Renegade Petroleum Ltd. Files Circular for Special Shareholder Meeting - Urges Shareholders to Just Say NO to FrontFour
13 12월 2013 - 8:05AM
Marketwired Canada
Renegade Petroleum Ltd. ("Renegade" or the "Company") (TSX VENTURE:RPL) filed
its management information circular today for its special meeting to be held on
Tuesday, January 28, 2014.
The meeting will consider a demand by FrontFour Capital Group LLC and a related
shareholder, collective holders of 5% of the common shares, to replace recently
elected directors entirely with its own nominees.
The circular lays out the choice that Renegade shareholders will have at the
meeting, between:
a. moving forward with the prudent and focused execution of the strategic
review process, while a diligent and strong technical team stewards the
assets under the watchful eye of our experienced oil and gas board
members; and
b. allowing an opportunistic hedge fund to gain full control of Renegade
without paying a control premium and without providing any constructive
plans for the future.
Urging shareholders to vote their WHITE proxies against FrontFour, in a letter
to shareholders Mr. Thomas Budd, Chairman of the Board, notes that, with "NO
plan, NO rationale and NO control premium offered to Renegade shareholders
during this critical stage in Renegade's existence, FrontFour's proposed changes
to the Board are NOT in the best interests of Renegade and its shareholders."
Further information about FrontFour's proposal and the matters to be considered
at the January 28th meeting can be found in Renegade's management information
circular dated December 12, 2013. The circular will be mailed to shareholders of
record as of December 9, 2013, and a copy of the circular will be available
under Renegade's profile on SEDAR at www.sedar.com and on Renegade's website at
www.renegadepetroleum.com.
ATTENTION RENEGADE SHAREHOLDERS
Vote your WHITE proxy by mail or fax in order for it to be received by the
deadline. Proxies must be received no later than Friday, January 24, 2014 at
11:00 a.m. (Calgary time). Please ensure that you sign and date the WHITE proxy.
For questions on voting your WHITE proxy, please call:
Kingsdale Shareholder Services Inc.
Telephone Toll Free: 1.866.581.1514
Toll Free Fax: 1.866.545.5580
Outside North America Call Collect: 1.416.867.2272
Email: contactus@kingsdaleshareholder.com
CORPORATE INFORMATION
Renegade is a light oil focused development and production company with assets
located in Saskatchewan, Alberta, Manitoba and North Dakota. Renegade's common
shares trade on the TSX Venture Exchange under the symbol RPL.
FORWARD-LOOKING STATEMENTS
Statements in this document may contain forward-looking statements or
information within the meaning of applicable securities laws. The reader is
cautioned that assumptions used in the preparation of such information may prove
to be incorrect. Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and unknown
risks, uncertainties, and other factors, many of which are beyond the control of
the Company. In addition, forward-looking statements or information are based on
a number of factors and assumptions which have been used to develop such
statements and information but which may prove to be incorrect. Although the
Company believes that the expectations reflected in such forward-looking
statements or information are reasonable, undue reliance should not be placed on
forward-looking statements because the Company can give no assurance that such
expectations will prove to be correct. The forward-looking statements contained
in this news release are made as at the date of this news release and the
Company does not undertake any obligation to update publicly or to revise any of
the included forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable securities
laws.
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.
(Full text of Mr. Thomas Budd's letter follows)
December 12, 2013
Dear Renegade Shareholders,
The upcoming special meeting of shareholders of Renegade Petroleum Ltd. is
important. You are being asked to make a major decision that will have a
significant impact on the future of your company and your investment. You are
asked to decide between:
a. forging ahead with the prudent and focused execution of the strategic
review process, while a diligent and strong technical team stewards the
assets under the watchful eye of our experienced oil and gas board
members; or
b. allowing an opportunistic hedge fund to gain full control of Renegade
without paying a control premium and without providing any constructive
plans for the future.
We are on the Right Path
The special meeting of shareholders will be held in the Turner Valley Room of
the Fairmont Palliser Hotel located at 133 - 9th Avenue S.W., Calgary, Alberta
on Tuesday, January 28, 2014 at 11:00 a.m. (Calgary time). At the Meeting, WE
URGE YOU TO JUST SAY NO to allowing an opportunistic hedge fund to divert our
path by gaining full control of your company without paying a control premium or
having any plans for your company's future.
Renegade is now on the right path. The execution of the strategic review
process, while concurrently focusing on our core assets is the right path for
Renegade and provides the best opportunity for our shareholders to see the value
of Renegade enhanced.
Your Board is working to enhance value for ALL Renegade shareholders
Renegade's fully independent board of directors is working hard to enhance
shareholder value by sustaining a high netback light oil asset portfolio, while
concurrently undertaking a strategic review process through the Special
Committee of the Board. The strategic review continues to involve investigating
alternatives, including potential value enhancing transactions, while at the
same time conducting a search for a new CEO. Since the commencement of the
strategic review process, Renegade has increased its financial flexibility
through a reduction of the dividend and prudent asset sales. For example, on
December 12, 2013 Renegade announced that it entered into a purchase and sale
agreement for the disposition of non-core assets for proceeds of $32.5 million,
with attractive transaction metrics of $92,850 per flowing barrel of oil and
liquids production and a transaction value of nearly 6x cash flow. This
transaction will be immediately beneficial to the company, as it will allow
Renegade to significantly decrease its debt and interest expenses.
