- Shareholders holding approximately 19% of the outstanding
Voxtur common shares express support for immediate board leadership
change
- Board leadership change is required to address value
destruction and Voxtur's anemic performance
- Al Qureshi, Voxtur's
President of Capital Markets, to bring proven leadership track
record and industry experience needed by Voxtur as new CEO
- The Voxtur Shareholders for Accountability urge all
shareholders to vote for its highly qualified Board
nominees
PLYMOUTH, Minn., June 19,
2024 /PRNewswire/ - A group of shareholders (the
"Voxtur Shareholders for Accountability", "We",
"Us", or "Our") of Voxtur Analytics Corp. (TSXV:
VXTR) (OTCQB: VXTRF) ("Voxtur" or the "Company"),
including Nicholas H. Smith, the
former Chairman of Voxtur, announce that they are seeking to
reconstitute the board of directors of Voxtur (the "Board")
at Voxtur's Annual General and Special Meeting (the "AGSM")
scheduled to be held virtually at
https://virtualmeetings.tsxtrust.com/en/1654 (password: voxtur2024)
on Friday, June 28, 2024 at
9:00 a.m. (Eastern Time). The Voxtur
Shareholders for Accountability are nominating six highly qualified
individuals at the AGSM.
The six nominees that the Voxtur Shareholders for Accountability
are nominating are Nicholas H.
Smith, Alan P. Qureshi,
Chris B. Bixby, Jeffrey A. Hilligoss, Chad Neel and Thomas J.
Holthus (collectively, the "Shareholder Nominees").
For additional details on the Shareholder Nominees, see
"Information Concerning the Shareholder Nominees" below.
As a Voxtur shareholder, you can VOTE FOR the Shareholder
Nominees using the form of proxy or voting instruction form that
you received with your AGSM materials from the Company. You must
act quickly and before the deadline of 9:00
a.m. (Eastern Time), on Wednesday,
June 26, 2024 (or any earlier deadline indicated by your
broker).
Please carefully read and follow the instructions below under
the heading "How to Vote for the Shareholder Nominees" for more
information about how to support the Shareholder Nominees.
The Time to Act is Now
The Voxtur Shareholders for Accountability have lost confidence
in the Board and the current management team's ability to execute
the Company's business plan for the benefit of shareholders. This
is evidenced by a significant deterioration in financial
performance and share price, the lack of market liquidity for the
Company's common shares and the absence of coherent strategic
direction from management.
As a result, we believe the Board ought to immediately commence
a strategic review process that will encompass an evaluation of the
Company's current strategic direction, operations, market valuation
and capital structure. The strategic review process ought to
consider appropriate strategic, business and financial alternatives
for the Company, which may include, without limitation, a corporate
sale, a merger or other business combination, a sale of all or a
portion of the Company's assets, strategic investment, or
continuation as a standalone publicly traded company.
High Level Results Reflect the Symptoms
Voxtur's current management team has had sufficient time to
successfully execute the Company's business plan but has failed to
do so at the expense of shareholders. These failures have resulted
in:
- losses from continuing operations in each of the last five
years, including a Q4 2023 adjusted EBITDA1 loss
from continuing operations of approximately C$3.9 million and Q1 2024 adjusted EBITDA loss
from continuing operations of C$665,000;
- an approximate 95% decline in the price of the Company's common
shares from the peak price on April 18,
2022, to its closing price on May 17,
2024 (the record date for the AGSM);
- approximately C$307 million in
cumulative losses from 2019 to Q1 20242;
- an approximate 83% decline in liquidity of the common shares
from Q1 2021 to Q1 20243; and
- "going concern" opinions from the Company's auditor in each of
the past two financial years.
The Company's pattern of losses can continue no longer. Voxtur's
shareholders have a vote and we urge the shareholders to make their
voice heard and to replace Voxtur's current Board. In the interim,
the Voxtur Shareholders for Accountability remain willing to engage
directly and constructively with the Board to ensure a smooth
transition after the AGSM.
