Proxy Circular Filed Today for April 8 Special Meeting
TORONTO, March 19 /CNW/ - Waterford Finance & Investment Limited today
filed a Proxy Circular seeking the support of other concerned shareholders of
First Calgary Petroleums Ltd. (FCP) for the removal of Richard G. Anderson as
President and Chief Executive Officer, and as a Director of FCP.
The Circular also asks other FCP shareholders to fix the number of
Directors at nine, to elect six replacement Directors, to elect three other
Directors who were elected by the FCP shareholders at the last FCP
shareholders' meeting, and to limit the Board's authority to complete certain
material transactions without shareholder approval.
"Like other FCP shareholders, we are alarmed by the erosion in the value
of our investment in the company and by the failure of Richard Anderson to
respond as CEO," said Michael Kroupeev, Director of London-based Waterford
Finance & Investment. "We are seeking a change in the CEO position that will
benefit all shareholders, not to increase our ownership or to exercise greater
control of FCP. We have been left with no choice but to seek his removal and
replace him with effective leadership that can put FCP back on track to create
Waterford questions Richard Anderson's claim that he has a strong
relationship with the government and national oil company of Algeria, where
FCP's principal asset is located. Rather, it believes that the current CEO's
leadership style and rare presence in Algeria, together with his past failure
to keep local authorities informed, has damaged relations with them. With an
FCP team in place in Algeria, removing Mr. Anderson can only be seen as an
improvement in the relationship.
Waterford has been involved with FCP since 2002 and has, like other
shareholders, suffered through the long decline of the company with Richard
Anderson as CEO. It currently holds approximately 9.4% of the outstanding
shares of FCP and, on December 12, 2007, requisitioned the Special
Shareholders' Meeting which will be held concurrently with the Annual General
Meeting on April 8, 2008 in Calgary.
The Proxy Circular and accompanying letter provides FCP shareholders with
reasons to vote for change at the company and urges them to vote the YELLOW
proxy they will be receiving shortly. The circular and related background and
documents are also available at the website: www.yourFCP.com.
FCP shareholders are asked to consider the following:
With Richard G. Anderson as CEO of FCP:
The price of FCP common shares has dropped dramatically over the last
- Share price has declined from $22.74 on March 18, 2005 to as low
as $1.80 before closing at $2.05 on January 21, 2008.
- Over the same period, FCP has drastically underperformed against
the overall Canadian equity market and the Canadian energy sector.
FCP has failed to develop any strategy to create real and sustainable
- As the value of FCP has plummeted with Anderson as CEO, FCP has
consistently failed to meet self-imposed deadlines to begin
production, further losing the confidence of the market. The
market does not believe anything has been done to create
shareholder value, and this is reflected in the dramatically
declining share price.
FCP has suffered since the unsuccessful sale process in 2005
- The starting point for the disastrous decline in FCP's share price
corresponds with the timing of the failed attempt to sell the
company in early 2005. Waterford believes that the responsibility
for this debacle, and the inability of FCP to recover since, rests
firmly on the CEO.
- Anderson acknowledges the errors in the failed sale process and
their effect. He stated that he believes FCP's share price would
not have experienced the volatility it has if the strategic
alternatives review not been undertaken.
CEO compensation for Anderson doubled in two years while shareholder
value declined dramatically
- Despite failing shareholders, Anderson more than doubled his
compensation between 2005 and 2007 in stark contrast to the price
of a FCP common share, which lost 85% of its value during this
period (from $18.85 per common share on December 31, 2004 to $2.89
per common share on December 31, 2007).
Failed to implement long-term financing solutions
- Since the failed sale of the company in 2005, FCP has failed to
deliver a viable long-term financing solution for the development
of the Algerian reserves through to commercial production.
Repeatedly diluted current shareholder equity in FCP
- FCP has repeatedly financed its operations by selling common
shares to the public, diluting current shareholder equity. If the
2007 convertible bonds were to be fully converted, a 1% ownership
interest in FCP on April 30, 2002, will have been diluted to
approximately a 0.24% interest today, a 76% drop.
