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Msg  1508 of 10031  at  8/2/2007 8:04:07 AM  by

BensonAnalyst

How the Campbell Board “stole” the Rights Offering from us (opinion only)


Campbell
’s Right's offering was offered in September and October 2006.  There are press releases.  But what happened was actually more of a “rape” in my opinion.  

 

The Rights offering was designed and intended to be offered only to the existing Campbell shareholders (representing about 108 million shares). 

 

The other groups involved in the Financings had their own financing deals, and those deals were “units” (they already came with warrants).

 

So Campbell’s Rights Plan was fully approved, and there was a symbol for the Rights, and the Rights started trading on a day in early October 2006. 


 

Just a few minutes after the rights (CCH.RT) started trading “They” stopped the trading of the Rights.  The whole deal was suspended, and Campbell Management went back and renegotiated it.  The end result was that the Board allowed an outside group to take half of our Rights from us.  

 

We will see what the Secretary’s Minutes (from the board meetings) say about this episode.  This was documented at the bottom of the “Chronicles of the Downplay page”, which you can find with a Google search.

 

The little detail (Fortier’s little excuse) was that the new shareholders from the Sprott Securities private placement “were shareholders too”, and that they now had to be offered Rights, just like everyone else.

 

That’s a bullsh*t excuse, and shows clear complicity and scheming on the part of the Board (my opinion only).  That’s because these new shareholders from the Sprott Securities only became shareholders in May 2006. When the financing was first announced the wording was very clear that the Rights offering were being offered to current shareholders only. 

 

The financing arrangements broke it down into three groups:

 

Sprott Securities private placement

Nuinsco private placements

Current shareholders (reprinting the current 108 million shares)

 

What the holders of the Sprott Securities private placement effectively did was refer to a TSX rule saying that all shareholders had to be treated equally.  But that’s nonsense, because of the way that these deals were setup. 

 

The Sprott Securities team probably didn’t even talk to the TSX.  TSX Regulators would have probably laughed at them.  But Andre Fortier and the Campbell Board of Directors made reference to this obscure rule in their phone calls and email replies.

 

They were hiding behind a rule, but misusing the rule's intent (my opinion only).  Sort of like the “Executive Privilege” claim that the Bush Administration is using.  

 

Yeah… Executive privilege… I see a similarity right there.

 

This was the one of our first documented examples that illustrates that the Board was operating as Enablers and Facilitators for the outside-driven efforts that would continue to unfold.

 

The Campbell Board of Directors sat back while common shareholders got screwed, and then actively participated in the plan by allowing the application (misuse) of this TSX rule, when they themselves could have questioned its applicability. 

 

The “letter of the law” is different from the “intent of the law”.  Once clear patterns have emerged, the intent becomes the more relevant thing to examine.

 

Sure Sprott Securities tried to say “well we are common shareholder too”, but the essence of the financing deals announced April 2006, was that the Rights would go only to existing shareholders.

 

Sprott Securities was playing a game, and the Board just rolled over (and helped them). 

 

And I have a pretty goods idea of who might have been pushing for this: Mr. Holmes and Mr. Galipeau, with their suspected conflict of interest. 

 

Oh... How about that...  they were the two new guys who came onto the Board in this same round of financings.

 

People should also take note that the Campbell Board of Directors had to seek one waiver (exempting them from a general vote) from the Toronto Stock Exchange just to put together the 2006 financings.  There is a Sedar press release on that.  In other words, the Board was already bending the rules a little, just to put together these deals.  

 

I wonder what would happen if those same TSX regulators (the ones who had to approve the waiver given to Campbell) found out that the Board used (abused) a relatively pro-shareholder rule to actually steal Rights from CCH common shareholders (my opinion only).

 



 
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