The Special Committee continues to participate in numerous negotiations,
discussions and meetings with advisors and third parties. Many potential
counter-parties have executed confidentiality agreements and have been granted
access to a confidential data room. Renegade has received expressions of
interest with respect to asset and corporate transactions and many participants
remain active in the data room. The Board remains committed only to pursuing
courses of action that are in the long term best interests of Renegade and its
shareholders.
Your Board's Plan of Action is to:
-- take all required steps to enhance value and focus on our core assets,
including a diligent asset rationalization process, which will result in
reduced debt and interest expenses and will strengthen the quality of
the asset base;
-- continue to deliver strong operational and technical results and top
quartile operating netbacks;
-- drive towards a peer-comparable cost structure, G&A reductions and
strengthened corporate netbacks; and
-- continue the search for a highly-qualified CEO with a technical
background and a strong presence in the capital markets to lead Renegade
in a successful direction.
The Board and the Special Committee are focused on discharging their duties
appropriately through best corporate governance practices. Since the
commencement of the strategic review, your Board has been further strengthened
through the addition of three new highly experienced and qualified directors
with particular expertise and skill sets that are aligned with Renegade's needs.
At our very recent annual general and special meeting, shareholders voted to fix
the number of directors on the Board at eight. With the recent changes in our
Board, our number has temporarily increased to nine. In order to ultimately
restore the Board to eight members, Jay Reid and Steven Sharpe have indicated
their intention to resign from the Board. This will leave the Board with seven
directors and will provide the Board with the ability to appoint a new CEO to
fill the eighth seat on the Board. If the work of the Special Committee is not
completed by the time of Mr. Sharpe's resignation, Mr. Sharpe has indicated his
willingness to continue to assist the Special Committee and the Board in
fulfilling their work, as an advisor.
Do not let the dissidents jeopardize your investment
As you may be aware, FrontFour Capital Group LLC and Novo Investment Group Ltd.,
corporate shareholders of Renegade that are controlled by Zachary George, and
his father, Rick George, recently acquired a 5% interest in Renegade. On October
21, 2013 FrontFour requisitioned a meeting of shareholders. This meeting is a
clear distraction from the important work being undertaken in connection with
our strategic review process. It will delay our ability to secure a new CEO and
it has forced us to incur significant expenses, at a cost to ALL Renegade
shareholders. Nevertheless, we are compelled to call this requisitioned meeting
in order to fulfill the company's statutory obligations. It is unfortunate that
Renegade is forced to incur the additional expense and needless distraction of
having a meeting at this time, particularly when our annual general and special
meeting was held on September 27, 2013.
We have tried to engage in a constructive dialogue with FrontFour without
success. Our efforts have been met with evasive and disruptive behaviour.
Members of the Special Committee have spoken with FrontFour and Zachary George
and have exchanged letters and emails. FrontFour initially demanded four Board
seats. Our response was that we would consider their demand if they provided
resumes for their nominees, so that each individual could be properly
considered. FrontFour declined the opportunity and, instead, requisitioned this
poorly-timed and distracting meeting.
With NO plan, NO rationale and NO control premium offered to Renegade
shareholders during this critical stage in Renegade's existence, FrontFour's
proposed changes to the Board are NOT in the best interests of Renegade and its
shareholders. WE URGE YOU TO JUST SAY NO TO FRONTFOUR.
Continue on the right path. Vote your WHITE proxy AGAINST FrontFour's
resolutions and support your Board's strategic review efforts - do not be
distracted by FrontFour's opportunistic attempt to seize control of Renegade
without paying for it.
Your Board is committed to pursuing value and a successful future. Regardless of
how many shares you own it is imperative that you vote your WHITE proxy AGAINST
FrontFour's resolutions in order to stop FrontFour's attempt to take control of
your company.
Whether or not you plan to attend the Meeting, we urge you to read the
management information circular carefully and vote JUST SAY NO TO FRONTFOUR by
using the enclosed WHITE proxy.
You may vote your WHITE proxy by telephone or internet, or by signing, dating,
and returning the enclosed WHITE proxy in the postage-paid envelope provided.
Only your last-dated proxy will count - any proxy may be revoked at any time
prior to its exercise at the Meeting as described in the accompanying management
information circular.
If you have any questions, please contact Kingsdale Shareholder Services Inc.,
which is assisting us in connection with the Meeting, at 1-866-581-1514
toll-free in North America, or 416-867-2272 outside North America or by email at
contactus@kingsdaleshareholder.com.
On behalf of the Board and management, we would like to thank you for your
continued support of Renegade.
Yours truly,
Thomas Budd
Chairman of the Board of Directors
FOR FURTHER INFORMATION PLEASE CONTACT:
Renegade Petroleum Ltd.
Andrew Greenslade
Interim Chief Executive Officer
(403) 930-1102
Renegade Petroleum Ltd.
Mark Lobello
Interim Chief Financial Officer
(403) 355-8921
Renegade Petroleum Ltd. (TSXV:RPL)
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