DENVER, CO, Sept. 4, 2012 /CNW/ - Resource Capital Fund V L.P. ("RCF"),
Terrafirma Securities Holdings LL.C. and Skye Alba Pty Ltd, (together
the "Concerned Shareholders") propose the following resolutions be
considered at the Annual General Meeting ("AGM") of shareholders of
Forbes & Manhattan Coal Corp. (the "Company") to be held on September
Change the Board - FOR the election of the Concerned Shareholders' nominees instead of the
Company's proposed nominees. The proposed alternative directors slate
Mr. Stephan Theron
Mr. Stan Bharti
Mr. Grant Davey
Mr. Ryan Bennett
Mr. John Dreyer
Mr. Craig Wiggill
Non-binding advisory resolutions to effect measures for the protection
of all shareholders -
FOR the majority of the board of directors (the "Board") to be comprised of
directors free from any material direct or indirect relationship with
the Company or its executive officers;
FOR the independent directors to review the existing remuneration
arrangements of all directors; and
FOR the Company to adopt an individual election process by shareholder
majority at the next AGM.
The purpose of these resolutions is to enhance the capability of the
Board, and to ensure the Company is run in the best interests of the
Company, and all its shareholders.
RCF raised concerns over corporate governance and board structure with
the Company, and specifically put forward director nominations for
consideration, at least five weeks prior to the issue of the Company's
proxy circular. However, despite these concerns having been repeatedly
reiterated, the issues raised were not dealt with in a manner that
addresses the inadequacies of the present Board composition.
Reluctantly, the Concerned Shareholders have been compelled to seek the
support of all other shareholders by the issue of the dissident proxy
circular and this press release.
Capability of the Board
The Concerned Shareholders propose an alternative slate of directors for
the Company, which includes Mr. John Dreyer and Mr. Craig Wiggill. The
professional backgrounds of these new nominees can be found in the
proxy materials circulated to shareholders by the Concerned
Shareholders on September 4, 2012 (and also available at www.sedar.com).
The Concerned Shareholders believe these two independent nominees have
appropriate expertise and experience in the global coal industry, and
specifically South Africa. The election of these nominees would add
significantly to the capacity of the board, providing appropriate input
to the strategic direction of the Company, as well as experienced
oversight and support for management.
These nominees do not have any material relationship (past or present)
with any of the Concerned Shareholders.
Under the Concerned Shareholders' director's slate, these two
independents would be joined by four current members of the board:
Messrs. Bennett, Bharti, Davey and Theron.
There are significant layers of overlap of the Company's current
directors and management with other companies in the Forbes & Manhattan
Group ("F&M Entities"). The Concerned Shareholders therefore have
serious reservations about the following:
(a) the current terms of certain consulting agreements with existing
directors, including the level of remuneration, as well as agreements
between the Company and other F&M Entities; and
(b) relationships between management and directors connected with other
F&M Entities, and the ability of either to bring independent judgment
to the strategic direction and oversight of the Company.
The Concerned Shareholders believe electing two new, experienced,
qualified and independent directors to the Board will assist to address
these concerns and ensure the Company is managed in the best interest
of the Company, and all of its shareholders.
If the various matters put forth by the Concerned Shareholders are
approved at the AGM, it is anticipated the elected directors will meet
to select a Chairman of the Board from among themselves immediately
following the AGM. It is also anticipated a special Nominations
Committee will be formed to conduct a search for a suitably qualified
and independent seventh director, to be named at a later date, in order
to give effect to the shareholder's non-binding resolution seeking
majority independence of the Board.
It is important to note the Concerned Shareholders do not seek control
of the Company. Instead, they seek to strengthen the capability of the
Board, and corporate governance standards at the Company, for the
benefit 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 Funds 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 proxy form, please contact:
North American Toll Free Number: 1-888-605-8411
RCF Contact: Mason Hills, Partner, +1 720 946 1444