GRAND
CAYMAN, Cayman
Islands, Aug. 13, 2024 /CNW/ - On August 12, 2024, Simpson Oil Limited ("Simpson
Oil") commenced an application with the Ontario Superior Court of
Justice seeking a declaration that the standstill and voting
restrictions under the Governance Agreement ("Governance
Agreement") dated January 8, 2019
between Simpson Oil and Parkland Corporation ("Parkland") (TSX:
PKI), have ceased to apply in accordance with the terms of the
Governance Agreement on the basis of a material change in the
composition of Parkland's senior management since January 8, 2019.
In accepting the terms of the Governance Agreement in 2019,
Simpson Oil agreed to a standstill covenant and restrictions on its
ability to vote its PKI shares freely. Simpson Oil accepted the
standstill and voting restrictions because it was confident in the
stewardship of Parkland by its then current senior management team
and because under the terms of the Governance Agreement those
restrictions would fall away on the occurrence of a "Material
Adverse Change" or "MAC", which explicitly included "a material
change in the composition of senior management at Parkland".
Since 2019, there has been substantial churn of Parkland senior
management while performance of the company has suffered. As of
today, seven of the ten people identified as members of Parkland's
senior management team in its 2018 Annual Information Form
have left or ceased to be senior managers. Simpson Oil has long
maintained and made known to Parkland that a MAC has occurred under
the terms of the Governance Agreement and Simpson Oil will continue
to operate on the basis that the standstill and voting restrictions
under the Governance Agreement are no longer in effect. However,
despite the clearly material changes in the composition of
Parkland's senior management, Parkland has publicly asserted that
the voting and standstill restrictions under the Governance
Agreement continue to apply, creating confusion and uncertainty in
the market.
By incorrectly asserting that the voting restrictions and
standstill provisions imposed by the Governance Agreement remain in
place, Parkland is attempting to unilaterally impose restrictions
on Simpson Oil that are not consistent with the restrictions to
which Simpson Oil agreed. Prior to commencing this litigation,
Simpson Oil requested that Parkland acknowledge that a MAC had
occurred under the terms of the Governance Agreement, but Parkland
declined. In maintaining its position on the MAC despite a clear
factual basis to the contrary, Parkland's board has determined that
engaging in unnecessary litigation with its largest shareholder is
consistent with its duty to act in the best interests of the
company.
Parkland continues inappropriately to seek to insulate
indefinitely its board of directors and Chief Executive Officer
from accountability to Parkland's shareholders. Simpson Oil remains
committed to protecting shareholder rights for the benefit of all
shareholders, and will hold Parkland's board and Chief Executive
Officer accountable for the proper exercise and performance of
their duties, including the fiduciary duties to act in the best
interests of the company and to avoid conflicts of interest.
Simpson Oil welcomes the opportunity to discuss its strategic
vision for Parkland with other shareholders.
This press release is being issued by Simpson Oil Limited
("Simpson Oil") pursuant to National Instrument 62-103 – The
Early Warning System and Related Take-Over Bid and Insider
Reporting Issuers ("NI 62-103").
Simpson Oil holds 34,444,050 common shares ("Parkland Common
Shares") in the capital of Parkland, representing approximately
19.78% of the issued and outstanding Parkland Common Shares.
Subject to compliance with applicable laws and any applicable
contractual restrictions, Simpson Oil may from time to time dispose
of or acquire additional securities of Parkland.
Parkland's head office address is Suite 1800, 240 4th Avenue SW,
Calgary, Alberta, Canada, T2P 4H4.
Simpson Oil's head office address is 94 Solaris Avenue - 2nd Floor,
PO Box 30745, Camana Bay, Grand
Cayman, KY1-1203, Cayman
Islands.
This press release is being issued by Simpson Oil as a result of
a change in a material fact set out in a previous report. In
accordance with NI 62-103, an early warning report will be filed by
Simpson Oil on Parkland's SEDAR profile at www.sedar.com. A copy of
such report may also be obtained by contacting Kym Zelinski at 1-416-863-2630.
SOURCE Simpson Oil Limited
