Press release from CNW Group
Bankers Petroleum announces amendments to its proposed bylaws
Monday, May 13, 2013
Bankers Petroleum announces amendments to its proposed bylaws20:16 EDT Monday, May 13, 2013
CALGARY, May 13, 2013 /CNW/ - Bankers Petroleum Ltd. ("Bankers" or the "Company") (TSX: BNK, AIM: BNK) today announced that, based on feedback it has received from some of its shareholders and certain proxy advisory firms, it will amend its corporate bylaws should its continuance into Alberta be approved at the upcoming annual and special meeting of the shareholders of the Company to be held on May 21, 2013 (the "Meeting").
At the Meeting, shareholders have been asked to consider and, if deemed advisable, approve by special resolution the continuance of the Company from the corporate laws of British Columbia to the corporate laws of Alberta. In addition to aligning the Company's registration with the location of its head office, directors, officers and advisors, the main purpose for continuing the Company to Alberta is to position the Company to issue, on a tax effective basis, stock based dividends in the future. The provisions of the Business Corporations Act (Alberta) allow corporations to pay more tax effective stock based dividends as compared to the provisions of the Business Corporations Act (British Columbia).
The Company's board of directors believes that positioning the Company to issue, on a tax effective basis, stock based dividends is in the best interests of the Company. For reasons not directly related to the main purpose of the continuance, and as described further below, two proxy advisory firms have issued recommendations that shareholders vote against the continuance.
In order to complete the continuance to Alberta, the Company prepared Alberta style articles and bylaws and included them in the management information circular of the Company mailed to shareholders in connection with the Meeting (the "Circular").
The bylaws proposed in the Circular in connection with the continuance provide that a quorum for the constitution of a meeting of the Company's shareholders shall be two persons present in person or represented by proxy, entitled to vote thereat. This is the same shareholder quorum level that the Company has had historically. Defeat of the continuance resolution would not improve the quorum level and would result in the quorum requirement remaining unchanged.
Nonetheless, after consultation with some of our shareholders, the Company proposes that if the continuance is approved, it will amend its bylaws to provide that a quorum at a meeting of shareholders will be present if two persons holding not less than fifteen percent (15%) of the shares entitled to vote thereat are present in person or represented by proxy. After having conducted a review of its peers, the Company believes that this amended threshold is higher than the shareholder quorum thresholds established by its peers and is in keeping with good corporate governance practices.
The bylaws proposed in the Circular also contain an advance notice provision which provides that any shareholder proposing to nominate a person for election to the Company's board of directors must deliver timely notice of the nomination to the Company containing certain information on the proposed director nominee and nominating shareholder in accordance with the requirements for notice set forth in the bylaws. The bylaws permit the Company's board of directors to waive the timing requirements for the giving of advance notice, but the Company's board otherwise does not have the flexibility to waive the other requirements for the notice and information under the bylaws. The Company's board of directors believe that being able to waive the timing requirements but not the other requirements, such as the requirement for the nominating shareholder to provide full disclosure about the nominee, strikes a reasonable balance and is in the best interests of the Company and is consistent with the advance notice provisions of other corporations that have been previously supported by proxy advisory firms. Nonetheless, one proxy advisory firm has now recommended shareholders vote against the continuance resolution due to this minor aspect of the proposed bylaws. Requests by the Company to engage this firm in a discussion of the issues have been ignored. We are pleased that the other proxy advisory firm has remained consistent and have not taken issue with this detail of the bylaws.
Additionally, the Company proposes that if the continuance is approved, it will amend the bylaws to allow the Company's board of directors to waive any requirement contained in the advance notice provision of the bylaws. This will afford the board more flexibility in responding to director nominations, but will not obligate the board to waive any notice requirements where the board does not consider it prudent to do so.
The Company's board of directors and management wish to emphasize that the quorum and advance notice provisions of the proposed bylaw are not at the heart of the matter being put before the shareholders for approval. Any concerns relating to the bylaw in its present form should not serve to defeat the proposed continuance, which the Company's board of directors and management have proposed in order to position the Company to declare stock based dividends on a tax-effective basis in the future.
Bankers is committed to good corporate governance practices and has proposed the above amendments in accordance with such commitment.
In order to comply with applicable law, the Company believes that tabling these amendments for approval at the Meeting would require the Company to delay the meeting and incur additional expense in mailing further materials to its shareholders. In order to avoid further delay and expense in connection with the Meeting, which is not in the interest of shareholders, the Company proposes to proceed with the business of the Meeting as presently called and implement the amendments following the Meeting, if the continuance is approved by shareholders at the Meeting.
If the continuance is approved, the amendments described above will take effect when adopted by the Company's board of directors. The Company will only make these amendments if the proposed continuance is approved at the Meeting. Assuming the continuance is approved at the Meeting, after the amendments to the bylaws have been adopted, the Company's shareholders will be asked to confirm the amendments to the bylaws at the next shareholders' meeting.
The Company's board of directors and management believe it is in the best interests of the Company and its shareholders that the Company have the flexibility to issue tax-effective stock based dividends in the future. In light of the foregoing and in light of the bylaw amendments the Company will effect if its continuance to Alberta is approved, the Company's board of directors unanimously recommend that the Company's shareholders vote for the approval of the continuance.
For further information concerning the continuance and matters to be voted upon at the Meeting, shareholders are encouraged to review the Circular and contact the Company with any questions or concerns.
Please note that none of the foregoing should be construed as any indication that the Company will issue stock based dividends in the future or at all. All shareholders of the Company, where ever resident, are encouraged to consult their own tax advisors regarding the tax consequences to them of receiving stock based dividends.
Annual General Special Meeting
Bankers Petroleum invites all shareholders to attend its Annual General Special Meeting to be held on Tuesday, May 21 at The Metropolitan Centre, Calgary Alberta. This years' meeting will be held in the Strand/Tivoli room at 3:00 pm (MST).
About Bankers Petroleum Ltd.
Bankers Petroleum Ltd. is a Canadian-based oil and gas exploration and production company focused on developing large oil and gas reserves. In Albania, Bankers operates and has the full rights to develop the Patos-Marinza heavy oilfield, has a 100% interest in the Kuçova oilfield, and a 100% interest in Exploration Block "F". Bankers' shares are traded on the Toronto Stock Exchange and the AIM Market in London, England under the stock symbol BNK.
SOURCE: Bankers Petroleum Ltd.
For further information:
President and Chief Executive Officer
Executive VP, Finance and Chief Financial Officer
VP, Business Development
Canaccord Genuity Limited
+44 0 207 523 8000
FirstEnergy Capital LLP
Hugh Sanderson / David van Erp
+44 0 207 448 0200