TSX: FCP AIM: FPL
CALGARY, March 25 /CNW/ - First Calgary Petroleums Ltd. ("First Calgary"
or "Company") is pleased to update shareholders on recent developments
concerning the Company.
On December 10, 2007, the board of directors of First Calgary received a
requisition from a dissident shareholder, Waterford Finance & Investment
Limited, requesting a meeting of shareholders for the principal purpose of
removing First Calgary's current President and Chief Executive Officer as a
director of the Company (See First Calgary press release from December 19,
2007). On January 7, 2008, the Board called an annual and special
shareholders' meeting scheduled for April 8, 2008.
On February 1, 2008, the Company received notice of a shareholder
proposal from a dissident shareholder, Midocean Holdings Limited, proposing
that shareholders consider and approve an ordinary resolution amending the
by-laws of the Company for the principal purpose of removing Richard Anderson
as First Calgary's President and Chief Executive Officer.
On February 20, 2008, the Company received notice of another shareholder
proposal from Midocean proposing that shareholders consider and approve a
special resolution amending the articles of the Company for the principal
purpose of granting shareholders of the Company the right to approve
acquisitions or dispositions of assets by the Company where the value of the
transaction exceeds certain thresholds.
THE FIRST CALGARY NOMINATED DIRECTORS
On March 10, 2008, First Calgary filed an information circular and proxy
statement in connection with the upcoming shareholders' meeting. In that
circular, the following persons were nominated for election to the board of
directors of the Company: Richard G. Anderson; H. Garfield Emerson, Q.C.; Hon.
Roy MacLaren, PC; Stuart B. McDowall; Shane P. O'Leary; Darryl J. Raymaker,
Q.C.; David Savage; Kenneth Taylor and John A. van der Welle. The distinct
areas of expertise of the nominees include oil and gas investment and finance,
corporate governance, corporate finance, international diplomacy and strategy.
As First Calgary moves from a pure exploration company to a gas producing
company, the role of the board of directors becomes crucial for future success
to be realized. On March 10, 2008, First Calgary also announced the
appointment of Mr. H. Garfield (Gar) Emerson, Q.C. to the position of Chairman
of the board. Mr. Emerson has extensive strategic advisory experience,
including in investment banking, securities and corporate law and corporate
finance. He is a member of the board of directors of CAE Inc., Canadian Tire
Corporation Ltd., Sentry Select Capital Corp., Wittington Investments, Ltd.,
and is the immediate past Chairman of Rogers Communications Inc. From 1990 to
2001, Mr. Emerson was the President and CEO of NM Rothschild & Sons Canada
Limited, an investment banking firm affiliated with NM Rothschild & Sons
Limited, London, England.
"The experience of this proposed slate of directors is second to none,"
said Gar Emerson, Chairman of the board for First Calgary. "Our duties as
directors of First Calgary include supervising and providing guidance to the
management team as they continue to execute First Calgary's strategy, as well
as ensuring the highest level of transparency and corporate governance so that
all shareholders are treated and represented fairly."
THE REMOVAL RESOLUTION AND FIRST SHAREHOLDER PROPOSAL
In addition, the circular outlines the board of directors'
recommendations and rationale to vote:
- AGAINST the resolution to remove Richard Anderson as a director of
- AGAINST the first two resolutions of the first shareholder proposal;
- FOR the third resolution of the first shareholder proposal.
The reasons for these recommendations are summarized as follows:
- The Company's current strategy is working: First Calgary has achieved
exploration success, financing success, and operational success and
it continues to pursue and attain exploration and development
milestones on the path to its goal of delivering production from its
assets in Algeria.
- Exploration success: Under Mr. Anderson's leadership, First Calgary
has grown from a start-up exploration company to an established oil
and gas exploration and development company that is currently engaged
in a major development project, the MLE field in the Company's Block
405b. Specifically, he has led the Company through an exploration
program that successfully identified just under 600 million BOE
(barrels of oil equivalent) on a gross 2P basis (proved plus
probable). On March 20, 2008, First Calgary announced its 2007 fiscal
year results, including an operational update. The operational update
confirmed that First Calgary is approximately 30 months away from
first production of the Block 405b in Algeria.
- Financing success: Mr. Anderson has established a successful track
record of raising significant amounts of capital so that exploration
success in Algeria could be achieved.
- Algerian relations: Under Mr. Anderson's leadership, First Calgary
has established important relationships with the Algerian government
and has signed a significant marketing agreement with Algeria's
national oil company. These relationships are critical to First
Calgary's current and future exploration and production success.
Significant management changes at First Calgary would significantly
hinder these relationships.
- World-class management team: Mr. Anderson has recruited a world-class
management team that has the experience and expertise to lead the
company towards production in Algeria. Mr. Anderson and his world-
class management team have led the company from start-up phase to
coming within 30 months of first production of a substantial reserve
- No alternative strategy suggested: The dissident shareholder has
provided no alternative strategy for leading the Company towards
production success. The lack of feasible strategy will significantly
hurt shareholder value. Also, the dissident shareholders who are
calling for the management change are represented by the same
directors who approved the strategic review process in 2005 that they
are now criticising.
- Unknown dissident shareholders might acquire effective control of
First Calgary without paying you a premium: It is entirely uncertain
who controls Waterford Finance & Investment Limited and Midocean
Holdings Limited, the dissident shareholders who have instigated the
upcoming meeting. This, coupled with the fact that the board believes
Waterford is hoping to exploit the current low share prices and
leverage a relatively small interest in the Company into an effective
control block and then seize control of your Company's board and the
future direction of First Calgary, is extremely concerning to the
board of First Calgary. The board urges you to reconsider Waterford's
assertion it is merely "a catalyst, not the boss".
