TORONTO, ONTARIO -- (Marketwired) -- 06/11/14 -- Liberty Street Capital Corp. ("Liberty Street") today announced that they have filed a proxy circular (the "Liberty Street Circular") in connection with the annual & special meeting of shareholders of Banro Corporation (the "Corporation", or "Banro") scheduled for June 27, 2014 (the "Meeting") and are in the process of mailing to Banro shareholders a GREEN form of proxy, a letter to shareholders and the Liberty Street Circular calling for the removal of the existing Banro directors and the election of new directors nominated by Liberty Street. Copies of the form of proxy and the Liberty Street Circular are also available for review under Banro's profile on SEDAR at www.sedar.com.
Liberty Street has issued an open letter to all shareholders of Banro, which is attached to this press release. The Liberty Street nominees cite Banro's underperformance and governance deficiencies as primary reasons for board change and have nominated James R. Gillis, Michel Losembe, Scot Martin, Niral V. Merchant, Edwin Nordholm, Loudon F. McLean Owen, Imran R. Patel and Thomas John Pladsen, highly qualified and experienced individuals, to be elected to a new balanced and skilled Board at the Meeting to be held on June 27, 2014.
Attention Banro shareholders:
Regardless of how many Banro Shares you own, it is imperative you vote your
GREEN proxy to put an end to the current Board's systematic loss in
shareholder value.
THE TIME TO REBUILD BANRO IS NOW
Even if shareholders have already voted using Management's form of proxy,
shareholders can still change their vote by voting the GREEN proxy, as only
the latest dated proxy will be counted at the meeting. Vote the GREEN
Liberty Street proxy no later than 11:00 a.m. (Toronto time) on June 25,
2014.
For more information or assistance in voting your GREEN proxy, please contact CST Phoenix Advisors toll-free at 1-800-301-3998 or by email at inquiries@phoenixadvisorscst.com.
June 11, 2014
Dear Fellow Shareholder:
I am writing on behalf of Liberty Street Capital Corp. ("Liberty Street") to ask for your support at the annual and special meeting of Banro Corporation (the "Corporation" or "Banro") scheduled to be held on June 27, 2014. The time has come for real and meaningful change in the oversight and management of the company. We are deeply concerned about the lack of performance and poor corporate governance at Banro. Our highly experienced nominees for the Board of Directors of Banro (the "Liberty Street Nominees") are committed to transforming governance at the Corporation.
We believe that Banro can and should be an important contributor to the economy of the Democratic Republic of Congo ("DRC"). At present, the possibility of shareholders enjoying this bright future is lost as the Corporation stumbles from quarter to quarter under the leadership of a management team distracted by a variety of outside business interests and a board of directors content to view the destruction of shareholder value from the sidelines.
Now is the time to ensure that Banro has the balanced and skilled board that it needs for the benefit of all Shareholders. CHANGE IS NEEDED NOW.
What is the Problem?
Liberty Street is concerned by the systematic loss in shareholder value since March 2012, when Banro raised debt capital to complete its gold production facilities. Shareholders have suffered significantly as follows:
-- The share price has steadily fallen from $5.28 in March 2012 to $0.41,
immediately prior to the public announcement of the Liberty Street
Nominees.
-- Banro's share price has significantly underperformed its peers Randgold
Resources (an African-based gold producer with material assets in DRC)
and Osisko Mining (a gold producer that successfully transitioned from
an exploration/development company during the comparative period), as
well as the S&P TSX Composite Index, over the past two years:
http://media3.marketwire.com/docs/BanroCorporation_TotalShareholderRetur
nGraph.pdf.
-- Management has consistently failed to meet its announced objectives
within projected budgets and timeframes, resulting in additional
dilutive financings and the incurrence of excessive amounts of debt.
Banro's financial position has also deteriorated, to a point where we
believe that the current working capital deficit is not sustainable. In
our opinion, Banro is at the point of exhausting its capacity to raise
capital through debt facilities, and a revised financing strategy is
much needed.
The Cause
We believe this destruction of enterprise value is fundamentally attributable to the corporate governance practices at Banro that have permitted a management team to mismanage the business of the Corporation under the oversight of a board of directors with insufficient independence from management.
-- Institutional Shareholder Services Inc. ("ISS") in its 2013 report in
respect of the 2013 Annual General Meeting, gave Banro the worst
possible "ISS QuickScore", and noted that its Board was made up of only
29% independent directors, and both its audit and compensation committee
were made up of only 33% independents.
