Forbes & Manhattan Coal Corp.
TSX : FMC
JSE : FMC

Forbes & Manhattan Coal Corp.

September 06, 2012 07:00 ET

Forbes Coal Questions Dissidents' Disruptive Tactics

TORONTO, ONTARIO--(Marketwire - Sept. 6, 2012) - Forbes & Manhattan Coal Corp. (TSX:FMC)(JSE:FMC) ("Forbes Coal" or the "Company") today questioned the disruptive tactics adopted by a group of dissident shareholders seeking to position the board of Forbes Coal in a manner that is advantageous to the dissident shareholders in connection with any future acquisition of Forbes Coal by the dissidents.

Responding to the dissident group's last-minute attempt to gain support for its slate of nominees to the Forbes Coal board, Stephan Theron, Forbes Coal's chief executive officer, said: "Forbes Coal's record speaks for itself. We have made great progress in our turnaround strategy at our two South African mines, and we have met all key operational and financial targets."

Mr. Theron added: "The dissidents have failed to demonstrate that the current board and management have not effectively executed Forbes Coal's strategy. Even so, we have gone out of our way to accommodate their concerns. But their recent actions point to an ill-disguised attempt to position the board of Forbes Coal in a manner that is advantageous to them in an effort to potentially gain control of Forbes Coal in the future without paying the premium normally associated with an acquisition."

Forbes Coal's Recent Achievements:

Forbes Coal has made significant strides in implementing its turnaround strategy in the face of challenging conditions in the global coal industry.

Since acquiring the Magdalena and Aviemore Mines in September 2010, the current management and directors have:

  • Increased saleable production by 74% by strategically expanding production from both mines;
  • Positioned Forbes Coal for long-term export growth by expanding export capacity by 960,000 tonnes and by signing a three-year sales contract with a leading energy trading company for 1.75 million tonnes of thermal coal;
  • More than doubled revenue from $46 million in fiscal 2011 to $105 million in 2012;
  • Raised annual earnings before interest, taxes and depreciation (EBITDA) by 65% to $27.3 million in fiscal 2012;
  • Improved social relations at both mines and dramatically reduced time lost to injuries;
  • Raised over $75 million in equity and debt to acquire the assets and expand operations;
  • Added research coverage from seven reputable brokerage firms in Canada and South Africa;
  • Listed Forbes Coal on the Toronto Stock Exchange and the Johannesburg Stock Exchange.

Forbes Coal now has a strong balance sheet, with cash reserves of $8.1 million, providing more than sufficient working capital to meet present growth objectives.

The Dissident Group's Proposals:

In their dissident proxy circular dated September 4, 2012, the dissidents have proposed a number of resolutions. Forbes Coal has engaged Resource Capital Fund (the majority dissident shareholder) on numerous occasions in an effort to alleviate their concerns and find a compromise. For example, we proposed adding one of their independent nominees to the board, and naming an independent, non-executive chairman. Mr. Stan Bharti, Forbes Coal's present chairman, would have taken on the role of vice-chairman. Resource Capital Fund has rebuffed these positive initiatives.

The dissident group proposes:

1. An amended slate of directors in order to ensure that the assets of Forbes Coal are managed for the benefit of all shareholders and to increase the corporate governance and oversight of the board and management.

However, they have not presented any evidence that the assets are being mismanaged nor have they presented any alternative plan for Forbes Coal. Conversely, management and the current board of directors have been successful in meeting all targets within their control and executing on Forbes Coal's strategy, which attests to the strength of the current board and management team. We are concerned that the presence of more directors representing the dissident group could upset this balance and disrupt decision-making and operations. Management of Forbes Coal has had unanimous support of the board in executing its strategy to date (including the support of Mr. Ryan Bennett who is Resource Capital Fund's representative).

In addition, Mr. Bennett also chairs the current board's corporate governance committee, which effectively provides Resource Capital Fund with a direct forum to raise any issues concerning Forbes Coal's corporate governance practices. To date, no such issues have been raised by Mr. Bennett.

2. A non-binding advisory vote on majority independence of the board.

However, despite asking for shareholders views in this regard, their current proposed slate of directors would result in only three of the six directors being considered independent, while the slate of directors proposed by Forbes Coal would result in a majority of the board of directors being independent.

3. A non-binding advisory vote for the independent directors to review the existing compensation of all directors of Forbes Coal.

However, they have not explained to shareholders why a review is necessary. In addition, Mr. Bennett is a member of the compensation committee, which effectively provides Resource Capital Fund with a direct forum to raise any issues concerning Forbes Coal's compensation practices. Again, to date, no such issues have been raised by Mr. Bennett either in his role as a board member or a compensation committee member.

4. A non-binding advisory vote with respect to individual director election at the next annual general meeting.

As disclosed in the circular of Forbes Coal dated August 10, 2012, Forbes Coal has already committed to move to individual director voting at the next annual meeting.

The dissidents had ample time to add the above non-binding advisory resolutions to the agenda for the meeting or to requisition a meeting, but failed to do so. The dissidents' proposals could potentially position the board of Forbes Coal in a manner that is advantageous to them in connection with any future acquisition of Forbes Coal by the dissidents as a result of not having to pay the premium normally associated with such an acquisition.

"We are proud of Forbes Coal's achievements under the current board and management", Mr. Theron said. "Shareholders should ask themselves why the dissidents are trying to break up a winning team."

Attention Forbes Coal shareholders:
Forbes Coal shareholders will elect directors for the coming year at the annual and special meeting on September 17, 2012.
You are urged to vote only your BLUE proxy well in advance of the deadline of 10am (Toronto time) on September 13, 2012.
If you have any questions about your vote, please contact Kingsdale Shareholder Services at 1-866-230-2635 toll free in North America or at (416) 867 2272 outside of North America (collect calls accepted) or by email at contactus@kingsdaleshareholder.com.

About Forbes Coal:

Forbes Coal is a growing coal producer in southern Africa. It holds a majority interest in two operating mines through its 100% interest in Forbes Coal (Pty) Ltd., a South African company which has a 70% interest in Zinoju Coal (Pty) Ltd. Zinoju holds a 100% interest in the Magdalena bituminous mine and the Aviemore anthracite mine in South Africa. The mines have a substantial resource base and each mine has a projected life span in excess of 20 years. Forbes Coal is increasing production at both mines using existing infrastructure and capacity. The company has in-place transportation infrastructure allowing its coal to reach both export corridors and the growing domestic coal market. Forbes Coal has a strong balance sheet and an experienced coal-focused management team.

Cautionary Notes:

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to anticipated changes to corporate governance practices, projected future production and exports, future financial or operating performance of the Company and its projects and statements made with respect to prospects for the business of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, foreign operations, political and social uncertainties; a history of operating losses; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral products; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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