Pentwater Responds to Turquoise Hill's Postponement of Annual General and Special Meeting (TSX:TRQ) (NYSE:TRQ)
April 28 2020 - 8:30AM
Pentwater Capital Management LP ("
Pentwater"), a
long-term supportive investor and the largest minority shareholder
of Turquoise Hill Resources Ltd. ("
Turquoise Hill"
or the "
Company") (TSX:TRQ) (NYSE:TRQ), owning,
together with its affiliates and associates, approximately 9.09% of
the Company's issued and outstanding common shares, today responded
to Turquoise Hill’s April 27, 2020 press release.
Yesterday morning, without advance notice to
Pentwater, Turquoise Hill unilaterally postponed the upcoming
annual general and special meeting of shareholders at which
Pentwater is proposing resolutions that would significantly enhance
minority shareholder rights. Pentwater is surprised and
disappointed by the indefinite postponement, particularly given
that Pentwater and Turquoise Hill had as of the end of last week
agreed on a meeting protocol and ancillary documents that would
have allowed Turquoise Hill to hold the meeting virtually on May
12, 2020, without risking anyone's health. Furthermore, Turquoise
Hill’s attorneys agreed with Pentwater to have an independent
outside party chair the meeting and were in the process of
selecting a mutually agreeable candidate. For these reasons, we
believe this indefinite delay to the annual and special meeting and
the substantial costs associated with rescheduling it for a later
date, are not justifiable and could have been avoided.
Did Turquoise Hill's board refuse to agree to
the protocol because the chair of the board, Peter Gillin, would
not accept standing aside as meeting chair in a proxy contest in
which his leadership of the board was actively challenged? We
don’t know. What we do know is that Mr. Gillin and fellow
“independent” board member Russel Robertson have been on the board
of Turquoise Hill since 2012 and between the two of them have
received millions of dollars from Turquoise Hill in compensation in
cash and kind, while overseeing an over 90% decline in the price of
Turquoise Hill's shares. And yet, even at Turquoise Hill’s
bargain basement share prices, Mr. Robertson has purchased ZERO
common shares of Turquoise Hill since joining the board, and Mr.
Gillin has purchased a mere 30,000 common shares.
Pentwater believes any board member of a
publicly traded company that has served on such board for eight
years, overseen a 90% fall in share price, and purchased close to
zero common shares is a ripe candidate for a refresh. Such board
members should explain and prove why they still deserve to keep
their seats, and not the other way around. Mr. Halbower would
serve as that refresh opportunity for all Turquoise Hill
shareholders by replacing either Mr. Gillin or Mr. Robertson who
must take responsibility for the massive failures at Turquoise Hill
over an eight-year span.
Enough is enough.
The time is up for the "independent directors".
Turquoise Hill can be much more than a shell company, with only
five employees and no permanent presence at its own mine.
Truly independent oversight is needed given the over $1.2 billion
dollars that has been paid by Oyu Tolgoi to Rio Tinto.
Minority shareholders deserve a truly independent investigation to
determine how Rio Tinto caused a $1.2 to $1.9 billion cost
overrun.
There is no reasonable or justifiable argument
against the concept that minority shareholders, who own 49% of
Turquoise Hill, should have the ability to directly choose some
representatives on the board. Turquoise Hill should do the right
thing and grant minority shareholders a voice. Unless the
board and its majority shareholder and project manager, Rio Tinto,
are engaged in self-dealing and non-arm's length transactions that
they wish to hide from the public and other shareholders, we cannot
think of any reason why they would be against the proposal that
Pentwater has put forth.
We Need Your Support
We are seeking your support at the Company's
upcoming annual and special meeting of shareholders to restore
accountability at Turquoise Hill and to give minority shareholders
back their voice.
We encourage our fellow shareholders to consider
the facts and take action against the current culture of
entrenchment, value destruction and misconduct at Turquoise Hill.
The interests of the Company's minority shareholders have been
disregarded for far too long. Your vote is critical to initiate
much-needed change, to restore accountability and to safeguard
minority shareholder interests in Turquoise Hill.
Shareholders are urged to vote only the GOLD
proxy:
- FOR the election of Matthew Halbower to the board of directors
of the Company;
- WITHHOLD in respect of the election of all of the management
nominees to the board of directors of the Company; and
- FOR the adoption of the shareholder proposal submitted by
Pentwater to amend the Company's articles to provide minority
shareholders of the Company with the exclusive right to nominate
and elect three of seven directors to the Board.
Shareholders are urged to read the full text of
Pentwater's proxy circular and related press releases, which have
been filed under Turquoise Hill's issuer profile at
www.sedar.com.
For further information contact:
MacKenzie Partners, Inc. Daniel Burch – 1-212-929-5748 Jeanne
Carr – 1-917-648-4478
Email: SaveTRQ@mackenziepartners.com
About Pentwater
Pentwater is a private investment firm focused on investing in
event driven strategies with expertise across the capital
structure. Founded in April of 2007, the firm’s experienced team
uses a dynamic, disciplined approach to mitigate risk and optimize
returns.
The head office of Pentwater is located at 1001 10th Ave South,
Suite 216, Naples, FL 34102.
Turquoise Hill Resources (NYSE:TRQ)
Historical Stock Chart
From Aug 2024 to Sep 2024
Turquoise Hill Resources (NYSE:TRQ)
Historical Stock Chart
From Sep 2023 to Sep 2024