Lone Star Value Raises Questions About CEO's Share Trading Activity In The
Days Leading Up To Antares' Asset Sale Announcement
CEO Cruickshank Appears to Have Violated Antares' Security Trading Policy and
Australian Securities Laws
Demands Explanation and Immediate Release of the Results of Any Board
NEW YORK, July 7, 2014
NEW YORK, July 7, 2014 /PRNewswire/ --Lone Star Value Investors, LP ("Lone
Star Value") owns 7% of Antares Energy Limited ("Antares") (ASX: AZZ) (AZZEF)
and is seeking to upgrade and enhance Antares' Board through the election of
five new independent directors and the removal of two employee directors at a
General Meeting of Antares scheduled for July 22, 2014. Lone Star Value today
issued a statement questioning recent share trading activity by Antares'
Chairman and CEO, James Cruickshank, in the days immediately preceding the
announcement of Antares' planned asset sale in June of last year.
According to public disclosure, on June 18, 19, 20, and 24 of last year, Mr.
Cruickshank purchased in the open market a total of 125,000 Antares' shares at
prices ranging between $0.30 and $0.325 per share. On June 26, 2013, only two
days after the last of these trades, Antares publicly announced its plans to
sell all its assets at a large premium to the value implied by Antares' stock
price. On the day of this announcement, Antares' stock price closed at $0.48,
up 71% from the prior day's close of $0.28.
Australian securities laws prohibit individuals from trading in securities
while in possession of material non-public information related to such
securities. Furthermore, Antares maintains a Security Trading Policy which
expressly prohibits key management personnel, including the Chairman and CEO,
from buying, selling, or otherwise dealing in securities of the Company while
in possession of information that is not generally available to the public and
can be expected to have a material effect on the price or value of the
Jeff Eberwein, founder of Lone Star Value and candidate to the Antares Board
stated "We have reviewed Antares' security trading policy and applicable
Australian securities laws and, in the absence of a proper explanation from Mr
Cruickshank, we believe that Mr. Cruickshank's purchases in the week before
the asset sale announcement likely violate all. It is hard to imagine the
Chairman and CEO of Antares was not aware of the planned asset sale two days
prior to its public announcement. Accordingly, when Mr. Cruickshank purchased
shares before the price jumped by more than 70%, he appears to have used his
position to personally benefit from Company information. This is the very
definition of self-dealing and the precise reason why insider trading laws and
policies are adopted in the first place – to protect the investing public from
being taken advantage of by better informed corporate executives. In the
absence of a proper and fulsome justification for his conduct, Mr. Cruickshank
appears to have used his knowledge and position to his advantage at the
expense of common shareholders who did not have the same market-moving
information he had."
"We expect that in accordance with its responsibility to shareholders, the
Board would have completed an investigation of Mr. Cruickshank's recent
trading activity and will immediately release publicly the results of this
investigation. We also demand that the Board immediately let shareholders know
whether any related inquiries or investigations have been launched by any
government authorities. Shareholders should know all the facts as well as what
disciplinary action the Board plans to take (if any) before they cast their
vote on the election of directors at the general meeting."
Lone Star Value urges all Antares shareholders to read carefully the materials
that Lone Star Value has mailed and may continue to mail to them as those
materials contain important information. Lone Star Value called on all
Antares shareholders to vote on its blue and white proxy card to improve the
Board of Antares.
For further information please visit our website, www.antaresvalue.com.au, or
call our shareholder information line, 1300 889 468 (from within Australia) or
+61 2 8022 7902 (from outside Australia).
Proxy voting enquiries please contact:
+61 2 8022 7911
Media enquiries please contact:
Cannings Corporate Communications
+61 418 708 663
SOURCE Lone Star Value Investors, LP
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