- Centennial responds favorably to press reports that Morguard may also seek board representation
- Invites Morguard to join Centennial's independent nominees for the benefit of all shareholders
TORONTO, May 29, 2015 /CNW/ - Centennial Group Limited ("Centennial"), an indirect owner of approximately 5% of the outstanding shares of Temple Hotels Inc. ("Temple" or the "Company") (TPH:TSX), responded favorably today to a recent press report that suggested that Morguard Corporation ("Morguard") (MRC:TSX), a shareholder of Temple, may seek representation on the Company's board of directors (the "Board").
"Centennial would be very pleased if Morguard nominated individuals for Temple's Board to serve alongside highly qualified and independent nominees that Centennial has put forward. We believe the Company's mounting financial, operational and governance challenges must be addressed by a board made up of shareholder representatives who are truly independent, aligned and effective, and possess the requisite capital markets sophistication," said David Nunn, CEO.
"As a well-respected fiduciary in the capital markets, we encourage Morguard to align itself with truly independent nominees and embrace the opportunity to address the challenges created by a manager with a long track record of value destruction and shareholder abuse," continued Mr. Nunn.
Centennial's nominees, Peter Aghar, Jon Hagan, Neil Labatte, Aida Tammer, and David Nunn, are highly experienced and well-respected individuals within the Canadian capital markets. Each of Centennial's nominees has held senior leadership positions at leading Canadian companies, including Legacy Hotels REIT, KingSett Capital, Cadillac Fairview and CIBC World Markets. Each nominee has considerable experience in hospitality, real estate, operations management, corporate finance and/or corporate governance. While the nominees will act as independent fiduciaries, they all support a campaign for immediate change at Temple.
ABOUT CENTENNIAL GROUP LIMITED
Centennial Group Limited has developed, constructed and managed hotels as well as commercial and residential developments, across Canada for over 45 years. Centennial Group Limited is the owner of Centennial Hotels Limited, a Canadian hotel management company operating on a national basis that was listed on the TSX Venture Exchange until its privatization in 2001.
The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. Centennial is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation. This solicitation is being made by Centennial and is not by or on behalf of management of Temple. The registered office address of Temple is 360 Main Street, 30th Floor, Winnipeg, Manitoba R3C 4G1.
Centennial has filed this press release containing the information required by section 9.2(4)(c) of NI 51-102 and has filed a separate document containing the information required by Form 51-102F5 – Information Circular, in respect of Centennial's nominees for election to the board of directors of Temple at Temple's annual and special meeting of shareholders to be held on June 25, 2015, including any and all adjournments or postponements of such meeting, on Temple's company profile on SEDAR at www.sedar.com.
Centennial intends to solicit proxies in accordance with all applicable securities laws and corporate law requirements and in connection therewith intends to provide a form of proxy to shareholders of Temple that wish to support the election of Centennial's nominees. Proxies may be solicited by mail, telephone, e-mail or other electronic means and in person by directors, officers and employees of Centennial or by Centennial's nominees, who will not be specifically remunerated therefor. In addition, Centennial may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian securities laws and corporate law requirements, conveyed by way of public broadcast, including through press releases, speeches, advertisements or publications, and by any other manner permitted under applicable Canadian laws. Centennial has also retained Kingsdale Shareholder Services to assist in the solicitation of proxies. Centennial will pay Kingsdale solicitation fees estimated at up to approximately $50,000 plus per call fees, and will reimburse Kingsdale for its reasonable out-of-pocket expenses incurred in connection with the solicitation. The costs incurred in connection with the preparation of proxy solicitation materials and the solicitation will be borne by Centennial.
A registered shareholder of Temple that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Temple at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used, or (ii) with the chairman of the annual and special shareholders meeting on the day of the meeting; or (c) in any other manner permitted by law. A non-registered holder of common shares of Temple 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.
To the knowledge of Centennial, neither Centennial, nor any of its directors or officers, or any associates or affiliates of the foregoing, nor any of the Centennial Nominees or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the commencement of Temple's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Temple or any of its subsidiaries, other than the transactions described in Temple's business acquisition report dated March 1, 2013 and filed under Temple's profile on SEDAR at www.sedar.com; or (ii) 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 Meeting other than the election of directors.
All statements in this news release, other than statements of historical fact, constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is subject to risks and uncertainties that may cause actual results to vary materially from those implied by the forward-looking information. Readers are cautioned not to place undue reliance on such forward-looking information. Centennial undertakes no obligation to publicly update or revise any such forward-looking information, except as required by law.
SOURCE Centennial Group Limited