CALGARY, AB / ACCESSWIRE / November 10, 2023 / Caravan Trailer Lodges of Alberta Ltd. (the "Corporation" or "Caravan") is pleased to provide updates on various corporate developments and litigation-related matters.
Board of Directors
Caravan announces that the Board of Directors of the Corporation now consists of Herbert Styles, Mark Cowper-Smith and Calum Stewart. Mr. Stewart filled the role of independent director upon the recommendation of Mr. Styles and the approval of Mr. Cowper-Smith. Mr. Stewart also serves as Chairman of the Corporation. Calum Stewart is an engineering manager with a significant international corporation and has worked as a professional engineer for almost 20 years.
Operational Matters
Caravan owns one commercial property, which is a 10.25 acre parcel of land upon which its mobile home park is situated. This property is adjacent to lands projected by the City of Calgary to be used for the City's Green Line LRT. Caravan has completed a rezoning application with the City of Calgary that allows for a future development of the property as a high-density real estate site. The Corporation's objective is to seek a sale of the property (likely to a developer) at a price and upon terms and conditions that are in the best interests of the Corporation and maximize shareholder value.
If/whenever the Corporation procures a binding agreement for a sale of the property, such an agreement (and the underlying sale) will be put to the shareholders of the Corporation to vote upon. A meeting of shareholders will be called at that time and all shareholders will be accorded the opportunity to cast their vote for or against any such proposed sale. To that end, the Corporation and its counsel have been working diligently with potential beneficiaries of registered shareholders to complete re-registrations of share positions into the names of duly authorized beneficiaries. This has been a long and complicated process, but the Corporation is committed to ensuring that all authorized descendants of its shareholders are properly registered as shareholders so that they can vote at a meeting and participate in distributions of funds, in the event that a property sale is completed.
Litigation Matters
As previously announced, the Corporation has been the subject of an ongoing matter of litigation that was essentially resolved by way of a Consent Order in January of 2019. In that Action, Mr. Styles and two other minority shareholders sued the Corporation and its previous management and directors. None of the allegations set forth in that claim have been finally proven in a court of law. The Consent Order removed the old Board and replaced it with the current Board to take various matters forward, but primarily to get the Corporation back to functioning normally. The balance of that litigation has been on hold ever since.
To deal with the alleged liability of the former directors and officers for any harm that may be proved to have been done by them to the Corporation, the Consent Order imposed a remedy known as a derivative action, and Mr. Styles was entitled to pursue that action on behalf of the Corporation (not the shareholders). Mr. Styles did initiate that proceeding by filing a Statement of Claim (the "derivative litigation"). As much of the litigation involves or impacts the Corporation (either directly or indirectly), the litigation has been disruptive to the Corporation and the Board's objectives of selling its property to a developer. The Board has spent significant time and expense in addressing ongoing, repeated court applications initiated by Mr. Styles, which have detracted from the Corporation's primary objectives as discussed above. In June of 2023, the Board decided to convert the derivative litigation to direct litigation, whereby the Corporation intends to take over the pursuit of the Corporation's claims against the former directors and officers.
Most recently Mr. Styles notified the Corporation that he has unilaterally scheduled an application seeking to assign Caravan into receivership at a hearing on December 8, 2023, and sent a letter to Caravan shareholders and potential shareholders. Mr. Styles provided no prior notice to the Board of his intention to seek this receivership, nor was he authorized by the Corporation to send a letter to shareholders. He did not present this for consideration of the Board. The Board has attempted to learn more about the proposal by contacting the corporation said by Mr. Styles to be the entity that will conduct the receivership, but, despite several attempts and amiable interactions, lead personnel at that corporation have thus far been unable to answer the Board's questions. The Board is continuing its investigation into this proposal with the intention of ascertaining whether a receivership is in the best interests of the Corporation. The Board is concerned that the unilateral, hostile receivership application instigated by Mr. Styles, and his team of multiple lawyers not retained by the Corporation, may be detrimental to the Corporation and shareholder value, resulting as they will in significant legal costs to Caravan, which costs reduce the pool of funds that would be available for a final distribution to all shareholders upon conclusion of the matters described in this release.
The Board remains committed to the proper operation of the Corporation and the fulfillment of the Court's directives contained in the Consent Order (as described in this release) and continues to work towards maximization of shareholder value, with the goal of distributing funds to shareholders in the event that a property sale is completed.
Forward Looking Statements
Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Calum Stewart
Chairman and Director
[email protected]
Legal Inquiries can also be directed to Caravan's independent counsel, Tingle Merrett LLP, attention: Brett Code Q.C. (ph: (403)571-8014) (re litigation matters); or Paul Bolger (ph: (403)571-8006) (re corporate matters).
SOURCE: Caravan Trailer Lodges of Alberta Ltd.