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_________________________________
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1 Voxtur discloses adjusted EBITDA
which is an unaudited non-GAAP measure and does not have any
standardized meaning prescribed under IFRS and, therefore, may not
be comparable to similar measures employed by other reporting
issuers. For factors Voxtur believes are relevant in disclosing
adjusted EBITDA, see Voxtur's financial statements and associated
management discussion and analysis. Copies are available under
Voxtur's SEDAR+_ profile at www.sedarplus.ca.
|
|
2 Based
on comprehensive losses (in thousands of Canadian dollars) of
C$7,898 (Q1 2024 – see unaudited condensed interim financial
statements for the three months ended March 31, 2024 and 2023),
C$54,250 (2023 – see audited annual consolidated financial
statements for the years ended December 31, 2023 and 2022),
C$206,385 (2022 – see audited annual consolidated financial
statements for the years ended December 31, 2022 and 2021),
C$32,905 (2021 – see audited annual consolidated financial
statements for the years ended December 31, 2022 and 2021), C$4,884
(2020 – see audited annual consolidated financial statements for
the years ended December 31, 2020 and 2019) and $1,169 (2019 – see
audited annual consolidated financial statements for the years
ended December 31, 2019 and 2018).
|
|
3 Trading in
the Company's common shares was halted from October 29, 2020, to
January 22, 2021.
|
Potential Causes of Voxtur's
Anemic Performance
1.
Voxtur lacks a coherent strategic plan.
Voxtur lacks a clear strategic plan, brand
position and vision to execute and communicate to shareholders. In
order to be successful, the Board and management must develop and
execute a strategic plan and articulate the plan to the
shareholders.
2.
Voxtur's current management team lacks any material
experience in the US residential mortgage market.
Not one of management's Board nominees has any
material expertise in a residential PropTech4 or
FinTech5 domain areas. As these domains pose unique
challenges, the Company requires experienced leadership to
formulate a credible and cogent go-to-market strategy.
3.
Voxtur's corporate structure is costly and inappropriate for
the size of the underlying business.
For too long, the Board has presided over
run-away costs at the corporate level, which have not yielded
results for the Company or its shareholders. In fact, to pay for
these costs, the Board has diluted Voxtur's shareholders through
equity raises. The Company's bloated corporate cost structure must
be reigned in to achieve positive results for its shareholders.
Examples of such bloated costs include:
-
- Annual base salary of Gary
Yeoman, Interim Chief Executive Officer and Chairman of
US$1,000,000 per his most recent
employment agreement entered into on January
29, 2021 (Mr. Yeoman's annual base salary under his previous
employment agreement with Voxtur, entered into on April 2, 2018, was C$325,000);
- Consulting fees paid to Yeoman & Company Paralegal
Professional Corporation ("YCP") based on a consulting
agreement entered into between YCP and Voxtur (the "Consulting
Agreement") for approximately C$388,000. Two of the principals of YCP are the
sons of Gary Yeoman. The term of the
Consulting Agreement runs until December
2034; and
- Payments of approximately C$462,750 in director and committee fees made
over the last two fiscal years to two of Voxtur's proposed
independent directors.
The Shareholder Nominees have both the experience and a clear
plan to address the urgent challenges that Voxtur faces
head-on.
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__________________________________
|
|
4
PropTech is the intersection of the real estate industry with
technology and software.
|
|
5 FinTech is software that
seeks to make financial services and processes easier, faster and
more secure.
|
Proposed Remedies
1.
Install a Board and management team with expertise in the US
residential mortgage market.
The majority of Voxtur's clients and prospective
clients conduct business within the
United States. The Shareholder Nominees possess over 135
years of leadership experience in the US residential mortgage
sector. This level of expertise is not mirrored by the current
Board or management team. In recent years, Voxtur has witnessed
significant turnover in its executive team and Board, including the
departure of the CEO, CFO, CRO and COO, among others. This turnover
suggests potential issues at the Board and/or management levels. It
is imperative for Voxtur to urgently recruit and retain leaders who
have the requisite experience, vision, and confidence to implement
the necessary operational changes and mortgage-focused innovations
for a prosperous future. The Shareholder Nominees embody these
attributes and are ready to lead the execution.
With good corporate governance principles in
mind, the Voxtur Shareholders for Accountability propose that Mr.
