CALGARY, Aug. 8, 2012 /CNW/ - Longford Energy Inc. (NEX -
LFD.H) announced today that it has implemented an amicable
reconstitution of its board of directors designed to place the
company in the best position to create long-term value for all its
shareholders.
The reconstituted board is the result of
discussions between Longford and Goodwood Inc., one of Longford's
major shareholders, regarding Longford's annual and special meeting
of shareholders to be held in September
2012 (the "2012 Meeting"). Goodwood controls approximately 12.1% of
Longford's outstanding common shares.
As a result of these discussions, Longford's
board has been reconstituted, as follows: Ian W. Delaney, Allan
Bezanson, Daniel P. Owen,
Peter H. Puccetti and Ahmed S. Said. Mr. Delaney has been appointed
chairman. In addition, at the 2012 Meeting, Longford will put
forward a resolution to increase the size of the board to six
members and Mr. Wesley J. Hall will
be nominated as the sixth director. (Biographies of these six
individuals can be found at the end of this release.)
The new board intends to actively review
Longford's prospects and opportunities to best utilize its capital
so as to maximize long-term value for shareholders, whether through
acquisitions, mergers, other transactions or in some other way.
Mr Delaney said: "The new board is
excited about the opportunities that lie ahead for Longford with
its cash resources. Guided by a highly experienced and
knowledgeable board of directors, we are confident that we will
successfully deploy Longford's capital in a manner that creates
significant and sustainable long-term value for shareholders."
The new board is also today committing on behalf
of Longford to its shareholders that, in the absence of one or more
transactions being undertaken or agreed to by Longford prior to its
annual meeting of shareholders to be held in 2013 (the "2013
Meeting"), Longford will put to a vote of shareholders at the 2013
Meeting the decision of whether Longford should pay substantially
all of its then available cash to its shareholders by dividend or
other distribution.
As part of the board reconstitution, Mr.
Stan Bharti has resigned as
Longford's executive chairman and Mr. Said has stepped down as
president and chief executive officer. All Longford's other former
directors, apart from Mr. Said, have also resigned, effective
today. Mr. Puccetti has been appointed as Longford's interim chief
executive officer. As part of these arrangements, releases
have been provided among the parties related to matters occurring
up to the date hereof. Longford has also agreed that Forbes
& Manhattan, Inc. will
continue to provide certain administrative services to Longford for
a transitional period.
Mr Delaney said: "On behalf of Longford and all
its shareholders, the new board wishes to thank Mr. Bharti and each
of the outgoing directors for their service to the company and its
shareholders."
Mr. Bharti added: "Our discussions with
Goodwood have been constructive
and fruitful. Longford has strong cash reserves, putting it in an
excellent position to take advantage of new opportunities in
challenging markets. My best wishes go to the new directors as they
continue to move the company forward."
Longford expects to mail in the coming days its
management information circular for the 2012 Meeting. The circular
will recommend that shareholders elect Messrs. Delaney, Bezanson,
Hall, Puccetti, Owen and Said as Longford's directors at the
meeting. In order to facilitate the timely distribution of
that circular to all shareholders, the new board of Longford has
determined that the 2012 Meeting will now occur on September 7, 2012, rather than on September 4, 2012 as previously
announced. The previously announced August 3, 2012 record date for purposes of
determining shareholders entitled to notice of and to vote at the
2012 Meeting remains unchanged.
Biographies:
- Ian W. Delaney -
Mr. Delaney is chairman of Sherritt International Corporation,
where he has been a director since October
1995 and non-executive chairman since January 2009. Mr. Delaney was also
Sherritt's president and chief executive officer from January 2009 to December
2011, executive chairman from May
2004 to December 2008 and
chairman from November 1995 to
May 2004. Prior to joining
Sherritt, Mr. Delaney served as chairman and chief executive
officer of Viridian Inc., president and chief executive officer of
The Horsham Corporation, and president and chief operating officer
at Merrill Lynch Canada Inc. Mr. Delaney is currently a
director of Cenovus Energy Inc., chairman of The Westaim
Corporation and chairman of Ornge. He has also served as a
director of a number of other companies including OPTI Canada Inc.,
Dynatec Corporation, EnCana Corp., Gerdau Ameristeel Corp. and
Goldcorp Inc. and as a trustee of Royal Utilities Income Fund.
