Longford Energy Inc. Reconstitutes Board for Benefit of Shareholders
06 August 2012 - 3:16AM
PR Newswire (Canada)
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. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE. Longford Energy Inc. CONTACT: Peter H.
PuccettiInterim Chief Executive OfficerLongford Energy
Inc.416-203-2722 (telephone)416-203-0734 (facsimile)
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