Hilligoss serve as the Board's independent Chair and Chair of the
Audit Committee and Mr. Smith serve as Chair of the
Nomination-Compensation and Governance Committee. Messrs. Smith and
Bixby will join Mr. Hilligoss to form the Company's Audit Committee
and Messrs. Hilligoss and Bixby will join Mr. Smith to form the
Nomination-Compensation and Governance Committee.
The Voxtur Shareholders for Accountability
further seek to appoint Alan P.
Qureshi, the Company's current President of Capital Markets,
as the Chief Executive Officer of the Company. As further described
below, Mr. Qureshi amply possesses both the requisite leadership
track record and industry experience to right the ship and to
execute on a value-creating business plan for all Voxtur
shareholders.
2.
Implement a long-term strategic plan for sustainable
shareholder performance.
The Shareholder Nominees are committed to a
long-term strategy, rather than a short-term trading approach in
order to generate sustainable performance for all shareholders. The
Shareholder Nominees will implement a clear strategy and vision for
the future, which is expected to include stringent expense
management and operational enhancements to improve profit margins.
We anticipate a swift establishment of:
(i) a strategic framework for core and non-core
assets;
(ii) an operational vision, which emphasizes the
expansion of the Blue Water (as defined herein) franchise; and
(iii) a comprehensive operational plan aimed at
managing expenses, optimizing the corporate structure, and
maximizing shareholder returns.
3.
Conduct a strategic asset review to identify opportunities
for value creation.
Drawing upon their extensive experience in the
US mortgage market, the Shareholder Nominees will assess the
Company's core and non-core assets and explore strategic
alternatives to enhance shareholder value.
4.
Enhance the transparency of financial reporting.
Voxtur's quarterly reporting is superficial and
lacks key insights to the Company's business. For the Company's
stock price to recover, the Shareholder Nominees believe that
investors require quality information (e.g., insight to the
industry) so they can make informed business decisions. As a
result, the Shareholder Nominees intend to implement business
unit-specific reporting with consistent and transparent
information, and to provide clear and regular reporting
intervals.
5.
Optimize Voxtur's corporate structure.
With trailing selling and business development,
and general and administration expenses exceeding C$8.7 million for Q1 2024, Voxtur is projected to
incur approximately C$35 million in
annual expenses. These figures are unsustainable for a company of
Voxtur's scale and the Company's financial statements indicate that
it cannot maintain the current level of expenditures. While we
acknowledge current management's recognition of the Blue Water
subsidiary's growth potential, the execution in terms of reporting,
expense management, and corporate overhead has been deficient,
resulting in what appears to be an untenable financial burden for
the Company. The Shareholder Nominees intend to promptly address
excessive corporate spending, minimize bureaucracy, and execute a
strategic vision. They also intend to leverage the existing
management team from Blue Water (a subsidiary of the Company) and
supplement that with external public company focused resources for
hire in order to reduce costs dramatically and streamline
results.
6.
Transformational Leadership for Voxtur
The necessary changes for Voxtur will not be
without challenges. Transformation must originate from the top,
starting with the Board leadership. This Board requires leaders who
possess credibility, operational acumen, relevant industry
experience, and a robust vision for the future, particularly during
challenging times. Furthermore, it is essential for Voxtur's
employees to feel understood and for clients to be assured that
their voices are being heard.
Information Concerning the
Shareholder Nominees
The six nominees that the Voxtur Shareholders for Accountability
are nominating are Nicholas H.
Smith, Alan P. Qureshi,
Chris B. Bixby, Jeffrey A. Hilligoss, Chad Neel and Thomas J.
Holthus. A brief biography for each of the Shareholder
Nominees is set out below:
Nicholas H. Smith: is the
Founder, Managing Partner and Chief Executive Officer of Rice Park,
overseeing all aspects of Rice Park's strategies and operations.
