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.
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.