Voxtur Shareholders for Accountability Set the Record Straight for Shareholders and Remind Shareholders to Vote for Much Needed Change to Board of Directors
- The Incumbents desperately want your vote now, but you should consider that they set up an entirely virtual meeting to thwart verbal questions from shareholders and to avoid accountability at the AGSM
- The Voxtur Shareholders for Accountability are shareholders – just like you! – and like you, want accountability and results
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The Incumbents now want you to believe you only have two options: (1) re-elect us OR ELSE (2) cause an event of default under Voxtur's credit agreements and potentially expose the shareholders to having to pay
Gary Yeoman an exorbitant sum under his employment agreement –the shareholders should never have been put into this situation - We have serious concerns about the poor judgement, and potential conflicts of interest and potential breaches of the duty of care displayed by the Incumbents who negotiated these agreements – they do not reflect putting the best interest of the shareholders first
- The Voxtur Shareholders for Accountability urge all shareholders to vote for its highly qualified Board nominees
Having now engaged
- Voxtur's Claim: The Shareholder Nominees' Interests are not Aligned with Other Shareholders
TRUTH: The Voxtur Shareholders for Accountability are led by
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- Voxtur's Claim: There are Concerns that the Shareholder Nominees have Acted Improperly
TRUTH: The Incumbents have commented that the Shareholder Nominees may be acting "jointly or in concert", without any supporting facts or explanation. Instead of constructively engaging with the Voxtur Shareholders for Accountability, the Incumbents are now attempting to paint the Shareholder Nominees as "joint actors" in what we believe is a bad faith effort to frustrate our ability to exercise one of the most fundamental rights we hold as Voxtur shareholders: the right to elect the directors of Voxtur. And, most importantly, we do not believe management's slate of proposed directors has the necessary experience or track record to accomplish what is needed by Voxtur at this time.
To be clear, none of the Voxtur Shareholders for Accountability nor any of the Shareholder Nominees have, in any way, used any material non-public information or insider information regarding the Company, nor have they acted jointly or in concert in any manner contrary to securities laws. Accordingly, Voxtur's allegations in this regard are nothing more than misplaced fear mongering.
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Voxtur's Claim: The Election of the Shareholder Nominees
May Trigger an Event of Default
TRUTH: The Incumbents have made vague assertions that a vote for the Shareholder Nominees risks triggering an event of default under "certain covenants in the Company's credit agreements". We welcome the opportunity to review and consider the credit agreements. It goes without saying that the Shareholder Nominees will work proactively with BMO with respect to credit agreement matters. However, in an intolerable failure to comply with good corporate governance practices and applicable Canadian securities laws, Voxtur either refuses or in any case has failed to publicly file such material agreements on SEDAR+. We have demanded that Voxtur's management immediately publicly file the credit agreements so that all Voxtur shareholders have an opportunity to consider the Incumbents' alarmist comments and we reiterate that demand in this press release.
We have serious concerns about the judgment of a board of directors and management team that would agree to "change of control" covenants in Voxtur's credit agreements that effectively limit Voxtur shareholders to two options: (1) vote for the Incumbents OR ELSE (2) trigger an event of default under your Company's credit agreements. If, in fact, the Incumbents have agreed to bind Voxtur to these draconian terms, we have profound concerns that the Incumbents may have breached their duty of good faith and loyalty and their duty of care they owe to the Company and you, the Voxtur shareholders.
On the topic of events of default, Voxtur has disclosed that
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Voxtur's Claim:
The Incumbents Have Made Meaningful Progress in Voxtur's "Turnaround"
TRUTH: In their
In the
- Voxtur's Claim: The Shareholder Nominees Lack Qualifications
TRUTH: The Incumbents have claimed that the Shareholder Nominees lack experience to lead Voxtur. On the contrary, it is obvious that the Incumbent's nominees for the Board are simply out of their depths. As the Incumbents themselves have stated,
The Incumbents have also failed to consider the importance of the Blue Water teams, including
- Voxtur's Claim: Support the Incumbents to Support your Investment
TRUTH: Voxtur's management chose to set up the AGSM in an entirely virtual format. We understand that at the AGSM, shareholders will not be permitted to ask verbal questions and all motions and comments are required to be made by text. Make no mistake – the Incumbents chose this entirely virtual format and we think it is fair to ask: did they set up the AGSM in an entirely virtual format to insulate themselves from constructive verbal engagement with shareholders? If they did, why trust a board/management team that deliberately puts up roadblocks for you to exercise your rights as a shareholder?
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Voxtur Share price source: https://ca.finance.yahoo.com/quote/VXTR.V/. |
- Voxtur's Claim: The Incumbents Have No Credible Plan
TRUTH: The Voxtur Shareholders for Accountability have been transparent and forthright from the beginning. In our
- Install a Board and management team with expertise in the US residential mortgage market.
