PANAMA CITY, Republic of Panama, July 21, 2015 /CNW/ - Horizon Capital Management Inc. ("Horizon") today thanked its fellow Americas Petrogas Inc. ("Americas Petrogas" or the "Company") (TSXV: BOE) shareholders for their overwhelming support for Horizon's three independent and highly qualified nominees (the "Horizon Nominees") to the board of the Company (the "Board") at the upcoming shareholders meeting currently scheduled for July 29, 2015 (the "Meeting"). Horizon also called on all Americas Petrogas shareholders to join in supporting the Horizon Nominees by voting before the deadline of 9:00 a.m. (Mountain Time) on Monday July 27, 2015 (or any earlier deadline indicated by your broker). Information about the Horizon Nominees is provided below under the heading "The Horizon Nominees".
As a shareholder, you can VOTE FOR the Horizon Nominees using the form of proxy or voting instruction form that you received with your Meeting materials from the Company. Please carefully read and follow the instructions below under the heading "How to Vote for the Horizon Nominees" for more information about how to support the Horizon Nominees.
Horizon also once again urged shareholders to VOTE AGAINST the proposed sale by the Company of all of the outstanding common shares of Americas Petrogas Argentina S.A. ("APASA") to Tecpetrol International S.A. and its affiliates ("Tecpetrol") and related transactions (the "Proposed Transaction"). However, even if you vote for the Proposed Transaction you can still VOTE FOR the Horizon Nominees to protect the value of your investment if the Proposed Transaction is completed.
Even if you have already voted for management's director nominees or for the Proposed Transaction, you can change your vote by submitting another form of proxy or voting instruction form bearing a later date prior to the deadline above (or, if you are a registered shareholder, by attending the Meeting and voting in person).
THE HORIZON NOMINEES
Juan Argento. Mr. Argento is a Senior Advisor to Horizon Capital. Prior to joining Horizon, Mr. Argento held senior positions at Millennium Global, a London-based USD 13 billion investment firm, Rubikon Partners, a mid-market private equity firm, focused on the European market and chaired by Dr. Henry Kissinger, Texas Pacific Group and Salomon Brothers Inc. He has been Chairman and/or a board member of several private companies in Latin America and the CEO of a technology company in Latin America. He holds an A.B. in Economics with honors from Harvard University.
Aris Tsikouras. Aris is a consultant with Horizon Capital. Previously, Aris was a Senior Partner with McKinsey & Company over the past 16 years. While at McKinsey, he was based out of New York, Athens, São Paulo, and most recently Rio de Janeiro. Aris led more than 80 strategic, operational, and organizational projects with electricity, oil, and gas clients in emerging markets. He led McKinsey's Oil & Gas Hub in Rio de Janeiro as well as the firm's Global Emerging Markets Power & Gas Practice. Aris holds a M.S. in Engineering-Economic Systems from Stanford University and a M.Eng. in Engineering, Economics, and Management from Oxford University.
Alex Zyngier. Mr. Zyngier is a shareholder of the Company, a restructuring and turnaround expert, a graduate of the University of Chicago's MBA program and has held important positions in first-rate firms such as Goldman Sachs, McKinsey & Company and Deutsche Bank.
HOW TO VOTE FOR THE HORIZON NOMINEES
You can vote for the Horizon Nominees using the form of proxy or voting instruction form that you received with your Meeting materials by doing the following prior to the deadline of 9:00 a.m., Mountain time, on Monday July 27, 2015 (or any earlier deadline indicated by your broker):
- Insert the name "Christopher Sunstrum" (the "Horizon Representative") as your proxy nominee in the blank space provided on your form of proxy or voting instruction form (Mr. Sunstrum is a partner with Goodmans LLP, Horizon's legal counsel). If you hold your Americas Petrogas shares through a broker, you may need to contact your broker immediately in order to appoint the Horizon Representative as your proxy nominee at the Meeting.
- Do not provide any voting instructions for the election of directors (i.e., do not check any of the "for" or "withhold" boxes for any of management's director nominees); and
- Otherwise properly complete, sign, date and return your form of proxy or voting instruction form (either by mail or via the Internet) by carefully following the instructions provided on your form of proxy or voting instruction form. You cannot vote by telephone if you want to support the Horizon Nominees.