-- Both ISS and Glass Lewis have reported significant governance issues
with Banro over the past several years.
-- The Corporation's arrogance towards its shareholders was most
graphically displayed this past year when the board of directors
declined to accept the resignations of two directors who did not receive
votes in favour of their election from a majority of the shareholders at
the 2013 shareholders' meeting.
-- Despite the dramatic loss of shareholder value, executive compensation
has been on the rise. In its "Review of 2013 Compensation" in the
Management Circular for the June 27, 2014 meeting, the board reviewed
common share performance against the "Named Executive Officers" and
noted the dramatic variation between the decline in share performance
and rise in management compensation. The conclusion of the Compensation
Committee? - "The Compensation Committee considers total NEO
compensation to be reasonable in the (Corporation's) circumstances".
This banal conclusion is a verbatim repeat of the same conclusion drawn
in their review of 2012 compensation for the 2013 shareholder meeting.
-- Banro's lack of management focus is reflected in arrangements with its
senior management team where three of the five most senior members of
the executive management team, including specifically the Executive Vice
President, the Chief Financial Officer and the General Counsel, all have
similar management responsibilities for organizations other than Banro.
These officers all enjoy top of the market compensation packages that
have continued to rise despite the almost total loss of value for
shareholders over the past 3 years.
-- Finally, we are of the view that the management team and incumbent
directors lack the relevant experience and expertise from within the DRC
to effectively govern, in our opinion, a company as substantial and
important to the DRC as Banro.
What is our solution?
We believe that the Liberty Street Nominees individually and collectively possess the experience, skills, perspective and independence from management required to address the issues facing Banro today and, if elected, will help Banro achieve optimal performance and long-term value for Shareholders. The Liberty Street Nominees include two DRC residents (Messrs. Losembe and Patel) who have substantial in-country experience and expertise at senior levels, who can assist and navigate through the complexities and challenges that Banro faces in the DRC. In addition, three Liberty Street Nominees (Messrs. Owen, Pladsen and Merchant) have substantial business and board experience in the DRC and have been working in and investing in the DRC for a number of years. In addition to these qualifications, the Liberty Street Nominees include experience and expertise with capital markets, corporate governance, financial reporting and transition management.
The Liberty Street Nominees will undertake a full strategic review of the mining and production operations of Banro, evaluate management, recruit qualified personnel to address identified weaknesses, and develop a financing plan to execute the business plan. To date, we have had preliminary discussions with potential candidates to fill senior leadership roles in the Corporation with individuals that have expertise in mining operations, with specific experience in francophone-based economies in Africa. We are confident that capable and experienced management are interested in working with Banro once the shareholders have provided a refreshed board with a mandate to move forward.
In addition to the above, the Liberty Street Nominees are committed to achieving the following key objectives for the Corporation:
-- Establish compensation structures aligned with shareholder interests and
the recovery of shareholder value.
-- Ensure senior management's time and loyalty is dedicated to fulfilling
the Corporation's business plan.
-- Efficiently transform Banro from an exploration and development business
to a production-focused company.
Regardless of the number of shares you own, your vote is extremely important to the future of your investment in Banro and to ensure change. We urge you to seize this opportunity by signing, dating and returning the enclosed GREEN proxy in accordance with the instructions in this Circular no later than June 25, 2014 at 11:00 a.m (Toronto time). Even if you have previously signed and submitted a management proxy form or given voting instructions in support of the management nominees, you may still change your vote and support Liberty Street's recommendations by completing and submitting a GREEN proxy or giving voting instructions in accordance with the GREEN voting instruction form. A later dated GREEN proxy will automatically revoke the earlier one.
If you have any questions about completing your GREEN proxy or if you are a non-registered (beneficial) shareholder holding your shares through a broker, please contact CST Phoenix Advisors at 1-800-301-3998 toll-free in North America, or 1-201-806-2222 outside of North America (collect calls accepted), or by e-mail at inquiries@phoenixadvisorscst.com.
Yours sincerely,
Loudon Owen, Chairman
Liberty Street Capital Corp.
About Liberty Street Capital Corp.
Liberty Street Capital Corp. is a privately held merchant bank focused on unlocking shareholder value. Liberty Street, its principals, and its affiliates have a significant track-record in creating and maximizing shareholder value. Liberty Street is based in Toronto, Canada and invests in Canada and various emerging markets.
Contacts:
Investor Contact:
CST Phoenix Advisors
1-800-301-3998
1-888-509-5907
inquiries@phoenixadvisorscst.com
