Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB)
is pleased to announce the following updates:
Board of Director and Chairman Changes
– Our Chairman, Ronald Barbaro has resigned as Chairman
and Director of the Company. Mr. Barbaro has been Chairman and
Director from the early stages when SEB was founded. Mr. Barbaro
remains one of the largest shareholders of SEB and committed to the
success of the Company. Mr. Barbaro is scaling back his business
activities to focus more on family. We thank Mr. Barbaro for his
leadership and commitment to the Company over the years.
States John McKimm, President/CEO of Smart
Employee Benefits Inc., “Ron has been an incredible resource and
mentor in building SEB over the years. Ron’s lifetime of global
experience in the insurance industry has been invaluable in
developing and executing SEB’s business model and strategy. Over
the years, Ron has been a pillar of strength and commitment at
pivotal points in the development of SEB.”
Philp Armstrong has assumed the role of
Chairman of the Board – Mr. Armstrong has
been a Director of the Company since May 2017. He has been a member
and Chair of the Governance and Compensation Committee. Mr.
Armstrong has also been a member of the Company’s Special Committee
established to provide guidance to management during the process of
finalizing the Company’s strategic investment from The Co-operators
Group. Mr. Armstrong brings a wealth of financial services, capital
market and public market expertise to SEB. Mr. Armstrong is also a
substantial shareholder of SEB from the days SEB was founded.
States John McKimm, President/CEO of Smart
Employee Benefits Inc., “We are pleased to welcome Philip as our
new Chairman of the Board. I have worked with Philip for a number
of years, both as a Board member of SEB and previously on other
entities where Philip was President/CEO. I am pleased that Philip
has accepted this new responsibility and look forward to his
support and guidance as our new Chairman of the Board.”
Stephen Peacock Appointment as Vice
Chairman of the Board – Mr. Peacock has been appointed as
Vice Chairman of the Board. Mr. Peacock has been a founding
Director of SEB since the Company became public. He has been Chair
of the Audit Committee and a member of other Board Committees
including the Governance and Compensation Committee and the Special
Committee in providing guidance to the strategic investment from
The Co-operators Group. Mr. Peacock has a wealth of public market
and merger and acquisition expertise. Mr. Peacock will remain Chair
of the Audit Committee and a member of the Governance and
Compensation Committee. Mr. Peacock is also a significant
shareholder of SEB from the days SEB was founded.
Mohamad El Chayah Appointment as Chief
Operating Officer (“COO”) – The Company
is also pleased to announce the appointment of Mr. El Chayah as COO
of SEB. Mr. El Chayah will retain his position and responsibilities
as President/CEO of the Benefits Division of the Company. His
additional responsibilities as COO of SEB will include strategic
and operational oversight of both the Technology Division and the
Benefits Division. Mr. El Chayah joined SEB in May 2016 from Aon
Hewitt. He has provided critical leadership in advancing the
business opportunities and technology roadmap for the Benefits
Division. He was instrumental in the acquisition of Aon’s benefit
administration business in April, 2017. During his tenure, he has
also worked closely with the leadership of the Technology Division.
These COO new responsibilities are intended to operationally
consolidate the business strategy, sales strategy, and technology
roadmap of both the Technology and Benefits Divisions. The
consolidated efforts of both divisions have been critical in
winning over $100M of new contracts in the past 18 months, in
particular recent wins which add over 50,000 new plan members on
multi-year contracts to the Benefits Division. Mr. El Chayah has
more than 15 years global experience in managing sales and delivery
operations and technology solutions for global clients, in Canada,
Europe and the Middle East, including multiple benefits related
solutions and clients.
Stock Options and Restricted Share
UnitsThe Company has granted share-based compensation to
its independent directors.
Pursuant to the Company’s Omnibus Long-Term
Incentive Plan (the “Plan”), it has granted stock options to its
directors exercisable into an aggregate 3,500,000 common shares.
The stock options are exercisable at $0.15 per share with a
30-month term, with 20% of the options vesting immediately and 20%
vesting every 6 months thereafter.
The Company has also granted an aggregate of
1,690,833 restricted share units (“RSUs”) to its directors in
accordance with the Plan. The RSUs will vest in stages over the
next three years. Each vested RSU entitles the holder to acquire
one common share of the Company.
Debt ConversionThe Company has
agreed with its directors to issue an aggregate of 2,858,175 common
shares (“Debt Shares”) to its directors in exchange for the
cancellation of an aggregate of $428,726 in net after tax
directors’ fees owing. The Debt Shares are being issued at a deemed
price of $0.15.
The issuance of the Debt Shares is subject to
the approval of the TSX Venture Exchange. All shares issued
pursuant to the debt conversion will be subject to a statutory four
(4) month hold period.
The above noted transactions extinguish all debt
obligations to the directors.
ABOUT SEBSEB is a Business
Process Automation and Outsourcing Technology Company providing
software, solutions and services to a national and global client
base. SEB has a specialty growth focus in cloud enabled SaaS
processing solutions for managing employer and government sponsored
benefit plans on a BPO (Business Processing Outsourcing) business
model, globally. This is a major growth focus, SEB currently serves
corporate and government clients across Canada and internationally.
Over 80% of SEB’s revenues derive from government, insurance and
healthcare organizations. SEB’s technology infrastructure of over
650 multi-certified technical professionals, across Canada and
globally, is a critical competitive advantage in supporting the
implementation and management of SEB’s Benefits Processing
Solutions into client environments. SEB’s Benefits Processing
Solutions can be game changing for SEB clients.
The core expertise of SEB is automating business
processes utilizing SEB proprietary software solutions combined
with solutions of third parties through joint ventures and
partnerships. SEB’s client acquisition model in benefits processing
is “Channel Partnerships” where SEB processing solutions both
improve cost structures and enable new revenue models for Channel
Partners and clients. All SEB solutions are cloud enabled and can
be delivered on a SaaS platform. SEB solutions turn cost centers to
profit centers for our Benefits Processing Channel Partners.
For further information about SEB, please visit
www.seb-inc.com.
Certain information in this release, may
constitute forward-looking information. In some cases, but not
necessarily in all cases, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “targets”, “expects” or “does not expect”, “is expected”,
“an opportunity exists”, “is positioned”, “estimates”, “intends”,
“assumes”, “anticipates” or “does not anticipate” or “believes”, or
variations of such words and phrases or state that certain actions,
events or results “may”, “could”, “would”, “might”, “will” or “will
be taken”, “occur” or “be achieved”. In addition, any statements
that refer to expectations, projections or other characterizations
of future events or circumstances contain forward-looking
information. Statements containing forward-looking information are
not historical facts but instead represent management’s
expectations, estimates and projections regarding future
events.
THE FORWARD-LOOKING INFORMATION
CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY’S CURRENT
EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE
COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE
OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF
NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY
APPLICABLE LAW.
Neither TSX Venture Exchange Inc. nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange Inc.) accepts responsibility
for the adequacy or accuracy of this release.
All figures are in Canadian dollars unless
otherwise stated.
MEDIA AND INVESTOR
CONTACTS:John McKimmPresident/CEO/CIOOffice (888) 939-8885
x 2354Cell (416) 460-2817john.mckimm@seb-inc.com
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