Second City Capital Partners

June 20, 2011 15:26 ET

Second City Announces ISS Supports Dissident Nominees For Bennett Board

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 20, 2011) - Bennett Environmental Inc.'s largest shareholder, Second City Capital Partners I, Limited Partnership ("Second City"), today announced ISS Proxy Advisory Services has recommended shareholders vote for Second City's dissident nominees in the upcoming election for Bennett's board of directors.

ISS, in its recommendation today, said Second City, as dissident, "knows the company well and appears to have a reasonable plan. The dissident nominees, other than [Second City managing director Jamie] Farrar, are independent of SCC. As such, it may be expected that reasonable governance standards will be maintained. The support of the company's second largest shareholder may provide additional comfort to minority shareholders. On balance, it is felt that it may be time for a clean break and constitute a new board."

Added ISS, "Any judgment on the relative merits of the competing slates must consider to what extent a strategic transaction can be structured and implemented. It must be said that the current board does not appear to have succeeded in this task."

"As agreed by all players," said ISS, "the ideal strategy going forward for the company seems to be to seek a suitable merger candidate that could find synergy in the company's attributes (large cash balance, TSX listing, tax losses). In order to achieve this goal, a change in the board is considered necessary. The current board is depleted in numbers and the directors have not, in the past, been able to structure a suitable transaction."

ISS is widely recognized as one of the leading independent proxy voting and corporate governance advisory firms. Its analyses and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries throughout North America.

Voting Instructions

Second City urges shareholders to read the dissident materials and vote the BLUE proxy for Second City's nominees. To ensure the BLUE proxy is received in time to be voted at the meeting, shareholders are asked to return their proxies no later than Friday, June 24, 2011 at 5:00 P.M. (Eastern Time). For assistance contact Phoenix Advisory Partners (toll-free) 1-888-687-7516 or

About Second City

Second City is a private equity fund managed by Vancouver-based Second City Capital Partners, a multi-fund private equity group.


This news release shall operate as an amendment to Second City's June 6, 2011 dissident proxy circular.

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