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JCP Alleges Crius Holding Company Engaged In "Entrenching" Behavior

April 17,2018



JCP Investment Management, LLC (together with its affiliates, “JCP”) a significant unitholder of Crius Energy Trust (“Crius” or the “Trust”) alleged that the Board of Directors of the Trust’s administrator, Crius Energy Administrator Inc. (the “Board”), have engaged in efforts to "thwart" JCP’s ability to communicate with unitholders in connection with the Trust’s upcoming 2018 Annual and Special Meeting of Unitholders (the “2018 Meeting”).

Crius said in a statement concerning JCP’s statement that, "JCP had difficulty formulating proper requests for unitholder lists and had to re-submit those that were done in error. Crius has in no way thwarted JCP’s ability to communicate with unitholders, and has responded to proper list requests in a timely manner and in a manner consistent with Canadian practice."

JCP alleged that, "On March 26th, JCP submitted a request for unitholder list materials to Crius to allow us to communicate with our fellow unitholders in connection with the upcoming 2018 Meeting, where we will seek to elect our candidates – Lalit Aggarwal, Anu Dhir, Ali Hedayat and James C. Pappas – to the Board. Unfortunately, the Trust did not produce up-to-date lists of beneficial holders of Trust units, choosing instead to send a year-old list used in connection with last year’s meeting of unitholders. This obviously frustrates our right to make our case to unitholders to elect our candidates to the Board. We are still hopeful that management and the Board will agree to engage with us in meaningful discussions about the direction Crius must take to restore unitholder value, promptly and without any further waste of Crius’ resources."

JCP said that, "We are troubled by the lengths to which Crius management and the Board have gone in an apparent attempt to thwart our communications with other unitholders and have no doubt that our fellow unitholders will find this behavior as disconcerting as we do. In our view, these actions perpetuate the Trust’s pattern of entrenchment, poor corporate governance and flawed decision making. We call on this obstructionist behavior to cease immediately and encourage our fellow unitholders to inform the Board that you feel the same way."

JCP alleged more specifically as follows:

• "On March 26th, we submitted a typical request to Crius requesting unitholder list materials. Under applicable law, Crius had 10 days to satisfy the request."

• "On March 30th, we received a response from Crius confirming that it would make the requested materials available following our payment for the materials, which payment we made on April 3rd. There was no communication from Crius that the bulk of the materials which were to be delivered would be hopelessly out of date, nor were we given any reason to expect that they would be."

• "On April 5th, we received hard copies of certain unitholder list materials from Crius; however, beneficial unitholder materials had been prepared for the 2017 annual meeting and were no longer current."

"We attempted to privately resolve this matter with Crius by requesting more current lists to be provided in electronic format; however, both of these requests – which we considered reasonable – were either refused or received no response," JCP alleged

"Other public companies provide such information when requested to do so. We believe that the Board’s decision to waste time and resources to delay our receipt of useful information in connection with the 2018 Meeting is wholly irresponsible and not in the best interest of the Trust or its unitholders. While we have always been, and remain, open to coming to an amicable resolution with the Board that is in the best interests of unitholders, we recognize the growing frustration among unitholders with the status quo and are fully prepared to continue as the catalyst for change that we believe Crius desperately needs," JCP said

Tags:
Crius Energy   Finance   M&A  

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