New ‘old’ dissidents at UBS

Robert Ulicki, one of the three key shareholders behind the successful dissident action at Unique Broadband Systems five years back, could be forgiven for being a little bitter this week.

On Tuesday, shareholders of the company that’s been in CCAA protection since 2011, and which has been involved with a series of lawsuits with the former insiders, voted against the Ulicki director nominees, one of which was himself.

Instead, by a fairly narrow margin (about one million votes and twothirds of the shares outstanding were voted), the shareholders voted for the slate put forward by Alex Dolgonos, who has an 11.93 per cent stake. In the pre-2010 UBS, Dolgonos was a technology consultant to the company.

Dolgonos didn’t nominate himself to be a director – but rather put forward three other names – at the company that’s expected to emerge from CCAA protection next week. The shareholder vote was taken after the two sides put forward “substantively different views for the business of the company and its remaining assets going forward,” noted the reminder note from the company.

“It happens,” is all Ulicki said after this week’s meeting, after which two of Dolgonos’s nominees were named interim chief executive and chief financial officer respectively.

If Ulicki has a complaint, it’s more about the process leading to this week’s annual meeting and not the actual shareholder vote. Last year, Ulicki, then a director as well as the chairman, resigned when he indicated he was planning to make a proposal about the future of UBS. He did that to avoid any possibility of being in a conflict of interest.

When he was off the board Ulicki worked on his proposal, comprised of three main parts: distribute “all or a substantial portion” of the shares that UBS owned in ONEnergy; raise additional capital; and “pursue the collection of the $1.6 million owed by the McGoey parties.” McGoey refers to Gerry McGoey, the former chief executive.

Ulicki then formally prepared his proposal. In line with an order from Justice Wilton-Siegel of Ontario’s Superior Court of Justice, Ulicki included his documentation with the material mailed to UBS shareholders prior to this week’s meeting.

In that order, dated Feb. 26, Justice Wilton-Siegel said that by March 30, the Dolgonos parties and the Ulicki parties “will, if they have proposed nominees, provide to UBS dissident information circulars, which shall include information regarding their respective visions for the Applicant’s post CCAA business.”

When March 30 rolled around, Ulicki, who proposed three nominees, had filed his material with UBS but Dolgonos, who also proposed three nominees, had not. The UBS circular mailed to shareholders was dated March 24.

For good measure, Ulicki also filed a 16-page information circular on SEDAR outlining his plans. That circular was dated April 2. Dolgonos filed an information circular dated April 15 – or less than three weeks before the annual meeting.

Justice Wilton-Siegel also said that that by March 20, Dolgonos and Ulicki “shall provide” to UBS information regarding their proposed director nominees and up to 500 words regarding any proposal they wished to be considered at the meeting. Both sides conformed to that order.

Reached Wednesday, Vic Wells, UBS’s former chairman, said, “Our goal was to ensure that all shareholders had a chance to vote. We achieved that.”

Calls to Dolgonos seeking a comment weren’t returned.