- Allan Bezanson
- Mr. Bezanson is the Managing Partner of Cornerstone
Capital Partners, a Toronto-based
investment bank specializing in structuring and facilitating
investments in energy, resources and early stage technology
sectors. Previously, he was President and Partner at Oballan
Capital and Osprey Capital, Chairman of Bluewave Energy, President
and Partner at Phoenix Research and Trading, and President of
Protec Trading Inc. Mr. Bezanson has also served in senior
roles with Nowsco Well Service with significant experience in
the Middle and Far East, Europe
and North Africa.
Mr. Bezanson is also currently a director of Range Energy
Resources Inc.
- Wesley J. Hall
- Mr. Hall is a graduate of the Institute of Corporate
Directors (ICD) with nearly 20 years' experience in corporate
governance and shareholder communications. Mr. Hall founded
Kingsdale Shareholder Services Inc. in 2003 and Kingsdale
Communications Inc. in 2009 with the aim of providing clients with
an effective and comprehensive mechanism for communicating with
shareholders and managing investor relations. He was honoured
with the Ernst & Young Entrepreneur of the Year 2009 Award in
the Financial Services category in Ontario. Prior to forming Kingsdale, Mr. Hall
was vice- president of national sales for Georgeson Shareholder
Communications Canada, Inc. and a senior manager for a major
Canadian transfer agent. Mr. Hall was a founding board member and
the longest serving president of the Canadian Society of Corporate
Secretaries (CSCS), an organization he continues to be involved
with and support along with other corporate governance and investor
relations organizations. He is also currently chairman of
Difference Capital Funding Inc.
- Daniel P. Owen -
Mr. Owen is an accomplished private investor and entrepreneur, with
substantial and broad experience as an owner, founder, chairman,
chief executive officer, deputy chairman, and director of a wide
variety of domestic and international corporations. Mr. Owen
is currently chairman and chief executive officer of Molin Holdings
Limited (a capital investment management company), chairman of
Heli-Lynx Helicopter Services Inc. (a helicopter conversions and
enhancement company) and a director of The Westaim Corporation. Mr.
Owen was previously senior vice-president of operations of
Canada Director Development
Corporation and also served as a director of Sherritt International
Corporation, Dynatec Corporation and Dynex Power Inc. Mr. Owen is a
graduate of the London School of
Economics.
- Peter H. Puccetti - Mr.
Puccetti has 20 years of special-situations investment experience,
including involvement in many restructurings and turnarounds. He is
the founder, chairman and chief investment officer of Goodwood
Inc., which is the investment manager of various investment funds
including The Goodwood Fund which began in October 1996 as a long/short equity fund with a
focus on special-situations value investing. Mr. Puccetti is
a director and member of the senior management team of The Westaim
Corporation. Prior to founding Goodwood Inc., Mr. Puccetti
co-founded a successful institutional brokerage boutique, Puccetti
Farrell Capital Partners. Previously, Mr. Puccetti was an analyst,
investment banker, partner and member of the steering committee of
Sprott Securities Limited (now Cormark Securities Inc.). Mr.
Puccetti is a chartered financial analyst (CFA).
- Ahmed S. Said - Mr.
Said was until today Longford's president and chief executive
officer. His experience includes operational and senior management
roles in the oil and gas industry, both in Canada and internationally, and corporate
strategy development and host government negotiations. Mr.
Said is president, chief executive officer and a director of Vast
Exploration Inc. and president of the oil and gas group at Forbes
& Manhattan Inc., a private merchant bank. He is also a
director of several public and private companies, including Sagres
Energy Inc. and Stetson Oil & Gas Ltd.
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SOURCE Longford Energy Inc.