CALGARY, May 13, 2013 /CNW/ - Bankers Petroleum Ltd. ("Bankers" or the
"Company") (TSX: BNK, AIM: BNK) today announced that, based on feedback
it has received from some of its shareholders and certain proxy
advisory firms, it will amend its corporate bylaws should its
continuance into Alberta be approved at the upcoming annual and special
meeting of the shareholders of the Company to be held on May 21, 2013
At the Meeting, shareholders have been asked to consider and, if deemed
advisable, approve by special resolution the continuance of the Company
from the corporate laws of British Columbia to the corporate laws of
Alberta. In addition to aligning the Company's registration with the
location of its head office, directors, officers and advisors, the main
purpose for continuing the Company to Alberta is to position the
Company to issue, on a tax effective basis, stock based dividends in
the future. The provisions of the Business Corporations Act (Alberta) allow corporations to pay more tax effective stock based
dividends as compared to the provisions of the Business Corporations Act (British Columbia).
The Company's board of directors believes that positioning the Company
to issue, on a tax effective basis, stock based dividends is in the
best interests of the Company. For reasons not directly related to the
main purpose of the continuance, and as described further below, two
proxy advisory firms have issued recommendations that shareholders vote
against the continuance.
In order to complete the continuance to Alberta, the Company prepared
Alberta style articles and bylaws and included them in the management information circular of the Company mailed to shareholders in connection with the Meeting
The bylaws proposed in the Circular in connection with the continuance
provide that a quorum for the constitution of a meeting of the
Company's shareholders shall be two persons present in person or
represented by proxy, entitled to vote thereat. This is the same
shareholder quorum level that the Company has had historically. Defeat
of the continuance resolution would not improve the quorum level and
would result in the quorum requirement remaining unchanged.
Nonetheless, after consultation with some of our shareholders, the
Company proposes that if the continuance is approved, it will amend its
bylaws to provide that a quorum at a meeting of shareholders will be
present if two persons holding not less than fifteen percent (15%) of
the shares entitled to vote thereat are present in person or
represented by proxy. After having conducted a review of its peers,
the Company believes that this amended threshold is higher than the
shareholder quorum thresholds established by its peers and is in
keeping with good corporate governance practices.
The bylaws proposed in the Circular also contain an advance notice
provision which provides that any shareholder proposing to nominate a
person for election to the Company's board of directors must deliver
timely notice of the nomination to the Company containing certain
information on the proposed director nominee and nominating shareholder
in accordance with the requirements for notice set forth in the
bylaws. The bylaws permit the Company's board of directors to waive
the timing requirements for the giving of advance notice, but the
Company's board otherwise does not have the flexibility to waive the
other requirements for the notice and information under the bylaws.
The Company's board of directors believe that being able to waive the
timing requirements but not the other requirements, such as the
requirement for the nominating shareholder to provide full disclosure
about the nominee, strikes a reasonable balance and is in the best
interests of the Company and is consistent with the advance notice
provisions of other corporations that have been previously supported by
proxy advisory firms. Nonetheless, one proxy advisory firm has now
recommended shareholders vote against the continuance resolution due to
this minor aspect of the proposed bylaws. Requests by the Company to
engage this firm in a discussion of the issues have been ignored. We
are pleased that the other proxy advisory firm has remained consistent
and have not taken issue with this detail of the bylaws.
Additionally, the Company proposes that if the continuance is approved,
it will amend the bylaws to allow the Company's board of directors to
waive any requirement contained in the advance notice provision of the
bylaws. This will afford the board more flexibility in responding to
director nominations, but will not obligate the board to waive any
notice requirements where the board does not consider it prudent to do
The Company's board of directors and management wish to emphasize that
the quorum and advance notice provisions of the proposed bylaw are not
at the heart of the matter being put before the shareholders for
approval. Any concerns relating to the bylaw in its present form
should not serve to defeat the proposed continuance, which the
Company's board of directors and management have proposed in order to
position the Company to declare stock based dividends on a
tax-effective basis in the future.
Bankers is committed to good corporate governance practices and has
proposed the above amendments in accordance with such commitment.
In order to comply with applicable law, the Company believes that
tabling these amendments for approval at the Meeting would require the
Company to delay the meeting and incur additional expense in mailing
further materials to its shareholders. In order to avoid further delay
and expense in connection with the Meeting, which is not in the
interest of shareholders, the Company proposes to proceed with the
business of the Meeting as presently called and implement the
amendments following the Meeting, if the continuance is approved by
shareholders at the Meeting.
If the continuance is approved, the amendments described above will take
effect when adopted by the Company's board of directors. The Company
will only make these amendments if the proposed continuance is approved
at the Meeting. Assuming the continuance is approved at the Meeting,
after the amendments to the bylaws have been adopted, the Company's
shareholders will be asked to confirm the amendments to the bylaws at
the next shareholders' meeting.
The Company's board of directors and management believe it is in the
best interests of the Company and its shareholders that the Company
have the flexibility to issue tax-effective stock based dividends in
the future. In light of the foregoing and in light of the bylaw
amendments the Company will effect if its continuance to Alberta is
approved, the Company's board of directors unanimously recommend that
the Company's shareholders vote for the approval of the continuance.
For further information concerning the continuance and matters to be
voted upon at the Meeting, shareholders are encouraged to review the
Circular and contact the Company with any questions or concerns.
Please note that none of the foregoing should be construed as any
indication that the Company will issue stock based dividends in the
future or at all. All shareholders of the Company, where ever
resident, are encouraged to consult their own tax advisors regarding
the tax consequences to them of receiving stock based dividends.
Annual General Special Meeting
Bankers Petroleum invites all shareholders to attend its Annual General
Special Meeting to be held on Tuesday, May 21 at The Metropolitan
Centre, Calgary Alberta. This years' meeting will be held in the
Strand/Tivoli room at 3:00 pm (MST).
About Bankers Petroleum Ltd.
Bankers Petroleum Ltd. is a Canadian-based oil and gas exploration and
production company focused on developing large oil and gas reserves.
In Albania, Bankers operates and has the full rights to develop the
Patos-Marinza heavy oilfield, has a 100% interest in the Kuçova
oilfield, and a 100% interest in Exploration Block "F". Bankers' shares
are traded on the Toronto Stock Exchange and the AIM Market in London,
England under the stock symbol BNK.
SOURCE: Bankers Petroleum Ltd.
For further information:
President and Chief Executive Officer
Executive VP, Finance and Chief Financial Officer
VP, Business Development
Canaccord Genuity Limited
+44 0 207 523 8000
FirstEnergy Capital LLP
Hugh Sanderson / David van Erp
+44 0 207 448 0200