Waterford Supports 2nd Shareholder Proposal



    Proposal to be Raised at Annual and Special Shareholders' Meeting for
    First Calgary Petroleums Ltd. to be Held on April 8, 2008

    TORONTO, Feb. 20 /CNW/ - Waterford Finance & Investment Limited
("Waterford") announces today that it is supporting a second shareholder
proposal (the "Second Proposal") submitted to First Calgary Petroleums Ltd.
("FCP") by Midocean Holdings Limited. The Second Proposal, which is expected
to be raised at the annual and special meeting (the "Meeting") of the
shareholders of FCP to be held on April 8, 2008, provides the FCP shareholders
with a right to pre-approve the following types of significant asset
disposition or asset purchase proposed by FCP and its subsidiaries:

    
    -   for an asset disposition, (i) where the value of the assets to be
        disposed of (when aggregated with the value of all other assets
        disposed of during the prior 12 month period) represents 25% or more
        of the total assets of FCP, or (ii) where the sale consideration
        (when aggregated with all other sale consideration for FCP assets
        disposed of during the prior 12 month period) represents 25% or more
        of FCP's market capitalization, and

    -   for an asset purchase, where the purchase consideration paid or
        payable by FCP for such asset (when aggregated with all other
        purchase consideration paid or payable by FCP for assets purchased
        during the prior 12 month period) represents 25% or more of (i) the
        total assets of FCP, or (ii) FCP's market capitalization.

    The following statement has also been submitted to FCP in support of the
Second Proposal for inclusion in the management proxy circular to be prepared
by FCP for delivery to its shareholders in connection with the Meeting:

        "The Second Proposal is intended to improve FCP's corporate
        governance process for the protection of all FCP shareholders. FCP is
        in effect a "single asset" company. The disposition of a significant
        interest in such asset would likely have a material effect on the
        market value of FCP's common shares, as would the acquisition by FCP
        of significant assets since such acquisition would likely be
        construed as a change in corporate strategy. In both cases, FCP
        shareholders should be the decision makers as they are the owners of
        the company, not FCP's directors or its management.

        The 25% threshold and the benchmarks (the "Significance Tests")
        proposed to be used to determine the "significance" of an asset
        disposition or purchase are not onerous and are similar to standards
        utilized by certain major global stock exchanges. In fact, the
        Significance Tests were derived from the UK's Financial Services
        Authority Listing Rules applicable to those significant transactions
        requiring prior shareholder approval - those transactions being more
        commonly known as "Class 1 transactions". Accordingly, the FCP
        shareholders would be granting themselves a pre-approval right which
        is automatically provided to shareholders of any UK-listed company
        that is subject to the full requirements of such Listing Rules."
    

    FCP shareholders should consider the Second Proposal on its own merit and
distinct from any of the other matters to be considered at the Meeting, as the
Second Proposal is not contingent on the outcome of any such matter. The
Second Proposal would enhance the rights of FCP shareholders without regard to
the makeup of the FCP Board of Directors.
    Waterford had previously requisitioned a special meeting of the FCP
shareholders to consider and if deemed appropriate pass an ordinary resolution
removing FCP's Chief Executive Officer as a member of the FCP Board of
Directors, and supported a shareholder's proposal to amend FCP's by-laws for
the purpose of enabling the FCP shareholders to remove FCP's President and
Chief Executive Officer.
    In the meantime, and especially in light of the substance of the Second
Proposal to be considered by the FCP shareholders at the Meeting, Waterford
expects that FCP will, among other things, refrain from taking any action
which would result in the dilution of the current shareholder base or the
disposition or other dealing with important assets or opportunities of FCP.
    Waterford is the beneficial owner of more than 5% of the issued and
outstanding FCP common shares.

    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: Michael Kroupeev, Director, Waterford Finance &
Investment Limited, Tel: +44 207 839 8143, e-mail:
kroupeev@waterfordgroup.co.uk

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WATERFORD FINANCE & INVESTMENT LIMITED

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