Lost the confidence of the market
- Waterford believes that Anderson has consistently over-promised
and under-delivered and has lost the confidence of the market. A
UBS Investment Research report published on October 29, 2007 noted
that FCP is "trading at a substantial discount to (net asset
value) due to a number of concerns", including "financing risks"
and "a lack of confidence in management."
Demonstrated poor corporate governance more befitting of a private,
- FCP has taken certain questionable actions which, in Waterford's
opinion, reflect poorly on its corporate governance practices.
Several current and past members of senior management sit on the
Board or have been nominated to join the Board which is
- Based upon information derived from the FCP management circular,
FCP appears to have by-passed its own Governance Committee, which
is mandated to recommend suitable candidates as nominees for
election as directors.
- Based upon information derived from the FCP management circular,
FCP also appears to have failed to establish a special committee
of independent directors to address the requisition of the Meeting
and has been unresponsive to requests made to ensure that FCP
shareholders are not disenfranchised at the upcoming
"It is clearly time for new leadership at First Calgary Petroleums Ltd.
Your shares have lost 86% of their value in a little over three years - during
a period of general market strength and unprecedented increases in commodity
prices," Mr. Kroupeev says in a letter to fellow shareholders that accompanies
the Proxy Circular. "This is simply unacceptable. FCP has for many years
performed substantially below its true potential. Much of this
underperformance was avoidable and was the result of poor leadership at FCP."
"As a concerned shareholder of FCP, Waterford Finance & Investment
believes it is time to change the CEO and those incumbents of the board of
directors too closely aligned with the current CEO so that FCP can begin
realizing on its potential and deliver appropriate returns to all
Waterford is proposing for nomination six replacement directors, while
re-nominating three former members of the board, who collectively have
significant international oil and gas expertise and experience, which together
with financial, commercial and legal skills will make a well-balanced board
(unlike, in Waterford's view, the director nominees proposed by FCP
The Concerned Shareholder Nominees to the Board of Directors are:
- Alastair J. Beardshall - International Oil and Gas Executive/
Independent of FCP Management
- Keith Henry - International Oil and Gas Executive/Independent of
- Yuri K. Shafranik - International Oil and Gas Executive with
Governmental Background/Independent of FCP Management
- Menno Grouvel - International Oil and Gas Executive with Algerian
Experience/Independent of FCP Management
- Frank W. Proto - Oil and Gas Executive/Independent of FCP
- Raymond P. Cej - Oil and Gas Executive/Independent of FCP
- Phillip Knoll - Energy Consultant/Independent of FCP Management
- Matthew Lechtzier - International Financier/Independent of FCP
- William Y.W. Fung - Recognized Securities Lawyer/Independent of
It is expected that this stronger, more independent, Board of Directors
when elected will immediately seek and appoint a new CEO who has the skills
and experience to provide FCP with the leadership necessary to deliver
improved shareholder returns from an underlying business with significant
Shareholders are also being asked to limit the authority of any FCP board
to complete certain material transactions without shareholder approval since
FCP is effectively a single asset company and any transaction that would
either diminish or add to that asset would be a fundamental change on
corporate strategy with profound implications for all shareholders.
About the Annual and Special Meeting
The Annual and Special Meeting of Shareholders is scheduled to be held in
the McKnight Ballroom at the Sheraton Cavalier, 2620 32nd Avenue N.E.,
Calgary, on April 8, 2008 at 10:00 a.m. (Calgary time).
Shareholders are reminded to vote the YELLOW proxy form so that the proxy
can be received no later than 5:00 p.m. (Calgary Time), Thursday, April 3,
2008. Detailed instructions are included in the proxy circular that is being
distributed to all FCP shareholders.
Further information about voting the YELLOW proxy is available from
Kingsdale Shareholders Services at 1-866-851-2638.
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: Visit: www.yourFCP.com; Investors, Kingsdale
Shareholder Services, 1-866-851-2638; Media, John Lute, Lute & Company, (416)