Mr. Smith brings nearly 25 years of experience to his role. Before
founding Rice Park, Mr. Smith served as Chief Investment Officer of
Blackstone's private residential mortgage real estate investment
trust and was the Co-Founder and Chief Investment Officer of
Finance of America Companies (NYSE: FOA), a Blackstone portfolio
company. Prior to Blackstone, Mr. Smith served as Managing Director
of Two Harbors Investment Corp (NYSE: TWO), where he built and led
the investment platform for mortgage servicing rights and
residential whole loans. From 2004 to 2012, Mr. Smith served in a
variety of areas for Green Tree Investment Management ("GTIM"). As
Chief Investment Officer, he was responsible for the residential
mortgage investment platform of Green Tree Holdings, GTIM's parent
company, and its affiliate, Green Tree Servicing. He also served as
the Senior Portfolio Manager for the SerVertis Master Fund I LP, a
US$1.45 billion re-performing
mortgage loan investment fund co-managed by GTIM. Mr. Smith worked
at GMAC ResCap (formerly GMAC-RFC) from 1998 to 2004, and has
served in a variety of roles on the mortgage trading desk and in
corporate development, where he led the valuation of equity
investments in U.S., Asian and European consumer finance
companies.
Mr. Smith studied economics as an undergraduate at the
University of Minnesota and was a
Master of Science, Quantitative Finance candidate at the University
of London; he is currently a
member of the CFA Institute and CFA Society of Minnesota.
Alan P. Qureshi: serves as
the President of Blue Water Financial Technologies Holding Company,
LLC ("Blue Water"), whose mission is to digitize the
mortgage asset primary and secondary market(s). Blue Water, as a
key subsidiary, significantly drives revenue for its parent
company, Voxtur. With over 25 years of experience in the Capital
Markets and Mortgage Industry, Mr. Qureshi oversees both the Blue
Water Financial Technologies, LLC a registered investment advisor
(in the United States) and Blue
Water Financial Technologies Services, LLC, the technology arm of
the Blue Water. which specializes in the automated valuation,
trading, quality assurance, transfer and diligence of various
mortgage assets. Following the acquisition of Blue Water in 2022,
Mr. Qureshi became a significant shareholder of Voxtur, having
invested additional proceeds into the company. Since the
acquisition, Mr. Qureshi and his team have expanded Blue Water's
suite of products and services to include pre-close quality
assurance, loan level optimization, warehouse solutions, third
party rating review ready solutions and token-ready services.
Additionally, Mr. Qureshi has added significant scale to the
platform with now greater than 500 originators currently engaged
through Blue Water's transaction platform(s). Lastly, Mr. Qureshi
has added additional platforms and products – to include whole
loan, non-qualified mortgages (non-qm), reverse mortgages and
second liens. Prior to co-founding Blue Water with a like-minded
team of innovators and capital markets experts in 2018, Mr. Qureshi
served as the President of Incenter Portfolio Advisors, and as the
Head of Mortgage Servicing Hedging and Hedging Analytics at U.S.
Bank where he conceptualized and implemented the banks model shift
from a Static valuation model to OAS. Earlier in his career, Mr.
Qureshi also held MSR, analytic, hedging and trading appointments
for JP Morgan, Merrill Lynch, and Diamondback Capital.
Mr. Qureshi holds a Bachelor of Applied Science and Engineering
from the University of Toronto. He also
obtained his Master of Business Administration from New York University's Stern School with a
specialization in Finance and Economics, and holds dual citizenship
from both Canada and the United States of America.
Chris B. Bixby: Mr. Bixby
has a diverse background, having served both in investment and
entrepreneurial roles. Mr. Bixby is Managing Director, Strategic
Equity Investing for Rice Park Capital Management and is
responsible for sourcing, underwriting, structuring and managing
investments in early to mid-stage technology companies operating in
the residential and commercial real estate, mortgage, and payments
sectors. He is also Chair of the Board at Candor Technology, Inc.
("Candor Technology"), an automated underwriting platform,
and serves as an advisory board member for several PropTech
companies. Prior to Rice Park, Chris was Vice President of Growth
at Sezzle, a rapidly growing FinTech, where he was focused on
building strategic partnerships with enterprise retailers. He
joined pre-IPO as Vice President of Marketing and led the
successful rebranding efforts. Mr. Bixby began his career on Wall
Street, working as an investment banking analyst in mergers and
acquisitions at Jefferies, LLC, and later as a private equity
associate at Castle Harlan, a US$1
billion fund, where he invested in middle-market private
equity transactions.
Mr. Bixby received his A.B. from Bowdoin
College, majoring in Economics and Government & Legal
Studies. He earned his MBA from Harvard
Business School.
Jeffrey A. Hilligoss: Mr.