Your form of proxy or voting instruction form must be submitted prior to 9:00 a.m., Mountain Time, on Monday, July 27, 2015 (or any earlier deadline indicated by your broker). Horizon encourages shareholders to submit their proxies and voting instructions (in accordance with the instructions provided above) via the Internet to ensure they are submitted prior to the deadline.
Please also send a copy of your form of proxy or voting instruction form (or a written confirmation if you vote via the Internet) to the attention of Juan Argento at E-mail: [email protected].
If you appoint the Horizon Representative as your proxy nominee with discretionary authority for the election of directors, your common shares will be voted FOR the Horizon Nominees and for the following management nominees: Ken Geren, Easton Wren and Ross C. McCutcheon. This will guarantee some necessary continuity, the necessary number of Canadian directors, and technically qualified members in the Reserves and Governance committees.
If you have misplaced your form of proxy or voting instruction form, or if you have any questions or need assistance in completing and submitting your proxy or voting instruction form or changing your vote, please contact Juan Argento at Tel: +1 347 759 6074 E-mail: [email protected].
INFORMATION IN SUPPORT OF PUBLIC BROADCAST SOLICITATION
The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. Horizon is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation. This solicitation is being made by Horizon and not by or on behalf of the management of Americas Petrogas. The registered office address of Americas Petrogas is 3911 Trasimene Crescent S.W., Calgary, Alberta T3E 7J6.
Horizon has filed this press release containing the information required by section 9.2(4)(c) of NI 51-102 and has filed a separate document containing the information required by Form 51-102F5 - Information Circular in respect of the Horizon Nominees for election to the board of directors of the Company at the Meeting, including any and all adjournments or postponements thereof, on the Company's profile on SEDAR at www.sedar.com.
Horizon may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. All costs incurred for the solicitation will be borne by Horizon.
A registered holder of common shares of Americas Petrogas that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy, or as otherwise provided in Americas Petrogas' management information circular; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) with Computershare Trust Company of Canada, at any time, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, preceding the Meeting or an adjournment or postponement thereof; (ii) at the registered office of Americas Petrogas at any time up to and including the last business day preceding the Meeting or any adjournment or postponement thereof, or (iii) with the chairman of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement thereof; or (c) in any other manner permitted by law.
A non-registered holder of common shares of Americas Petrogas will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Meeting.
Horizon Capital Global Investments Inc., an affiliate of Horizon, has beneficial ownership over 12,757,000 common shares of Americas Petrogas, representing approximately 5.72% of the issued and outstanding common shares of Americas Petrogas.
With the exception of the foregoing, to the knowledge of Horizon, none of Horizon or any of the Horizon Nominees or any of their respective associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the Meeting other than the election of directors. In addition, none of Horizon or any of the Horizon Nominees or any of their respective associates or affiliates has any material interest, direct or indirect, in any transaction since the beginning of the Company's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries.
ABOUT HORIZON CAPITAL MANAGEMENT INC.
Founded in 2004, Horizon Capital Management Inc. is a merchant banking firm with advisory and principal investment activities and with substantial focus on the oil and gas industry in Latin America.
All statements, other than statements of historical fact, included in this news release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. Forward-looking information can generally be identified by the use of forward-looking language such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" (and grammatical variations and the negatives thereof) Such forward-looking information is based on certain understandings, assumptions, beliefs, opinions and expectations of Horizon. Shareholders should not place undue reliance on such forward-looking information, which is not a guarantee that any particular outcome, event, result, performance or other achievement will occur. Many risks, uncertainties and other factors could cause the actual outcomes, events, results, performance or achievements expressed or implied by such forward-looking information to vary materially from those described herein should any of those risks, uncertainties or other factors materialize. Accordingly, readers of this news release are cautioned not to place undue reliance on any forward-looking information contained in this herein. All forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. All forward-looking information contained herein is made as of July 21, 2015 and Horizon undertakes no obligation to publicly update or revise any such forward-looking information, except as required by law.
SOURCE Horizon Capital Management Inc.
For further information: Juan Argento, Horizon Capital Management Inc., Calle 53E, Urbanización Marbella, MMG Tower, Piso 16, Panamá, República de Panamá, Tel: +1 347 759 6074, E-mail: [email protected]