- Significant increase in execution risk: By removing the current
President and Chief Executive Officer, First Calgary's chances of
successfully bringing on production in Algeria might be put at
significant risk due to the relationships, trust, and expertise that
have been developed over the years. A change in management might
threaten the underlying value of the Company. The strategy that is
currently in place is designed to generate shareholder value as the
Company approaches first production.
- Attempt to take advantage of shareholders: With only 30 months until
First Calgary achieves first production, the board is concerned that
the dissident shareholder is attempting to take effective control of
the Company without paying a premium.
"I am proud to serve this Company and its shareholders and I look forward
to completing the final stages of our growth plan, leading the Company to its
first production from our assets in Algeria," said Richard Anderson, President
and Chief Executive Officer of First Calgary. "I believe that the proposal to
remove me from my positions with the Company is a personal attack and
discredits the exploration, operational, and financing success the Company has
achieved over the past 10 years. As we near production from gas reserves in
Algeria, now is not the time to change the strategy, destroy relationships
with Algerian officials, and discard the many years of hard work that the
First Calgary team has put towards executing on our strategy. Moreover, now is
not the time to abandon long-term shareholders who have been patiently waiting
for us to come on production. Now is the time to make the final push to
production and realize the fruits of our labour."
THE SECOND SHAREHOLDER PROPOSAL
The circular also outlines the board of directors' recommendations and
reasons to vote AGAINST the second shareholder proposal. Those reasons are
summarized as follows:
- Potentially weakens First Calgary's bargaining strength and erodes
shareholder value: The uncertainty that would most likely accompany
the adoption of the second shareholder proposal could have a number
of adverse effects on First Calgary, and ultimately shareholder
- potentially shutting First Calgary out of bidding processes or
forcing it to pay a premium in the case of an acquisition, or
discount its assets in the case of a sale, to be viewed as having
an equal bid on a risk adjusted basis;
- deterring unnecessarily other companies from making acquisitions
proposals to First Calgary to avoid the risk, time, expense and
uncertainty of holding a shareholders' meeting. In addition, third
parties may demand a premium and/or possibly break fees in the
event the transaction is not approved by shareholders;
- requiring the approval of shareholders over and above those
required by applicable securities regulations for such
transactions could limit unnecessarily the ability of First
Calgary to grow and may significantly increase the costs of such
- making the prospect of securing joint venture arrangements for the
purpose of funding cost-overruns less likely to succeed which
might delay the receipt of anticipated cash flows.
- Facilitates the pursuit of conflicted special interests by certain
shareholders: In the event that important business decisions
regarding the future of the Company require the pre-approval of the
shareholders, certain shareholders may vote on these matters to
achieve their own special interests and block or delay business
opportunities that might benefit the Company and the Shareholders
generally to the detriment of the Company and the other Shareholders.
First Calgary's annual and special meeting of shareholders is scheduled
for April 8, 2008. All shareholders of record as of March 5, 2008 will receive
a form of proxy in the mail. The board of directors of First Calgary
Petroleums Ltd. encourages all shareholders to submit their BLUE proxy and
vote as recommended by First Calgary.
Your vote is extremely important - no matter how many or how few shares
you own. Shareholders must execute and vote their BLUE proxies on or before
April 4, 2008 at 10:00 a.m. (Mountain Daylight Time) for their votes to be
Should you have any questions or require assistance in voting your BLUE
proxy please contact Georgeson, the Proxy Solicitation Agent hired by First
Calgary Petroleums Ltd., at:
- North American Toll Free Number: 1-866-725-6572
- (*)TOLL FREE - European: 00 800 6611 6611
- European Collect: +44 117 378 6025
(*) Austria; Belgium; Denmark; Finland; France; Germany; Ireland; Italy;
Netherlands; Norway; Spain; Sweden; Switzerland; United Kingdom
About First Calgary Petroleums
First Calgary Petroleums Ltd. is an oil and gas company actively engaged
in international exploration and development activities in Algeria. The
Company's common shares trade on the Toronto Stock Exchange in Canada (FCP)
and on the AIM of the London Stock Exchange in the UK (FPL).
To view First Calgary's response to the dissident shareholders'
information circular, which is being mailed to shareholders tomorrow, visit
This news release includes statements about expected future events and
financial results that are forward looking in nature and subject to risks and
uncertainties. First Calgary Petroleums Ltd. cautions that actual performance
may be affected by a number of factors, many of which are beyond its control.
Future events and results may vary substantially from what First Calgary
Petroleums Ltd. currently foresees.
Documents incorporated by reference
The information circular and proxy statement of First Calgary Petroleums
Ltd. dated March 10, 2008, including the cautionary statements contained in
that document relating to forward looking information, is specifically
incorporated by reference into and forms an integral part of this press
For further information:
For further information: contact First Calgary Petroleums Ltd.: Jeffrey
P. Angel, Vice President Corporate Communications and Investor Relations, Tel:
(403) 264-6697; Other Contacts: James Henderson, Pelham Public Relations, Tel:
+44 (0)20 7743 6673; Carina Corbett, 4C - Burvale Limited, Tel: +44 (0) 20
7559 6710; Mandy Dinning, Hill & Knowlton Canada, Tel: (403) 268-7858;
Nominated Advisers: Richard Swindells/David Nabarro, Nabarro Wells & Co.
Limited, Tel: +44 (0)20 7710 7400