Hilligoss is an accomplished business leader with a 36-year track
record of building and leading high-performing and
cross-organizational teams to create value, manage risk, and
develop resilient practices in the financial markets. Mr. Hilligoss
has demonstrated success throughout his career in C-Suite,
functional, and transactional leadership roles with Castlelake L.P,
DiTech Holdings (Green Tree Investment Management), GMAC ResCap,
Cargill Financial Services Corp., US Bank, and HSBC. Mr. Hilligoss
has functional expertise as the chief executive of an
SEC-registered alternative investment adviser and roles leading
corporate strategy, business development, risk management, and
special and distressed situations, including a track record of
successful business formations, turnarounds, acquisitions, and
divestitures. In 2016, Mr. Hilligoss founded The Upper Bound, an
independent boutique business advisory, consulting, and interim
management services practice, serving alternative asset managers,
institutional investors, portfolio companies, and operating
platforms active in the private capital markets.
Mr. Hilligoss holds a Bachelor of Science in biochemistry from
Indiana University (1985), an MBA from
the Tepper School of Business at Carnegie
Mellon University (1987), and is a graduate of the
Wharton/Spencer Stuart Director's Institute at the University of
Pennsylvania (1996).
Chad Neel: Mr. Neel has over twenty-five years of
experience in the mortgage industry, with a successful background
running multiple business lines from technology startup companies
to large national service providers, including Appraisal Management
Companies (AMC), Asset Management, Auction, Escrow/Closing
Management, Field Services, Legal Services, and National Title
Operations. He has been involved in multiple startup businesses and
serves on various executive and advisory boards. Mr. Neel was the
CEO of the company that introduced and patented the first online
trading exchange for pricing and locking loans. He then worked for
over ten years, running multiple business lines for Fidelity
National Financial Financial/Lender Processing Services, with a
history of turning around troubled businesses and experience
managing volumes that exceeded a million service transactions per
month. Most recently, he serves as the Chief Executive of McCarthy
& Holthus, LLP, a multistate law firm recognized as a leading
service provider.
Mr. Neel has his Bachelors Degree in Finance and Accounting from
Oklahoma State University in 1991.
Thomas J. Holthus:
Thomas J. Holthus is a founding
partner of McCarthy & Holthus, LLP, a multi-jurisdictional law
firm based in San Diego,
California. Mr. Holthus has received an AV Preeminent®
rating from Martindale Hubbell. Mr.
Holthus focuses on representing banks and other financial
institutions in creditor's rights involving loan workouts,
litigation, foreclosure, and bankruptcy matters. Mr. Holthus is
licensed to practice law in the states of California, Nevada, and Nebraska. Mr. Holthus has been a partner in
McCarthy & Holthus, LLP since 1999.
Mr. Holthus received his juris doctorate from California Western
School of Law in 1984 and a Bachelor of Science in Business
Economics from Arizona State University
in 1980.
Messrs. Smith and Bixby both have extensive experience in the
PropTech field and directly and indirectly hold and/or manage
investments and positions with other PropTech ventures. Such
investments and positions are with businesses that deal in mortgage
servicing rights, including Candor Technology. The Shareholder
Nominees believe that the prior and current PropTech experiences of
Messrs. Smith and Bixby are complementary to, and do not conflict
with, the proposed strategic review process of the Company since,
among other things, total size of the mortgage market is vast in
comparison to the market size of any one business in mortgage space
and the prior PropTech experience gained by Messrs Smith and Bixby
is immensely valuable to understand the competitive landscape faced
by the Company and to shape the Company's strategy going
forward.
Additional information concerning the Shareholder Nominees can
be found in an information document (the "Information
Document") filed by the Voxtur Shareholders for Accountability
under the Company's SEDAR+ profile at www.sedarplus.ca containing
the disclosure required under section 9.2(6) of National Instrument
51-102 – Continuous Disclosure Obligations ("NI
51-102") in respect of the Shareholder Nominees. Shareholders
are strongly encouraged to review the Information Document.
As of the date of this press release, shareholders holding
approximately 139,277,306 common shares of Voxtur have signed
support letters in favor of the Shareholder Nominees, representing
approximately 19.3% of the total issued and outstanding common
shares of Voxtur as of the record date for the AGSM.