- Implement a long-term strategic plan for sustainable shareholder performance.
- Conduct a strategic asset review to identify opportunities for value creation.
- Enhance the transparency of financial reporting.
- 5 Optimize Voxtur's corporate structure.
- Install transformational leadership change for Voxtur.
The Incumbents would have you believe that they are diligently executing on an effective strategy. This could not be further from the truth. The fact is that: chaos reigns supreme at Voxtur. Take these recent examples:
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Gary Yeoman stated that the Voxtur's Real Property Tax Assessment software and tax business (RPTA) could be bigger than Blue Water.3 Any material uptake of RPTA would require a fair and public request for proposal (RFP) process by a taxing authority. Yet, it has been years since Voxtur shareholders have heard any meaningful updates on RPTA, let alone any developments regarding Voxtur's participation in an RFP. - At one point, Voxtur stated that Voxtur AOL (attorney opinion letter) would drive innovation and change.4 Despite the potential we see in Voxtur AOL, we have yet to see any traction and for some reason, the Incumbents have swept this offering under the rug.
The Incumbents are grasping at straws and lack a coherent plan. It is time for Voxtur to be proactive (not reactive) with respect to Voxtur's business. The Voxtur Shareholders for Accountability have the required proactive plan.
YOUR VOTE IS EXTREMELY IMPORTANT, PLEASE VOTE NO LATER THAN
If you have misplaced your form of proxy or voting instruction form, or if you have questions or need assistance in completing and submitting your proxy or voting instruction form or changing your vote, please contact
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https://financialpost.com/globe-newswire/voxtur-to-provide-attorney-opinion-letters-on-va-home-loans |
The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. The Voxtur Shareholders for Accountability are relying on the exemption under section 9.2(4) of NI 51-102 and section 112 (1.2) of the
This solicitation is being made by the Voxtur Shareholders for Accountability and not by or on behalf of the management of Voxtur. The registered office address of Voxtur is located at 543 Ridout Street N,
The Voxtur Shareholders for Accountability have filed this press release containing the information required by section 9.2(4)(c) of NI 51-102 and have filed the Information Document containing the information required by section 9.2(6) of NI 51-102 and Form 51-102F5 - Information Circular in respect of the Shareholder Nominees on the Company's profile on SEDAR+ at www.sedarplus.ca.
The Voxtur Shareholders for Accountability may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and 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. All costs incurred for the solicitation will be borne by the Voxtur Shareholders for Accountability.
A registered holder of Voxtur Shares that gives a proxy may revoke it: (a) by completing and signing a proxy bearing a later date and depositing it in accordance with the instructions contained in Voxtur's management information circular; (b) by depositing an instrument in writing revoking the proxy executed by the shareholder or by the shareholder's attorney authorized in writing (i) at Voxtur's registered office at any time up to and including the last business day preceding the day of the AGSM or any adjournment thereof at which the proxy is to be used, or (ii) with the Chair of the AGSM immediately prior to the AGSM being called to order or any adjournment thereof; or (c) in any other manner permitted by law.
A non-registered holder of Voxtur Shares 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. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline given in the form of proxy or voting instruction form by the intermediary or its service company to ensure it is effective.
As of the date of this press release, shareholders holding approximately 139,277,306 Voxtur Shares have signed support letters in favor of the Shareholder Nominees, representing approximately 19.3% of the total issued and outstanding Voxtur Shares as of the record date for the AGSM.
Additional Information | Interest in Matters to be Acted Upon at the AGSM
With the exception of the foregoing, to the knowledge of Voxtur Shareholders for Accountability, none of the Voxtur Shareholders for Accountability or any of the Shareholder Nominees or any of their respective associates or affiliates has 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 AGSM other than the election of directors. In addition, none of the Voxtur Shareholders for Accountability or any of the Shareholder Nominees or any of their respective associates or affiliates has any material interest, direct or indirect, in any transaction since the beginning of the Company's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries.
The information contained or referenced herein is for information purposes only in order to provide the views of the Voxtur Shareholders for Accountability and the matters which the Voxtur Shareholders for Accountability believe to be of concern to shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and options of the Voxtur Shareholders for Accountability, whose opinions may change at any time and which are based on the analyses of the Voxtur Shareholders for Accountability.
This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. Forward-looking information in this press release may include, but is not limited to, statements of Voxtur Shareholders for Accountability regarding: (i) the AGSM, including the intention of the Voxtur Shareholders for Accountability to solicit proxies in connection therewith, (ii) the proposed reconstitution of the Board, (iii) the future of the Company and (iv) matters relating to the Company, including its business, operations, financial condition and strategic plan. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of the Voxtur Shareholders for Accountability and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Voxtur Shareholders for Accountability undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.
SOURCE Voxtur Shareholders for Accountability