Concerned Shareholders of Forbes & Manhattan Coal Corp. joined by Slater brothers in efforts to urge shareholders to vote the yellow proxy for Board change

DENVER, CO, Sept. 7, 2012 /CNW/ - Resource Capital Fund V L.P. ("RCF"), Terrafirma Securities Holdings LL.C. and Skye Alba Pty Ltd., (together the "Concerned Shareholders") confirmed today that entities associated with Messers. Peter & Norman Slater (representing 11.1% of Forbes Coal shares on issue) support the Concerned Shareholders' call for Board change.  Currently, at least 38% of Forbes Coal's shares are in support of changes to the Forbes Coal Board.

As previously stated, the Concerned Shareholders are seeking to strengthen the corporate governance standards at Forbes Coal for the benefit of all its shareholders.  It is recommended that this be done through the appointment of a slate of directors that reduces the influence of any one shareholder.

Further, the Concerned Shareholders note that Forbes Coal failed to address their legitimate concerns regarding independence of the Board.

The Concerned Shareholders request that Forbes Coal:

  • Restore shareholder value.  The Concerned Shareholders do not dispute that the assets of Forbes Coal have performed adequately.  The Concerned Shareholders note, however, that the share price has not. Forbes Coal ranks at or near the bottom in relative share price performance since October 2012 when compared to its two peer groups, Canadian listed companies with coal assets, and globally listed companies with South African operating coal assets. The Concerned Shareholders believe shareholder value will be restored if shareholders' confidence in the Company can be returned by an independent Board that is mandated to protect the interests of all shareholders.
  • Ensure strong, independent governance. The Concerned Shareholders' proposal is only focused on appointing a Board that is independent of any shareholder group with appropriately qualified and experienced directors. No effort is made to acquire the Company, nor is this proposal related to the efforts purported by Forbes Coal.  The Concerned Shareholders note, however, that any acquisition proposal would need to be considered by the newly formed independent Board, well-suited to act in the best interests of all shareholders.
  • Address the issues of the Concerned Shareholders.  RCF nominated the new independent directors to Forbes Coal five weeks before the issuance of the Management Circular.  In response to that good faith request, Forbes Coal issued its Management Circular without considering any of the nominations proposed, keeping the existing directors and appointing an additional director that ultimately decreases the independence of the board.  Forbes Coal's proposed new director, whom Forbes Coal has stated would be the Lead Director, currently sits on the board of other F&M Entities and the Advisory Board of F&M and has no coal industry experience.  The Concerned Shareholders maintain that their legitimate calls for enhancing the capacity and corporate governance standards of the Board have not been adequately addressed.

We urge you to complete your YELLOW proxy form to join us in sending a clear message to the Company that change is necessary to protect the interests of all shareholders.

Cautionary Note Regarding Forward Looking Statements

Certain statements contained herein are "forward looking statements" within the meaning of applicable securities laws. Often, but not always, forward-looking statements may be identified by their use of forward-looking terminology such as the words "plans", "expects", "expected", "projects", "believes", "anticipates", "intends", "estimates", "scheduled" or other similar words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to known and unknown risks, uncertainties and other factors which could cause actual results, performances or achievements to differ materially from future results expressed or implied by such forward looking statements.  Factors related to such risks and uncertainties, and underlying estimates and assumptions include, among others, the Concerned Shareholders' assessment of the effect of the proposed changes on the Company and on the shareholders of the Company, the timing and prospects for the implementation thereof, general economic and market conditions, changes in law and the ability to implement business strategies and pursue business opportunities.  Shareholders are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in the Company's filings with applicable Canadian securities commissions, copies of which are available at www.sedar.com.  Accordingly, undue reliance should not be placed on forward looking statements or information. We do not expect to update forward-looking statements or information continually as conditions change, except as may be required by law.


SOURCE: Resource Capital Fund V L.P.

For further information:

Please direct all inquiries to:
If you have any questions about the information contained in this press release or require assistance in completing your yellow proxy form, please contact:

North American Toll Free Number: 1-888-605-8411
Email: askus@georgeson.com

RCF Contact: Mason Hills, Partner, +1 720 946 1444


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