VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 7, 2016) - Richard Baxter, Patrick Bonney and Simon Buckett, shareholders (collectively, the "Concerned Shareholders") and senior officers of Parkit Enterprise Inc. (the "Company") urge Parkit shareholders to support the Concerned Shareholders' slate of directors at the upcoming Parkit AGM.
WHY YOU SHOULD VOTE FOR CHANGE AND SUBMIT THE YELLOW PROXY:
- Align yourself with those that have a significant investment in your Company: The Concerned Shareholders, who together with their nominees hold approximately 11% of the Company's shares, have taken action as concerned investors, after repeatedly witnessing the dysfunctional dynamic of the current Board. The current Board only holds approximately 2% of the Company's shares.
- Exercise your right to take control: The Concerned Shareholders urge all fellow investors to act to exercise their fundamental right to "take control" of the Company (as the Board so derisively describes the exercise of shareholder rights). We, as shareholders, need to toss out an obstructionist Board that lacks any real alignment with shareholders and prioritizes entrenching their own positions over the fundamental principle of shareholder democracy. The decision to delay the AGM for no good reason demonstrates their lack of respect for shareholder democracy.
- Right size the Board: The Concerned Shareholders brought forward their alternative director slate this year only after repeated attempts to engage in a constructive dialogue with the Board about the right Board composition and size to suit the Company's business model and help drive strategy and deal flow in a productive and efficient manner, prompted by the unsolicited feedback received by the Concerned Shareholders from other substantial shareholders concerned about the Board. The Board refused to engage in any dialogue preferring to hold on to their jobs and fees.
- Concerned Shareholder nominees are highly qualified: The Concerned Shareholders believe a smaller board of four directors highly qualified in real estate acquisitions and asset management, that is willing to roll up their sleeves and do the work at the Board level without the need for extra fees is what the Company needs. The experienced group of three independent directors nominated by the Concerned Shareholders will help management identify and complete value-enhancing deals in a manner that is effective and efficient from both a cost and time perspective, while providing strong independent oversight.
- As management, the Concerned Shareholders have driven value for shareholders: The Concerned Shareholders, as management, have always driven the strategy, key partnerships and deals for the Company and created real value for shareholders. Since joining the Company as executives in 2012-2014 the Concerned Shareholders have been responsible for a $19 million increase in net asset value since the end of 2013, as per the Company's most recent financial statements. In the view of the Concerned Shareholders, the Board has contributed little to nothing of value to any of the Company's strategy, key relationships or business deals, and it is now clear to the Concerned Shareholders that the Board collectively has a very limited understanding of the Company's business model of real estate acquisition and asset management. The Board, by their own admission in their most recent circular, has no strategy or plan in place for how to run the Company. This is about having a team in place to drive value for shareholders. The Concerned Shareholders are that team.
- Board materials sent to shareholders are designed to entrench: The Board Materials are filled with false, misleading and inflammatory language, designed to distract shareholders from the real issues stemming from Board dysfunction. Just a few important examples include:
- The Board suggests management compensation is inappropriate and points the blame at management, when the Board is responsible for setting and approving management compensation. Management's current salaries and bonus were unanimously approved by the Board based on the recommendations of an independent consultant retained by the Board. The Board also ignores the fact that Mr. Baxter repeatedly deferred his salary and performance based compensation for the first two years of his employment and provided personal financial support while turning the Company around and implementing its current business model.
- The Board's allegations that the Concerned Shareholders attempted to influence the mailing of the Company's AGM materials are completely false. The Concerned Shareholders explicitly directed the Corporate Secretary to take instructions on the AGM materials directly from the Board and Chairman. The Chairman provided those instructions. The Board conveniently omits that the AGM materials were sent to the exact same group of shareholders that the Company always sends its AGM materials. All decisions regarding the AGM materials were made by the Corporate Secretary and Board, though the Board then uses these same Board decisions as reason to delay the AGM and subject the Company to further cost and delay.
- Board actions are inconsistent and self-serving: The Board suggests a history of unreasonable behavior on the part of the Concerned Shareholders, and yet only a month ago, endorsed Rick Baxter to stand for re-election to the Board and in February approved ongoing employment salaries and bonuses for the Concerned Shareholders as senior management. Either this Board is incapable of providing real oversight and leadership of management, or is engaging in revisionist re-writing of history to serve their own self-interested entrenchment. Either way, the Company and its shareholders deserve better.
- Stop the Board from spending your money: Parkit is not a large company. Shareholders should decide who runs it. The Board has hired expensive Toronto lawyers in addition to the Company's regular counsel. The Board FedExed their meeting materials when mailing them in a timely way would have been sufficient. Submit your yellow proxy to stop further needless expenses.
Support the Concerned Shareholders
New materials including the YELLOW proxy or voting instruction form ("YELLOW Proxy") will be mailed to Shareholders shortly. In the meantime, the Concerned Shareholders encourage shareholders to review their proxy circular dated May 18, 2016 (the "Concerned Shareholders Circular") and YELLOW Proxy which had previously been mailed to shareholders, in respect of the nomination of Rob King, Kevin Carpenter, Roy King and Richard Baxter for election as directors of the Company. An electronic copy of the proxy circular dated May 18, 2016 and further information relating to the Proposed Nominees and other important information on voting is available on SEDAR at www.sedar.com, and at www.laurelhill.com/parkitconcernedshareholders.
How to Vote
Shareholders may vote online, by telephone, by fax or any other applicable voting methods set out in the Concerned Shareholders' Circular and supplemental voting materials. The Concerned Shareholders urge shareholders to DISCARD any BLUE proxy or voting instruction form, as applicable, included with any Company Circular in respect of the AGM. Shareholders are urged to NOT use that proxy or voting instruction form. Instead, follow the instructions found on the YELLOW Proxy provided by the Concerned Shareholder
In light of the recent announcement of possible postal disruption in Canada, the physical delivery of the Concerned Shareholders' materials including the YELLOW Proxy may be delayed. Accordingly, any Shareholders who do not receive the Concerned Shareholders' materials in a timely fashion are encouraged to review electronic copies which are or will be filed on SEDAR at www.sedar.com and on the Concerned Shareholders' website at www.laurelhill.com/parkitconcernedshareholders. Shareholders may also contact Laurel Hill Advisory Group toll free at 1-877-452-7184, or by email at email@example.com.
About the Concerned Shareholders
Richard Baxter is the President and Chief Executive Officer of the Company and is a member of the Board. Patrick Bonney is the Chief Investment Officer of the Company. Mr. Buckett is the Chief Financial Officer of the Company. The Concerned Shareholders collectively beneficially own or control 3,072,058 common shares of the Company, representing approximately 9.53% of its outstanding common shares.
Proxies are being solicited and the Concerned Shareholders' Circular is being provided by and on behalf of the Concerned Shareholders, each in his capacity as a shareholder, and is NOT being provided (i) by or on behalf of the Board or the management of the Company or (ii) by or on behalf of any Concerned Shareholder in his capacity as an employee or officer of the Company.
Further Information or Assistance
For more information or if you require assistance with voting, please contact Laurel Hill Advisory Group, proxy solicitation agent for the Concerned Shareholders, at:
About the Company
Parkit Enterprise Inc. is engaged in the acquisition, optimization and asset management of income producing parking facilities across the United States. Its registered office is located at Suite 2900 - 595 Burrard Street, Vancouver, BC, V7X 1J5.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this news release are forward-looking statements. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including, without limitation, risks and uncertainties related to actions taken by the Company or shareholders in connection with the Meeting. No assurance can be given that any of the events or outcomes anticipated by any forward-looking statement will occur.