UPDATE 1-CI blasts Scotiabank for poison pill comments

Wed Apr 6, 2011 12:43pm EDT

* CI independent shareholders to vote on extension of plan

* Scotiabank, CI's largest shareholder, not able to vote

* Bank has asked TSX to require CI to allow it to vote

* CI says will "vigorously defend" plan

By John McCrank

TORONTO, April 6 (Reuters) - CI Financial (CIX.TO) said on Wednesday it would "vigorously defend" its shareholder rights plan and deemed "inaccurate" recent comments aimed at the fund manager by Rick Waugh, chief executive of Bank of Nova Scotia, CI's largest shareholder.

The plan is aimed at preventing a hostile takeover of the independent wealth manager and prevents Scotiabank, which owns just over 36 percent of CI, from selling a block of 20 percent or more of CI shares.

Independent shareholders of CI will vote on a three-year extension of the plan at the annual meeting this year. Scotiabank, which is not an independent shareholder under the terms of the plan, will not have a vote.

"One of the great things about publicly traded companies is you get a shareholder vote," Scotiabank's Waugh told reporters after the bank's annual meeting on Tuesday.

"That is, to me, a principle of property rights and the right of vote, and I find it very strange where, just because we happen to be a large shareholder, we are denied that fundamental right."

CI said it was not denying a fundamental right, but was complying with the terms of the plan that its shareholders adopted in 2008, which Scotiabank voted for at the time, and the Toronto Stock Exchange approved.

Now Scotiabank, Canada's No. 3 lender, has asked the Toronto Stock Exchange to require CI to give the bank the right to vote on the continuation of the plan.

CI, which has around C$98.9 billion ($103 billion) in assets under management, said it "strongly disagrees" with Scotiabank's position and is also in discussions with the Toronto Stock Exchange.

"We are simply adhering to the terms of an agreement that has been approved by shareholders," CI Chief Executive Stephen MacPhail said in a release. "Protecting the rights of all of our shareholders is of paramount concern to CI."

LIKELY SELLER

Scotiabank bought its stake in CI from Sun Life (SLF.TO) in 2008 and many analysts expected the bank to eventually buy up the rest of the firm as it looked to increase its footprint in the wealth management sector.

But Scotiabank surprised market watchers in November when it bought the 82 percent of CI rival DundeeWealth DW_pa.TO that it didn't already own for C$2.3 billion. DundeeWealth manages about C$84 billion in assets.

Scotiabank is now seen as a likely seller of CI.

CI said Scotiabank can sell its stake under the rights plan, as long as it's an offer made to all shareholders, and it is not a private sale of a block of 20 percent or more.

"The plan does not preclude a takeover of the company as long as the transaction is fair and in the best interests of the company," CI said.

Waugh has been coy on Scotiabank's plans for its CI stake, saying on Tuesday that CI was still an important investment for the bank, but right now its focus is on DundeeWealth.

"We'll learn as that goes along and we'll see how it's applicable one way or the other with CI," he said.

($1=$0.96 Canadian) (Reporting by John McCrank; editing by Rob Wilson)