Le Lézard
Classified in: Business
Subjects: BOARD OF DIRECTORS, MISCELLANEOUS

Certain JCP Nominees Commit to Purchase USD$3 Million of Crius Units if JCP Successfully Elects Director Candidates at Crius Energy Trust


All JCP Nominees Commit to Forego Cash Compensation as Directors if Elected ? Freeing up more than USD$390,000 for Unitholders

JCP Launches Website ? www.fixcrius.com ? to Communicate with Unitholders

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

HOUSTON, April 03, 2018 (GLOBE NEWSWIRE) -- JCP Investment Management, LLC (together with its affiliates, "JCP" or "we"), a significant unitholder of Crius Energy Trust ("Crius" or the "Trust") (TSX:KWH.UN), today announced that certain of its director nominees, Ali Hedayat and James C. Pappas, have committed to purchase an aggregate of USD$3 million worth of Crius units in the open market, either personally or through entities they control, if JCP successfully elects its director candidates to the Board of Directors of the Trust's administrator,  Crius  Energy  Administrator  Inc.  (the "Board"), at the Trust's upcoming 2018 Annual and Special Meeting of Unitholders. JCP also announced the launch of www.fixcrius.com, a website dedicated to seeking the election of JCP's director nominees, Lalit Aggarwal, Anu Dhir, Ali Hedayat and James C. Pappas, at the Trust's upcoming meeting.

Mr. Pappas of JCP stated, "We, like many unitholders, have suffered significant value destruction under the current Board's guidance.  Together with our nominees, we are committed to helping put Crius on the path to success and enhancing value for unitholders.  Ali and my commitment to purchase units, in addition to our current holdings, is an indication of how strongly we believe in the value creation opportunity at Crius and how important it is for the Board to have interests that are strongly aligned with unitholders through significant equity ownership."

If elected, each of JCP's nominees has also committed to forego the cash consideration that they otherwise would be entitled to for serving on the Board, which JCP believes will save the Trust approximately USD$390,000 annually.

Additionally, if elected, JCP's nominees will seek to implement minimum ownership guidelines whereby directors will be required to own a certain number of units and purchase units in the open market.

About JCP Investment Management:

JCP Investment Management, LLC is an investment firm headquartered in Houston, TX that engages in value-based investing across the capital structure. JCP follows an opportunistic approach to investing across different equity, credit and distressed securities largely in North America.

Investor Contact:

James C. Pappas
JCP Investment Management, LLC
(713) 333-5540

Disclaimers

JCP has not sought or obtained consent from any third party to the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein.

Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. JCP does not assume any obligation to update the forward-looking information.

Information in Support of Public Broadcast Solicitation

JCP is relying on the exemption under section 9.2(4) of National Instrument 51-102 ? Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with securities laws applicable to public broadcast solicitations.

This solicitation is being made by JCP, and not by or on behalf of the management of Crius Energy Administrator Inc. and Crius Energy Trust (collectively, "Crius"). The registered address of Crius is Suite 3400, One First Canadian Place, P.O. Box 130, Toronto, Ontario, M5X 1A4. The mailing address of Crius is 535 Connecticut Avenue, 6th Floor, Norwalk, CT, 06854.

JCP has filed an information circular containing the information required by Form 51-102F5 ? Information Circular in respect of its proposed nominees (the "JCP Nominees"), which is available under Crius' profile on SEDAR at www.sedar.com.

Proxies for the Crius 2018 unitholders' meeting (the "Meeting") may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by managers, directors, officers and employees of JCP, who will not be specifically remunerated therefor. In addition, JCP may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws.

JCP has entered into an agreement with Saratoga Proxy Consulting LLC ("Saratoga") pursuant to which Saratoga has agreed that it will act as JCP's proxy agent should JCP commence a formal solicitation of forms of proxy. Pursuant to this agreement, Saratoga will receive a fee not to exceed US$72,500 (a portion of which being a success fee), plus an additional fee of US$4.00 for each call to or from Crius unitholders. All costs incurred for the solicitation will be borne by JCP.

JCP is not requesting that Crius unitholders submit a proxy at this time. Once JCP has commenced a formal solicitation of proxies, a registered holder of units of Crius 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 to be provided by JCP, or as otherwise provided in the final proxy circular, once made available to unitholders; (b) by depositing an instrument in writing executed by the unitholder or by the unitholder's attorney authorized in writing, as the case may be: (i) at the office of Computershare Trust Company of Canada at any time up to and including the last business day preceding the day the Meeting or any adjournment or postponement of the Meeting is to be held, or (ii) with the chairman of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement of the Meeting; or (c) in any other manner permitted by law. A non-registered holder of units of Crius 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 JCP, neither JCP nor any of its managers, directors or officers, or any associates or affiliates of the foregoing, nor any of the JCP Nominees, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Crius' most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Crius or any of its subsidiaries; 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 of Crius Energy Administrator Inc.

 


These press releases may also interest you

at 17:52
In view of the passing of Thomas G. Kamp, a Director on the Board of Directors of The Taiwan Fund, Inc. (TWN) (the "Fund"), on March 20, 2024, the Board has approved amending the size of the Board to four Directors.  The Board will consider later in...

at 17:46
iA Financial Group today announces that the Annual Shareholder Meeting of iA Financial Corporation Inc. ("iA Financial Corporation") and the Annual Meeting of the Sole Common Shareholder and of the Participating Policyholders of Industrial Alliance...

at 17:37
Alto Adige Wines continues its Digging Deeper Roots campaign in the US market through comprehensive and thoughtful trade and media initiatives. Launched in 2023, the program enhances this Italian region's reach, awareness and understanding with key...

at 17:30
TuanChe Limited ("TuanChe" or the "Company") , a leading integrated automotive marketplace in China, today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2023 with the Securities and Exchange Commission...

at 17:30
Chesswood Group Limited ("Chesswood") , a specialty finance company with 40 years of experience in the commercial equipment finance market, today announces an update on its review of strategic alternatives to maximize shareholder value, previously...

at 17:30
The federal government will make a housing announcement in Watson Lake. Media are invited to join Brendan Hanley, Member of...



News published on and distributed by: