Six Days Left to Vote the YELLOW Proxy for Change at FCP
TORONTO, March 28 /CNW/ - Waterford Finance & Investment Limited today
advised its fellow shareholders of First Calgary Petroleums Ltd. ("FCP" or
"the Company") to reject the claims that continue to come from the Company and
its current President and Chief Executive Officer Richard G. Anderson.
"FCP is using misinformation to try to obscure a simple fact: This
shareholder vote is about the failure of Richard Anderson as CEO. It is not
about control or strategy of the Company," said Michael Kroupeev, Director of
Waterford Finance & Investment. "Waterford's position is that, if Richard
Anderson had been replaced as CEO, there would be no special meeting. It would
not be necessary."
"Instead of facing the facts, we believe FCP has resorted to innuendo and
outright distortion in an effort to maintain Richard Anderson's control over
the Company and prolong his failure to deliver shareholder value," said
For example, in its March 26 letter to shareholders, the Company claims
that Waterford suggested in its circular that FCP should have been sold
"regardless of the price" during the 2005 sale process. This is utterly false.
Waterford has never made such a statement or suggestion in its circular or
anywhere else. It is absurd for FCP to claim a significant shareholder would
not be interested in receiving fair value for its investment.
"We asked the current Board to restrain management's campaign of
misinformation but it continues. This is disappointing, but not surprising
given the Company's traditional treatment of concerned shareholders,"
Mr. Kroupeev said. "We have sent a letter to the current Board seeking
assurances that procedures will be in place to ensure that the special meeting
takes place with integrity and that shareholders are not disenfranchised. We
expect a prompt and full response." A copy of this letter is available at
FCP shareholders are asked to consider the facts. With Richard Anderson
- The value of your shares fell from $22.74 to $2.05 in less than three
- FCP has failed to implement any strategy that could create meaningful
- FCP has failed to establish long-term financing for the Company and
has instead overseen the repeated dilution of shareholders.
- FCP failed to manage the sale process of FCP in 2005 and the
Company's shares have never recovered.
- FCP failed to link Richard Anderson's compensation to shareholder
value; his compensation has more than doubled while shareholder value
has been destroyed.
Who supports Richard Anderson
After the resignation of three independent Directors, the current Board
of FCP supports Richard Anderson, but a majority of the five members are
non-independent Directors (including Richard Anderson). The fourth is believed
to be a long-time friend of Richard Anderson while the fifth joined the Board
this month. Shareholders may wish to consider whose interests this Board is
Of the nine nominees proposed by management for election to the Board at
the special meeting, four are non-independent current or former members of
management. This demonstrates poor corporate governance.
Control of FCP
The shareholders own FCP and Waterford believes that shareholders should
have ultimate control of the Company as well. FCP has repeatedly and falsely
claimed that Waterford's legitimate shareholder efforts to find new leadership
for the Company are somehow an attempt to gain control of FCP. This is simply
not true. In fact, at the special meeting, FCP shareholders will have an
opportunity to reclaim control of the Company from Richard Anderson.
When it initially requisitioned the special meeting, Waterford's only
goal was the replacement of the CEO. If the majority of the Board had decided
to replace Richard Anderson earlier, the shareholder vote would not have been
As Waterford continued to lose confidence in FCP, it sought to place
limits on the authority of the Board to effect certain material transactions
involving the Company's assets. This limitation places ultimate control of the
Company in the hands of all shareholders.
Waterford realized it had no choice but to propose a separate slate of
experienced independent Directors who could properly represent shareholder
interests when it was clear that the Company's nominees had been recruited by
Richard Anderson and were disproportionately representative of management, and
that the non-management nominees lacked the oil and gas experience FCP needs.
As an alternative, Waterford is proposing Directors who will answer only to
Strategy and Management
FCP claims that it has the right strategy and the right leadership in
Richard Anderson to create shareholder value. The current share price proves
this is not true.
The Company has repeatedly failed to meet promised and self-imposed
deadlines on financial and operational initiatives. It has lost credibility as
FCP further strains its credibility by claiming that only Richard
Anderson has the relationships needed to move forward the development of the
Algerian assets. This is nonsense. Waterford believes Richard Anderson is
rarely in Algeria and his leadership style is damaging to those relationships.
Contrary to what FCP claims, Waterford has a clearly defined strategy for
the Company focused on ensuring that FCP is overseen by a strong team of
Directors responsible to all shareholders. The proposed new Board will review
the Company's current direction and lead the search for a new, capable, Chief
Executive Officer. It will also work with the remaining senior management team
to ensure continuity in FCP's operations.
Waterford has been involved with FCP for six years and, like other
shareholders, has watched the value of its investment plummet in the past
three years. For Waterford, the desire for a change in the CEO after an 86%
decline in the share price is not "opportunistic"; it is overdue.
Richard Anderson's Compensation and Lack of Alignment with Shareholders
FCP states that "roughly two-thirds" of Richard Anderson's compensation
is based on the Company's share performance. Shareholders are left to wonder
how this is structured since the current CEO's compensation increased by
approximately 127% between 2005 and 2007 - the same period when the FCP share
price fell by 86%.
Richard Anderson has been well paid for what FCP calls his "sweat
equity". He received more than $560,000 from the Company in 2007 including
bonuses he received that clearly were not linked to FCP's share performance.
Despite the Company's performance, Richard Anderson was given an
employment agreement that entitles him to receive more than $1 million in the
event a majority of his Board is replaced.
Richard Anderson's 2 million shares of FCP represent less than one-tenth
of Waterford's investment in the Company and even less compared to some other
shareholders. Furthermore, Richard Anderson received his shares through
options with exercise prices as low as $0.50 per share. The current CEO's
actual investment in FCP is minimal while his ultimate rewards are
FCP says the current CEO's compensation is in the middle range of its
industry peer group. Waterford is not aware that such a true peer group exists
- it would need to include companies that have lost more than half their share
value during a period when the overall market rose more than 40%, the energy
industry group rose more than 60% and oil prices doubled.
FCP shareholders are being asked to submit their YELLOW proxies in time
for the special meeting in order to remove Richard Anderson as a Director of
the Company and as President and Chief Executive Officer. They are also asked
to fix the number of Directors at nine, to elect six new independent
Directors, to elect three other independent Directors who were elected by the
FCP shareholders at the last FCP shareholders' meeting, and to limit the
Board's authority to complete certain material transactions without
Full details are available in the Proxy Circular and accompanying letter
filed and distributed by Waterford as a concerned shareholder. It urges fellow
FCP shareholders to review these documents, consider the reasons to vote for
change at the Company and to vote the YELLOW proxy. The circular and related
background and documents are also available at the website: www.yourFCP.com.
About the Annual and Special Meeting
The Annual and Special Meeting of Shareholders is scheduled to be held in
the McKnight Ballroom at the Sheraton Cavalier, 2620 32nd Avenue N.E.,
Calgary, on April 8, 2008 at 10:00 a.m. (Calgary time).
Shareholders are reminded to vote the YELLOW proxy form so that the proxy
can be received no later than 5:00 p.m. (Calgary Time), Thursday, April 3,
2008. Detailed instructions are included in the proxy circular that is being
distributed to all FCP shareholders.
Further information about voting the YELLOW proxy is available from
Kingsdale Shareholders Services at 1-866-851-2638.
Waterford is a private investment holding company which invests, with a
long-term view, in international natural resource projects, including oil and
gas, exploration, development and production companies.
For further information:
For further information: Visit: www.yourFCP.com; Investors: Kingsdale
Shareholder Services, 1-866-851-2638; Media: John Lute, Lute & Company, (416)