How to Vote for the Shareholder
Nominees
You can vote for the Shareholder Nominees using the form of
proxy or voting instruction form that you received with your
materials for the AGSM by doing the following prior to 9:00 a.m. (Eastern Time), on Wednesday, June 26, 2024 (or any earlier deadline
indicated by your broker).
- insert the names "Nicholas H.
Smith, or failing him, Alan P.
Qureshi" (the "Voxtur Shareholders for Accountability
Representatives") as your proxyholder on the reverse side of
the proxy form or voting instruction form, in the blank space
labeled, "PLEASE PRINT APPOINTEE NAME" that is provided;
- do not provide any voting instructions for the election of
directors (i.e., do not check any of the "for" or "withhold" boxes
for any of management's director nominees);
- do not provide any voting instructions for setting the number
of directors at four (i.e., do not check either of the "for" or
"against" boxes); and
- otherwise properly complete, sign, date and return your form of
proxy or voting instruction form (either by registered mail or
courier, facsimile, or via the Internet) by carefully following the
instructions provided on your form of proxy or voting instruction
form. You cannot vote by telephone if you want to support the
Shareholder Nominees.
Please also send a copy of your form of proxy or voting
instruction form (or a written confirmation if you vote via the
Internet) to the attention of Nicholas H.
Smith by email to: inquiries@riceparkcapital.com.
If you appoint the Voxtur Shareholders for
Accountability Representatives as your proxyholder with
discretionary authority for the election of directors, your common
shares will be voted FOR the Shareholders Nominees.
Even if you have already voted for management's director
nominees, you can change your vote by executing another form of
proxy bearing a later date and depositing it prior to 9:00 a.m. (Eastern Time), on Wednesday, June 26, 2024, if you are a registered
shareholder. If you are a beneficial shareholder who has voted by
proxy through your intermediary, please contact your intermediary
immediately to obtain instructions on the procedures you
need to follow to change your voting instructions. The change or
revocation of voting instructions by a beneficial shareholder can
take several days or longer to complete and, accordingly, needs to
be completed well in advance of the deadline set by your
intermediary or its service company.
If you have misplaced your form of proxy or voting instruction
form, or if you have any questions or need assistance in completing
and submitting your proxy or voting instruction form or changing
your vote, please contact Nicholas H.
Smith by email to: inquiries@riceparkcapital.com.
YOUR VOTE IS EXTREMELY
IMPORTANT. PLEASE VOTE NO LATER
THAN 9:00 a.m. (EASTERN TIME) ON
WEDNESDAY, JUNE 26, 2024 (OR EARLIER IF REQUIRED BY YOUR
BROKER).
Additional Information |
Information in Support of Public Broadcast Exemption
The following information is provided in accordance with
Canadian corporate and securities laws applicable to public
broadcast solicitations. The Voxtur Shareholders for Accountability
are relying on the exemption under section 9.2(4) of NI 51-102 and
section 112 (1.2) of the Ontario
Business Corporations Act to make this public broadcast
solicitation.
This solicitation is being made by the Voxtur Shareholders for
Accountability and not by or on behalf of the management of Voxtur.
The registered office address of Voxtur is located at 543 Ridout
Street N, London, Ontario, Canada,
N6A 2PB.
The Voxtur Shareholders for Accountability have filed this press
release containing the information required by section 9.2(4)(c) of
NI 51-102 and has filed the Information Document containing the
information required by section 9.2(6) of NI 51-102 and Form
51-102F5 - Information Circular in respect of the
Shareholder Nominees on the Company's profile on SEDAR+ at
www.sedarplus.ca.
The Voxtur Shareholders for Accountability may solicit proxies
in reliance upon the public broadcast exemption to the solicitation
requirements under applicable Canadian corporate and securities
laws, conveyed by way of public broadcast, including through press
releases, speeches or publications, and by any other manner
permitted under applicable Canadian laws. All costs incurred for
the solicitation will be borne by the Voxtur Shareholders for
Accountability.
