- ISS Recommends Shareholders Vote Using the Concerned Shareholders GOLD Form of Proxy
- ISS Recommends Shareholders Vote FOR the REMOVAL of Stan Bharti
- ISS States Ryan J. Morris Appears Most Suited To Carry Out Changes And Help Add Truly Independent Oversight To The Board
- ISS Highlights Concerns With Related Party Loan Write Offs And Internal Financial Controls
- ISS Shares Concerns Regarding Management's Entrenching Subscription of Private Placement
TORONTO, Jan. 19, 2015 /CNW/ - Today, funds controlled by Meson Capital Partners LLC ("Meson Capital") and Nightscape Capital (UK) LLP ("Nightscape Capital", collectively, the "Concerned Shareholders") holding shares representing approximately 9% of the issued and outstanding shares of Aberdeen International Inc. (TSX:AAB) ("Aberdeen" or the "Company") announce that an independent proxy advisory research firm, Institutional Shareholder Services ("ISS"), has recommended that Aberdeen Shareholders vote FOR Concerned Shareholders nominee Ryan J. Morris by removing management nominee Stan Bharti. ISS also recommend shareholders vote utilizing the Concerned Shareholders GOLD form of proxy and NOT vote on management's proxy.
ISS is widely recognized as a leading independent proxy voting and corporate governance advisory firm. Its analyses and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries throughout North America.
In its January 16th report, ISS found that:
"By replacing Bharti, who exerts significant Forbes & Manhattan influence on the board and bringing Morris on the board will help improve the overall governance structure and true independence level of the board, with an expectation to provide more transparency and strengthen the independent oversight over related party transactions/loans, effectiveness of cost cutting, etc., which should ultimately benefit the overall shareholder return over the long-term."
ISS went further in expressing their support, stating:
"Dissident nominee Ryan J. Morris appears most suited to carry out the changes and help add truly independent oversight to the board. He is the leader of the dissident group and has over 5% of shareholding in the company which makes his interest aligned with those shareholders who are not Forbes & Manhattan affiliated. As the CEO of Meson Capital Partners, LLC, Morris is an experienced investment professional whose expertise should be helpful as the company is essentially a merchant bank and who can add different voice on the Forbes & Manhattan dominated board in terms of portfolio investment process… On the basis of the above, we recommend shareholders vote FOR dissident nominee Ryan J. Morris by removing management nominee Stan Bharti on the dissident proxy."
In addition, ISS criticized Management's Recent Private Placement:
"… the dissident seems to have raised a valid concern regarding the subscription of the private placement. Specifically, the dissident points out that with 19.1% of the securities having been subscribed for by insiders of Aberdeen and 47.9% having been subscribed for by Sulliden Mining, this left 3.3 million units unaccounted for under the Management Private Placement. The dissident, based on a review of the Aberdeen shareholder list received on December 31, 2014, subsequently discovered that Wolverton Securities ITF 2378083 Ontario Inc. (the "Numbered Company"), held approximately 3.3 million Common Shares. Based on a Corporation Profile Report dated January 1, 2015 issued by the Province of Ontario, Ministry of Government Services, the dissident discovered that the mailing address for the Numbered Company was the same address as the head office of Aberdeen and Sulliden Mining. The above point… implies that all the private placement units might have been subscribed by Forbes & Manhattan affiliated parties. Whether or not management sensed a potential proxy contest campaign brewing, by rejecting the dissident's request to subscribe for some of the private placement units and swiftly closing the financing as subscribed to by essentially related parties effectively results in strengthening management vote support and diluting the dissidents' shareholdings."
ISS also highlighted a variety of governance concerns, including related party loan write offs and Aberdeen's choice of auditor:
"… [the related party loan write offs are] … particularly troubling given that the vast majority of the board had been affiliated with Forbes & Manhattan to a certain extent and given that the amount of the write offs appears significant ($11 million is approximately 78% of the company's current market cap)."
"… the auditor seems to have a questionable track of record as in 2010 and 2012, the Public Company Accounting Oversight Board (PCAOB) inspected McGovern and found deficiencies in respective years. As a result, the dissident's concern that there may be a limited ability to provide any checks and balances or oversight over the activities and investments of Aberdeen which might have led to the potential losses appears to have some merit."
As long-time Director, George Faught, recently wrote to shareholders, "You should know we're not happy about Aberdeen's current share price either… We will be the first to agree that the last few years have been among the toughest…" The Concerned Shareholders could not agree more, however, while the incumbent directors have chosen to do nothing but further their continued value destruction of Aberdeen shares, while entrenching and enriching themselves at the expense of shareholders; the Concerned Shareholders have a plan to maximize the value of Aberdeen, including an immediate cash return of $0.15 per share to all shareholders.
ISS Recommends Voting Your GOLD Proxy Now
ISS' recommendation has only affirmed what the Concerned Shareholders have been saying all along - the time has finally come to liberate Aberdeen from Stan Bharti and Forbes & Manhattan by bringing an immediate end to inappropriate related party dealings, eliminating a culture of insider self-enrichment and rectifying inadequate board oversight that has resulted in shareholder value being destroyed and transferred to insiders connected to Stan Bharti and Forbes & Manhattan. ISS has now spoken; it's time to make your voice heard as the true owners of Aberdeen.
The Concerned Shareholders urge all Aberdeen shareholders to vote on the GOLD form of proxy for its qualified nominees and for necessary change on Aberdeen's Board of Directors.
Even if shareholders have already voted using management's form of proxy, shareholders can still change their vote by voting the GOLD proxy, as only the latest dated proxy will be counted at the Requisitioned Meeting. Vote the GOLD Concerned Shareholder proxy no later than 5:00 p.m. (Toronto time) on January 29, 2015 to FREE ABERDEEN.
For assistance and ease with voting your GOLD proxy, please contact D.F. King Canada (toll-free) at 1-800-926-7043 or visit www.freeaberdeen.ca where the GOLD proxy can be easily voted by clicking on the "Vote Now" button.
About Meson Capital Partners LLC and Nightscape Capital (UK) LLP
Established in 2009, Meson Capital is a registered U.S. investment advisor based in San Francisco, USA. Meson Capital is managed by Ryan Morris, a Canadian citizen born in Toronto, Ontario.
Nightscape Capital is an FCA regulated investment advisor based in London, United Kingdom.
Cautionary Statement Regarding Forward-Looking Information
Certain information in this press release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives and intentions of Meson Capital and Nightscape Capital as they relate to Aberdeen and Aberdeen shareholders and other matters. All statements other than statements of historical fact may be forward-looking information. Material factors or assumptions that were applied in providing forward-looking information, include, but are not limited to, Aberdeen's future growth potential, its results of operations, future cash flows, ability to monetize assets for stated book value, the future performance and business prospects and opportunities of Aberdeen and the current general regulatory environment and economic conditions remaining unchanged. Should any factor affect Aberdeen , Meson Capital or Nightscape Capital in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. All of the forward-looking information reflected in this press release is qualified by these cautionary statements. Forward-looking information is provided and forward-looking statements are made as of the date of this press release and except as may be required by applicable law, each of Meson Capital and Nightscape Capital disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise.
* Permission to use quotations in this release were neither sought nor obtained.
SOURCE Meson Capital Partners LLC
For further information: Investor Inquiries: D.F. King Canada, North American Toll Free: 1-800-926-7043, International Collect Call: 1-201-806-7301, Email: [email protected]