NAPLES, Apr 28, 2020 (GLOBE NEWSWIRE via COMTEX) -- Pentwater Capital Management LP ("Pentwater"), a long-term supportive investor and the largest minority shareholder of Turquoise Hill Resources Ltd. ("Turquoise Hill" or the "Company") /zigman2/quotes/209933612/delayed CA:TRQ +0.46% /zigman2/quotes/208953645/composite TRQ +2.28% , owning, together with its affiliates and associates, approximately 9.09% of the Company's issued and outstanding common shares, today responded to Turquoise Hill's April 27, 2020 press release.
Yesterday morning, without advance notice to Pentwater, Turquoise Hill unilaterally postponed the upcoming annual general and special meeting of shareholders at which Pentwater is proposing resolutions that would significantly enhance minority shareholder rights. Pentwater is surprised and disappointed by the indefinite postponement, particularly given that Pentwater and Turquoise Hill had as of the end of last week agreed on a meeting protocol and ancillary documents that would have allowed Turquoise Hill to hold the meeting virtually on May 12, 2020, without risking anyone's health. Furthermore, Turquoise Hill's attorneys agreed with Pentwater to have an independent outside party chair the meeting and were in the process of selecting a mutually agreeable candidate. For these reasons, we believe this indefinite delay to the annual and special meeting and the substantial costs associated with rescheduling it for a later date, are not justifiable and could have been avoided.
Did Turquoise Hill's board refuse to agree to the protocol because the chair of the board, Peter Gillin, would not accept standing aside as meeting chair in a proxy contest in which his leadership of the board was actively challenged? We don't know. What we do know is that Mr. Gillin and fellow "independent" board member Russel Robertson have been on the board of Turquoise Hill since 2012 and between the two of them have received millions of dollars from Turquoise Hill in compensation in cash and kind, while overseeing an over 90% decline in the price of Turquoise Hill's shares. And yet, even at Turquoise Hill's bargain basement share prices, Mr. Robertson has purchased ZERO common shares of Turquoise Hill since joining the board, and Mr. Gillin has purchased a mere 30,000 common shares.
Pentwater believes any board member of a publicly traded company that has served on such board for eight years, overseen a 90% fall in share price, and purchased close to zero common shares is a ripe candidate for a refresh. Such board members should explain and prove why they still deserve to keep their seats, and not the other way around. Mr. Halbower would serve as that refresh opportunity for all Turquoise Hill shareholders by replacing either Mr. Gillin or Mr. Robertson who must take responsibility for the massive failures at Turquoise Hill over an eight-year span.
Enough is enough.
The time is up for the "independent directors". Turquoise Hill can be much more than a shell company, with only five employees and no permanent presence at its own mine. Truly independent oversight is needed given the over $1.2 billion dollars that has been paid by Oyu Tolgoi to Rio Tinto. Minority shareholders deserve a truly independent investigation to determine how Rio Tinto caused a $1.2 to $1.9 billion cost overrun.
There is no reasonable or justifiable argument against the concept that minority shareholders, who own 49% of Turquoise Hill, should have the ability to directly choose some representatives on the board. Turquoise Hill should do the right thing and grant minority shareholders a voice. Unless the board and its majority shareholder and project manager, Rio Tinto, are engaged in self-dealing and non-arm's length transactions that they wish to hide from the public and other shareholders, we cannot think of any reason why they would be against the proposal that Pentwater has put forth.
We Need Your Support
We are seeking your support at the Company's upcoming annual and special meeting of shareholders to restore accountability at Turquoise Hill and to give minority shareholders back their voice.
We encourage our fellow shareholders to consider the facts and take action against the current culture of entrenchment, value destruction and misconduct at Turquoise Hill. The interests of the Company's minority shareholders have been disregarded for far too long. Your vote is critical to initiate much-needed change, to restore accountability and to safeguard minority shareholder interests in Turquoise Hill.
Shareholders are urged to vote only the GOLD proxy:
-- FOR the election of Matthew Halbower to the board of directors of the Company;
-- WITHHOLD in respect of the election of all of the management nominees to the board of directors of the Company; and
-- FOR the adoption of the shareholder proposal submitted by Pentwater to amend the Company's articles to provide minority shareholders of the Company with the exclusive right to nominate and elect three of seven directors to the Board.
Shareholders are urged to read the full text of Pentwater's proxy circular and related press releases, which have been filed under Turquoise Hill's issuer profile at www.sedar.com .
For further information contact:
MacKenzie Partners, Inc.
Daniel Burch - 1-212-929-5748
Jeanne Carr - 1-917-648-4478
Pentwater is a private investment firm focused on investing in event driven strategies with expertise across the capital structure. Founded in April of 2007, the firm's experienced team uses a dynamic, disciplined approach to mitigate risk and optimize returns.
The head office of Pentwater is located at 1001 10th Ave South, Suite 216, Naples, FL 34102.
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