United Protection Security Group Inc V.UZZ

News...For sale sign going up soon ?

[TheRock07]

United Protection holders grant management voting rights

2012-07-04 06:43 ET - News Release

Mr. F.V. Ramsoondar reports

UNITED PROTECTION SECURITY GROUP INC. - CORPORATE UPDATE

United Protection Security Group Inc. has provided the following corporate updates.

1. The company has executed a heads of agreement with Sigurd D. Jorstad and Hagan Equities Inc. The agreement is subject to certain exceptions and is for a period of five years in which Mr. Jorstad and Hagan have granted the company's management, represented by F.V. Ramsoondar, chief executive officer, the voting rights of one-half of the common shares of the company that are directly or indirectly controlled by Mr. Jorstad and Hagan collectively. One-half of shares under the agreement are approximately 16 million common shares. Mr. Jorstad and Hagan have executed an instrument of proxy expressed to be irrevocable for the same period.
   • Mr. Jorstad and Hagan have further entered into a right-of-first-refusal agreement with the company's senior management, represented by Mr. Ramsoondar, in which Mr. Jorstad and Hagan will grant first right to senior management to purchase the common shares of the company that are indirectly or directly controlled by Mr. Jorstad and Hagan.
     • The company has entered into a consulting agreement with Mr. Jorstad for a period of five years at a value of $144,000 per year. Mr. Jorstad will resign as chair of the board of directors at the company's annual general meeting scheduled for July 12, 2012, and remain as a board member. Mr. Jorstad's will be responsible for identifying potential acquisitions under the consulting agreement.
       • The company finalized a loan agreement with United Parking Inc. (UPI), a company in which Mr. Jorstad holds a significant interest. The amount outstanding to the company by UPI is approximately $237,000 and will bear simple interest at a rate not to exceed 7 per cent per year with interest payments only for a period of two years, thereafter blended interest and principal for an additional three years. The loan is secured by a pledge of 5,006,954 common shares of the company owned by Mr. Jorstad and a personal guarantee executed by Mr. Jorstad.

The agreements are subject to the approval of the TSX Venture Exchange.

We seek Safe Harbor.

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[theinvestor22]

If the for sale sign does go up, this agreement will take about a penny a share off the sale price and give it directly to Sig.  If the for sale sign doesn't go up, it won't cost us as much because he probably was being paid something SIGnificant for being Chair/deal sniffer anyway, so the extra will be the additional cost of paying Freddy for being Chair.   Personally, it looks

[Chaser618]

Has Fredy lost his stinkin mind? Either that or he has absolutely no balls. Maybe it's both. First he gives Sig 237k for his silly parking lot. And then he gives him 12k per month (144k per year for five years) to step down as Head of the Incompetent Board and for Consulting? Just how will Sig have time for seeking acquisition targets when he's busy running around his empty parking lot all

[theinvestor22]

I wonder what this means: 'The agreement is subject to certain exceptions".   I suppose the agreement gives Freddy more clout to replace the board or go forward with some kind of definitive transaction (major acquisition/sale/whatever).   The unfortunate thing is the appearance of a culture of entitlement and the (IMHO) lavish spending of shareholder money on

[theinvestor22]

I've been thinking about this part some more: "The agreement is subject to certain exceptions".   I suppose if one of those exceptions were that the payments to Sig would stop if the business were sold, then it wouldn't be quite as bad as I first thought.   Not good, but not as bad...   Comments, anyone?

[liquidcool]

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