A registered holder of common shares of Voxtur that gives a
proxy may revoke it: (a) by completing and signing a proxy bearing
a later date and depositing it in accordance with the instructions
contained in Voxtur's management information circular; (b) by
depositing an instrument in writing revoking the proxy executed by
the shareholder or by the shareholder's attorney authorized in
writing (i) at Voxtur's registered office at any time up to and
including the last business day preceding the day of the AGSM or
any adjournment thereof at which the proxy is to be used, or (ii)
with the Chair of the AGSM immediately prior to the AGSM being
called to order or any adjournment thereof; or (c) in any other
manner permitted by law.
A non-registered holder of common shares of Voxtur will be
entitled to revoke a form of proxy or voting instruction form given
to an intermediary at any time by written notice to the
intermediary in accordance with the instructions given to the
non-registered holder by its intermediary. It should be noted that
revocation of proxies or voting instructions by a non-registered
holder can take several days or even longer to complete and,
accordingly, any such revocation should be completed well in
advance of the deadline given in the form of proxy or voting
instruction form by the intermediary or its service company to
ensure it is effective.
As of the date of this press release, shareholders holding
approximately 139,277,306 common shares of Voxtur have signed
support letters in favor of the Shareholder Nominees, representing
approximately 19.3% of the total issued and outstanding common
shares of Voxtur as of the record date for the AGSM.
Additional Information | Interest
in Matters to be Acted Upon at the AGSM
Mr. Qureshi's employment agreement with Blue Water Financial
Technologies, LLC (a wholly-owned indirect subsidiary of the
Company) provides that the severance amount for termination without
cause, or resignation by Mr. Qureshi citing a "good reason" (as
defined in the employment agreement), within six (6) months prior
to or twelve (12) months after a "change in control" (which
includes the election of the Shareholder Nominees to the Board, in
addition to other events described in the employment agreement), be
equal to three times Mr. Qureshi's annual base salary then in
effect and his average annual incentive compensation during the
term of his employment.
With the exception of the foregoing, to the knowledge of Voxtur
Shareholders for Accountability, none of the Voxtur Shareholders
for Accountability or any of the Shareholder Nominees or any of
their respective associates or affiliates has any material
interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter currently known to be acted
upon at the AGSM other than the election of directors. In addition,
none of the Voxtur Shareholders for Accountability or any of the
Shareholder Nominees or any of their respective associates or
affiliates has any material interest, direct or indirect, in any
transaction since the beginning of the Company's most recently
completed financial year or in any proposed transaction that has
materially affected or would materially affect the Company or any
of its subsidiaries.
Disclaimer
The information contained or referenced herein is for
information purposes only in order to provide the views of the
Voxtur Shareholders for Accountability and the matters which the
Voxtur Shareholders for Accountability believe to be of concern to
shareholders described herein. The information is not tailored to
specific investment objections, the financial situations,
suitability, or particular need of any specific person(s) who may
receive the information, and should not be taken as advice in
considering the merits of any investment decision. The views
expressed herein represent the views and options of the Voxtur
Shareholders for Accountability, whose opinions may change at any
time and which are based on the analyses of the Voxtur Shareholders
for Accountability.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking information within
the meaning of applicable securities laws. In general,
forward-looking information refers to disclosure about future
conditions, courses of action, and events. Forward-looking
information in this press release may include, but is not limited
to, statements of Voxtur Shareholders for Accountability regarding
(i) the AGSM, including the intention of the Voxtur Shareholders
for Accountability to solicit proxies in connection
therewith, (ii) the proposed reconstitution of the Board, (iii) the
future of the Company and (iv) matters relating to the Company,
including its business, operations, financial condition and
strategic plan. All statements contained in this press release that
are not clearly historical in nature or that necessarily depend on
future events are forward‐looking, and the use of any of the words
"anticipates", "believes", "expects", "intends", "plans", "will",
"would", and similar expressions are intended to identify
forward-looking statements. These statements are based on current
expectations of the Voxtur Shareholders for Accountability and
currently available information. Forward-looking statements are not
guarantees of future performance, involve certain risks and
uncertainties that are difficult to predict, and are based upon
assumptions as to future events that may not prove to be accurate.
The Voxtur Shareholders for Accountability undertake no obligation
to update publicly or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise, except as required by applicable securities
legislation.
Further Information
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SOURCE Voxtur Shareholders for Accountability