CALGARY, March 28 /CNW/ - First Calgary Petroleums Ltd. ("FCP", "the
Company") today announced that ISS/RiskMetrics and Glass Lewis, two leading
independent proxy advisory firms, have rejected dissident shareholder
proposals to oust Richard Anderson, President and CEO of First Calgary
Petroleums. Furthermore, both advisory firms have supported the FCP slate of
Gar Emerson, Chairman of First Calgary Petroleums, said, "We are pleased
with ISS and Glass Lewis' recommendation that shareholders vote in favour of
FCP's management team and against Waterford Finance & Investment Limited.
These recommendations by two highly respected and independent advisory firms
affirm our position that FCP's current management team and board of directors
are the best choice to represent the interests of all shareholders."
ISS/RiskMetrics' recommendation states, "Given that management has a
clear strategy and an experienced team to implement strategy and that the
dissidents fail to propose any new or substantially different development or
financing strategy other than to select another CEO once elected, current
management continuity is obviously in the interest of the company."(*)
The ISS report also states, "...FCP appears to be on the right track to
creating value and restoring market confidence, contingent upon the critical
project debt financing within three to four months."(*)
Glass Lewis echoed the recommendation of ISS/RiskMetrics', stating that
they see "no reason for shareholders to support" the proposals put forth by
Waterford and question that the dissident shareholder group "has not provided
a plan for progress or a replacement for Mr. Anderson." Additionally, Glass
Lewis states that it "does not believe that Mr. Anderson, or the board for
that matter, has undertaken any action clearly contrary to the interests of
In addition to recognizing the strength of the FCP management team, ISS
and Glass Lewis also recognize the experience and expertise the incumbent
Board together with the additional management nominees will provide to FCP
ISS/RiskMetrics and Glass Lewis are widely recognized as leading
independent proxy voting and corporate governance advisory firms. Their
analyses and recommendations are relied upon by many major institutional
investment firms, mutual funds and fiduciaries throughout North America.
An Annual and Special Meeting of shareholders is scheduled for April 8,
2008 and a new slate of directors will be elected by the shareholders of FCP
at that meeting.
For up to date information we encourage you to visit the First Calgary
FCP has nominated the Honourable Roy MacLaren, Stuart McDowall, Kenneth
Taylor and David Savage to join Messrs. Richard Anderson, Gar Emerson, Shane
O'Leary, Darryl Raymaker and John van der Welle on the board of directors for
this upcoming meeting, as announced on March 10, 2008.
FCP has a clearly defined business plan for its Algerian assets and has
met major milestones as it moves towards the objective of achieving production
in 2010. Under Richard Anderson's leadership, FCP entered into a valuable
production-sharing contract with Sonatrach, the Algerian national oil company.
Management of First Calgary has worked extensively with Algerian authorities
to obtain government approval for a phased development plan for the MLE oil
and gas field and the completion of front end engineering and design work for
the MLE gas plant, pipeline and gathering systems. First Calgary expects to
award the contract for main construction by July 2008.
The dissidents have not outlined a strategic or business plan should it
acquire effective control of First Calgary through its proposed slate of
directors. They have also failed to outline a plan for First Calgary's future.
Their proposals might delay First Calgary's development plan to bring the
reserves into production and jeopardize years of essential goodwill with
Sonatrach and the Algerian government.
(*) Permission to use the ISS/RiskMetrics and Glass Lewis quotes were
neither sought nor obtained.
How to cast your BLUE proxy
You can support First Calgary by voting the BLUE proxy form shareholders
received in the mail, with a VOTE AGAINST the resolution to remove President
and CEO Richard Anderson and replace the Board of Directors.
It is vital you fully understand what may happen to your investment if
the dissidents seize effective control of your Company. The depth of
experience and strategic vision of the FCP nominees are best suited to lead
Every vote is important and your support is needed to ensure that FCP can
continue to execute on its well articulated strategy, on behalf of all
YOU MAY ALSO RECEIVE FORMS OF PROXIES AND OTHER MATERIALS FROM THE
DISSIDENTS. PLEASE DISCARD SUCH PROXIES AND USE ONLY THE BLUE PROXY
Voting is a very quick and easy process. To be effective, your BLUE proxy
must be received before and no later than 10:00 a.m. (MT) April 4, 2008, using
any one of the methods described on the BLUE proxy Due to the limited time
available, we recommend voting by Internet, telephone or facsimile.
Even if you have already voted using the dissident proxy you have every
right to change your vote by simply executing the BLUE proxy as indicated
below. It is the later dated proxy that will be counted.
The Board recommends that you vote your BLUE proxy:
FOR fixing the number of directors at nine;
FOR the election of the First Calgary Petroleums Ltd., nominated
AGAINST the Removal Resolution;
AGAINST the first two resolutions of the First Shareholder Proposal;
FOR the third resolution of the First Shareholder Proposal;
AGAINST the Second Shareholder Proposal; and
FOR the appointment of KPMG LLP as our auditors.
Should you have any questions or require assistance in voting your BLUE
proxy, please contact Georgeson, the Proxy Solicitation Agent hired by FCP at:
1 North American Toll Free Number: 1-866-725-6572
2 (*)TOLL FREE - European: 00 800 6611 6611
3 European Collect: +44 117 378 6025
(*) Austria; Belgium; Denmark; Finland; France; Germany; Ireland; Italy;
Netherlands; Norway; Spain; Sweden; Switzerland; United Kingdom
Protect your position and protect your investment in
First Calgary Petroleums.
Please vote the BLUE proxy today.
First Calgary's circular is available on SEDAR (www.sedar.ca).
Mr. Richard Anderson, President and Chief Executive Officer of First
Calgary was interviewed by Business Network News (BNN) on Thursday, March 27,
2008. To listen to the interview, please visit www.fcpl.ca or
First Calgary Petroleums Ltd. Profile
First Calgary 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 market of
the London Stock Exchange in the UK (FPL).
This press release contains forward-looking statements based on
assumptions considered reasonable at the time they were prepared. Any
statements that are contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. These statements speak
only to the conditions in existence as of the date of this press release, and
the Fund maintains no obligation to update such statements.
Forward-looking statements, by their nature, necessarily involve risks
and uncertainties that could cause actual results to differ materially from
those contemplated by the statements. Such risks and uncertainties include,
but are not limited to, risks associated with operations such as competition,
dependence on the construction industry, supplies of raw materials, dependence
on key personnel, labour relations, regulatory matters, environmental risks,
the successful execution of acquisition and integration strategies, foreign
exchange fluctuations, the effect of leverage and restrictive covenants in
financing arrangements, product liability, the ability to obtain insurance,
energy cost increases, the ability to fund necessary future capital
investments, and changes in tax Legislation.
When used in the interview, words such as "believe," "estimate,"
"forecast," "anticipate," "expect," "project," and similar expressions are
intended to identify forward looking statements. Such statements are subject
to certain risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may differ significantly from those expected. You
can find a discussion of those risks and uncertainties in our Canadian
For further information:
For further information: 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