NEW YORK, July 9, 2014 /PRNewswire/ -- Leading independent
proxy voting advisory firm Institutional Shareholder Services
("ISS") has recommended that shareholders of Antares Energy Ltd
(ASX: AZZ) (AZZEF) vote in favour of the appointment of three new
independent directors proposed by major shareholder, Lone Star
Value Investors, LP, and also vote in favour of removing two
executive directors from the Board.
In making its recommendation ISS commented that "the lack of
adequate independent representation on the Antares board is
concerning, and could indicate that change is warranted at board
level with respect to director independence."
ISS continued "The proposal from Lone
Star provides the Company with the opportunity to improve
its governance profile given that if the resolutions are passed,
the Antares board would become majority independent and would be
composed of directors who have the skills and experience that are
required in order to progress development at the Company's Permian
Basin assets."
ISS' recommendation was welcomed by Jeff
Eberwein of Lone Star Value which has called for
shareholders to elect five new, independent directors and remove
two executive directors at a General Meeting on 22 July.
"We are deeply gratified by the strong endorsement of ISS and
appreciate the overwhelming support we have received from our
fellow Antares shareholders to date," Mr. Eberwein said.
"We are pleased to see this recognition that Antares needs a
stronger Board to lead the Company through the important decisions
it faces, especially in maximizing the value of its Permian Basin
assets. The experience, independence and commitment to
shareholder value that our candidates will add to the Antares Board
are indispensable to realizing the full potential of the Company's
assets for the benefit of all shareholders."
Mr. Eberwein urged shareholders to vote in favour of all five of
its independent, highly-qualified director candidates, Jeffrey Eberwein, Aaron
Kennon, Eric Hyman,
William Fairhurst and Michael Sharwood, as well as removing Mr.
Shoemaker and Ms. McAppion from the Board.
Excerpts from ISS' Analysis & Recommendation
On the Lack of Independence and Serious Governance
Deficiencies:
"Currently, the Antares board is not majority independent,
comprising three executive directors (James
Cruickshank, Vicky McAppion, and Gregory Shoemaker) and one independent
non-executive director (Mark
Clohessy). Similarly, the audit, remuneration, and
nomination committees are non-majority independent, with all
committees comprising Mr Clohessy as chairman and Mr Cruickshank as
member. If all resolutions under this meeting are approved, the
Antares board will be majority independent, as it will comprise one
executive director (Mr Cruickshank), one non-independent
non-executive director (Jeffrey
Eberwein), and five independent non-executive directors
(Mark Clohessy, Aaron Kennon, Eric
Hyman, William Fairhurst, and
Michael Sharwood). Mr Eberwein is
not considered independent by ISS as he is founder and CEO of
Lone Star, a substantial shareholder
of Antares."
In Support of the Election of Lone Star Value's Director
Candidates:
"A vote FOR the election of Jeffery
Eberwein is warranted given that, if he were elected, he
would be sole representative of Lone
Star on the Antares board. As a substantial shareholder,
Lone Star arguably has the right to
have representation on the Antares board. A vote FOR the
election of Aaron Kennon and
William Fairhurst is warranted
because these nominees have relevant skills and experience which
would add value to the board as the Company progresses the
development of its Permian Basin assets."
In Support of Removing Executive Directors Shoemaker and
McAppion:
"Over the tenure of the relevant directors, Antares' share price
decreased year-on-year by 30 percent from FY09 to FY10, and over
four years by 8.3 percent from FY09 to FY13."
"A vote FOR the removal of incumbent directors Vicky McAppion
and Gregory Shoemaker is warranted
because they are executive directors on a board that is currently
not majority independent. Local market guidelines do not support
multiple executive directors serving on non-majority independent
boards. Should these executive directors be voted off the board,
this will not deny the Company with their expertise since it is
common in Australia for executives
to be invited to board meetings."
Lone Star Value urges all Antares shareholders to read carefully
the materials that Lone Star Value has mailed and may continue to
mail to them as those materials contain important
information. Lone Star Value called on all Antares
shareholders to vote on its blue and white proxy card to improve
the Board of Antares.
For further information please visit our website,
www.antaresvalue.com.au, or call our shareholder information line,
1300 889 468 (from within Australia) or +61 2 8022 7902 (from outside
Australia).
Proxy voting enquiries please contact:
Australia:
Murray Williams
GPS
+61 2 8022 7911
MWilliams@gpsproxy.com.au
USA:
John Grau
InvestorCom
203-972-9300 x11
jgrau@investor-com.com
Media enquiries please contact:
John Hurst
Cannings Corporate Communications
+61 418 708 663
SOURCE Lone Star Value Investors, LP