Axis Auto Finance Proposes Going-Private Transaction as Shareholder Meeting Approaches; Early Warning Disclosure Issued by Major Shareholder
Axis Auto Finance has announced plans to hold a special meeting of shareholders on May 30, 2025, during which investors will be asked to approve a resolution to proceed with a proposed going-private transaction. The move marks a significant development in the Company’s ongoing process of winding down operations following the sale of its auto finance business in late 2024.
This upcoming vote is a continuation of strategic decisions made during the Company’s shareholder meeting held on November 29, 2024 (the “2024 Shareholders Meeting”), where shareholders approved a series of transformative actions aimed at exiting the public market and ultimately dissolving the corporate entity. Following that meeting, in December 2024, Axis completed the sale of its core business—the auto finance division. The proceeds from the transaction, along with other available funds, were used to fully repay the Company’s outstanding senior debt obligations and to redeem its unsecured debentures in full.
With its principal business divested and the associated debts settled, Axis voluntarily delisted its common shares from the Toronto Stock Exchange. The Company currently holds only minimal residual assets of nominal value and no longer operates any active lines of business. Despite this, Axis remains a reporting issuer, which imposes ongoing regulatory compliance costs, including financial reporting, legal fees, and administrative expenses.
At the 2024 Shareholders Meeting, Axis also received approval to proceed with a formal dissolution of the corporation. However, this process has been delayed due to ongoing litigation involving the Company and certain subsidiaries. Until these legal matters are resolved, the Company cannot legally dissolve and must continue to bear the costs associated with maintaining its reporting issuer status.
To address these challenges and reduce the burden of regulatory compliance on a company with no operating business, Axis director Ilja Troitschanski has presented a proposal to complete a going-private transaction. This proposal, if approved by shareholders, would pave the way for the Company to cease being a reporting issuer and begin the final stages of corporate wind-down in a more orderly and cost-effective manner.
The mechanism for the going-private transaction involves a share consolidation (the “Consolidation”) that would effectively result in Mr. Troitschanski becoming the sole remaining shareholder of Axis. The proposal seeks shareholder approval for the Consolidation of all issued and outstanding common shares of the Company on a basis designed to ensure that only Mr. Troitschanski will hold at least one whole post-Consolidation share. All other shareholders will receive fractional shares as a result of the Consolidation, and under the terms of the proposal, these fractional shares will be cancelled without any payment or compensation. This is due to the current lack of value in the Company, which no longer possesses a viable operating business or material assets.
Following the completion of the Consolidation, Mr. Troitschanski intends to immediately submit an application for Axis to cease being a reporting issuer. This step will significantly reduce the administrative and financial burdens that come with maintaining public company status, including the preparation of financial statements, compliance with securities regulations, and the need for regular shareholder communications.
For the Consolidation resolution to be enacted, it must receive support from at least two-thirds of the votes cast by all shareholders present in person or represented by proxy at the May 30, 2025, meeting. In addition, in accordance with applicable securities regulations, the resolution must also be approved by a simple majority of votes cast by disinterested shareholders—those excluding Mr. Troitschanski, his affiliates, and any parties acting jointly or in concert with him.
Detailed information about the Consolidation proposal, its implications, and voting instructions will be included in the management information circular to be distributed to shareholders in advance of the meeting. The circular will also be filed publicly on SEDAR+ at www.sedarplus.ca, where investors can access all relevant materials and disclosures.
Early Warning Disclosure by Ilja Troitschanski
In connection with the proposed going-private transaction, Mr. Ilja Troitschanski, who resides in Toronto, Ontario, has issued an Early Warning Disclosure regarding the acquisition of a significant number of Axis common shares.
On April 8, 2025, Mr. Troitschanski acquired ownership and control over 30,000,000 additional common shares in Axis through a private transaction. The aggregate purchase price for the shares was $1.00, reflecting the absence of market value due to the Company’s lack of operations and assets. This acquisition represents approximately 24.72% of the issued and outstanding shares of the Company at the time of the transaction.
Prior to this acquisition, Mr. Troitschanski already held or controlled a total of 14,041,024 common shares, representing 11.4% of the Company’s issued and outstanding shares. His holdings at the time included:
- 8,252,163 shares held directly by Mr. Troitschanski;
- 1,618,618 shares indirectly held by his spouse, Anna Troitschanski;
- 4,170,243 shares held indirectly through MTIT Advanced Technologies Corp., a company under his control.
Following the acquisition of the 30,000,000 additional shares, Mr. Troitschanski’s combined direct and indirect holdings now amount to 44,041,024 common shares, which constitute approximately 36.29% of Axis’s total outstanding shares. His post-acquisition holdings are broken down as follows:
- 38,252,163 shares held directly;
- 1,618,618 shares held by Anna Troitschanski;
- 4,170,243 shares held by MTIT Advanced Technologies Corp.
The acquisition was executed under the private agreement exemption outlined in National Instrument 62-104 – Take-Over Bids and Issuer Bids. This exemption permits a shareholder to acquire shares outside the formal take-over bid rules provided the transaction meets specific regulatory criteria, which in this case, it did. The acquisition was carried out in anticipation of the Consolidation to ensure Mr. Troitschanski is positioned as the sole remaining shareholder following the going-private transaction.
The Early Warning Disclosure was filed in accordance with Canadian securities regulations to provide transparency to investors regarding significant changes in share ownership that may influence the outcome of shareholder votes or affect the control of a publicly traded entity.
