MPL Communications Inc.: Settlement of Court-Ordered Payment in Minority Shareholder Action Approved and 2009 Financial Statemen
June 04 2010 - 10:30PM
Marketwired
MPL Communications Inc. (TSX VENTURE: MPZ) announces that it and
its major shareholder, Marpep Publishing Limited, have approved a
settlement of amounts owed by Marpep under an Alberta court order
issued in early 2009. The order arose from an oppression action
launched by certain MPL minority shareholders.
A revised settlement proposal was sent to MPL's independent
directors in early March, which they reviewed together with
Marpep's financial statements for the years 2002 through 2008 and
the statements of personal financial affairs of Marpep's
principals. The independent directors conditionally approved the
settlement proposal on March 17, subject to satisfaction of a
number of conditions and with director David Carlson voting
against. The full MPL board met on May 20 and May 26 to discuss the
proposal and the conditions and on May 28, MPL's board, satisfied
that the conditions had been satisfactorily fulfilled, approved the
Marpep settlement proposal. Directors Stephen Pepper and Barrie
Martland declared their conflict and did not vote and director
David Carlson voted against. The other three independent directors
voted in favour.
As a condition of the proposal, MPL will retain the management
services of its two executive officers through the engagement of
their private company, Marpep, rather than directly. This will not
result in any increased cost to MPL but will provide Marpep with a
source of income to repay MPL. Amounts due from MPL to its two
executive officers ($226,433 at March 31, 2010) will be applied to
the court award on behalf of Marpep. The balance will be paid in
monthly instalments of $15,000 plus interest.
Because of its current financial position, MPL's board has
decided that it is unable to pay accrued management salaries owing
to MPL's two executive officers. When MPL pays all or a portion of
the compensation owing, MPL will remit appropriate source
deductions and credit the Marpep receivable with the net amount of
the compensation owing.
The payment proposal also deferred the final three principal
payments on a pre-existing Marpep note. Payments of $101,072,
$101,072 and $101,064 on each of June 30, 2010, 2011 and 2012, will
be deferred to June 30, 2012, 2013 and 2014.
The minority shareholders who commenced the original litigation
(one of whom is David Carlson, now an MPL director) filed a Notice
of Motion on May 17, 2010, to bring the matter back to the
court.
MPL also announces that the audit of its 2009 financial
statements has been completed and the financial statements and
related management's discussion and analysis and CEO and CFO
certifications have now been filed on SEDAR. However, MPL did not
meet the May 31 filing deadline for its Q1 2010 financial
statements and related management's discussion and analysis and CEO
and CFO certifications. MPL anticipates that filing will occur by
June 30, 2010.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: MPL Communications Inc. Stephen D. Pepper Chairman
(416) 869-1177 spepper@mplcomm.com
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