TORONTO, July 24, 2013 /CNW/ - Ceres Global Ag Corp. ("Ceres" or the
"Corporation") announced that a majority of shareholders voting on the
advisory resolutions proposed by VN Capital Management LLC ("VN
Capital"), at Ceres' Special Meeting of Shareholders held today, voted
against the resolutions. Excluding the shares of the Manager, the
advisory resolutions were supported by a majority of shareholders.
Leading up to the Special Meeting of Shareholders, members of Ceres'
management team and Board of Directors held meetings and discussions
with many of the Corporation's shareholders. They determined that there
is shareholder support for Ceres' business plan, management team and
the proposed governance changes set out in the Corporation's management
information circular. However, it is also clear that shareholders
would like the Corporation to transition from external management being
provided through the Management Agreement, to an internal management
structure and direct management compensation.
Brian Little, Director and Chair of the Special Committee said "Through
discussions with shareholders and the result of the vote, shareholders
have given the Board a mandate to negotiate the termination of the
Management Agreement with the Manager. The Board will review and
consider options for achieving this on a fair and timely basis, and
will report back to shareholders as soon as possible."
Gary Selke, Chair of the Board of Directors and President & CEO of the
Manager, Front Street Capital, said "Our extensive discussions with
shareholders have been both encouraging and instructive. We understand
that shareholders want a timely and orderly change in management
structure and compensation. Front Street is committed to negotiating an
early termination of the Management Agreement."
Jim Vanasek, Managing Partner of VN Capital Management, said "I believe
that with their votes the non-Front Street shareholders sent a clear
message to the Board that they want the management contract
terminated. Based on our discussions with Front Street and the Board I
am confident that this matter will be resolved amicably in a manner
that will be most beneficial to all shareholders".
The final results of the Special Meeting of Shareholders as reported by
the scrutineer of the meeting were as follows:
5,084,423 shares or approximately 53% of votes were cast AGAINST the
Management Agreement Termination Resolution, while 4,529,965 shares or
47% of votes were cast FOR the resolution. 9,614,388 shares or
approximately 67% of issued and outstanding shares were voted in
connection with the meeting.
Excluding the shares of the Manager, 2,193,303 shares or approximately
33% of votes were cast AGAINST the Management Termination Resolution,
while 4,529,965 shares or 67% of votes were cast FOR the resolution.
5,082,423 shares or approximately 53% of votes were cast AGAINST the No
Further Agreement Resolution, while 4,531,965 shares or 47% of votes
were cast FOR the resolution.
Excluding the shares of the Manager, 2,191,303 shares or approximately
33% of votes were cast AGAINST the No Further Agreement Resolution,
while 4,531,965 shares or 67% of votes were cast FOR the resolution.
About Ceres Global Ag Corp.
Ceres Global Ag Corp. is a Toronto-based asset management corporation
with two main investment areas: its Grain Handling and Storage unit,
anchored by its 100% ownership of Riverland Ag Corp.; and its Commodity
Logistics unit, containing its 25% interest in Stewart Southern Railway
Inc. and its planned development of the Northgate, SK Commodity
Logistics Hub. Ceres also has significant capital available to invest
in these and related businesses. Riverland Ag Corp. is a collection of
11 grain storage and handling assets in Minnesota, North Dakota, New
York, Wisconsin and Ontario having aggregate storage capacity of
approximately 52 million bushels. Stewart Southern Railway Inc. is a
short line rail company that operates in Southeastern Saskatchewan. The
Northgate Commodity Logistics Hub is a $90 million grain, oil and
oilfield supplies transloading site being developed near Estevan
Saskatchewan in conjunction with Scoular Grain and several potential
energy company partners, connected to the Burlington Northern Santa Fe
Railroad's U.S. rail network, and expected to open in the fall of 2013
subject to receipt of all remaining necessary permits and approvals and
finalization of agreement with project partners. Ceres common shares
trade on the Toronto Stock Exchange under the symbol "CRP".
SOURCE: Ceres Global Ag Corp.
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