A Letter to 1-Page Shareholders From Peter Kent
Last week it was announced that I was “leaving 1-Page.”
In the release to the ASX published by the majority of 1-Page’s Board, it stated “Peter Kent will leave the company,” yet the language in an internal email from Chairman John Fennelly was “Peter Kent has stepped down.” These inconsistent and misleading statements are further examples of the way the majority of the Existing Directors provides selective information to you, our shareholders, and now to our employees.
Let me be crystal clear — the Existing Directors attempted to terminate me and I did not resign.
This move by a controlling majority of your Existing Directors is entirely consistent with their continued efforts to see an ASX-listed entity without 1-Page’s operating business. I believe that this latest move was made in reaction to my insistent representation of the desires of you, our shareholders, and our employees.
Specifically,
I believe that this majority of Existing Directors reacted because of three actions on my part — actions taken to protect your investment, the health of 1-Page’s operations, and our employees:
1. In February, we put in place an expense optimization plan which had a goal of reducing our monthly cash operating expenses to US$600,000, down from US$1.0 million earlier in 2016. This plan structures 1-Page appropriately for our anticipated revenue growth over the coming few quarters.
While this plan is right for your company and the growth of your investment, it is not enough for the Existing Directors. In continually pushing for severe cost reductions, they are in effect pushing for a path where there is no 1-Page in your ASX-listed company. My answer to the insistent demands for additional cuts has been — NO!
2. Joanna Riley and I fundamentally believe in open, direct, and transparent communication with you our shareholders. This communication needs to come through ASX releases, communication of current material events, and phone and face-to-face meetings with you, our shareholders.
In 2016, the Existing Directors forced Joanna to cease all communications with shareholders. When I joined 1-Page I began a series of introductory calls with major shareholders. The Existing Directors told me to cease such calls. My response was NO!
It is my responsibility to communicate with shareholders and to share both good and bad news with you.
3. As your CEO I recently vehemently disagreed with an action that the Existing Directors planned to propose to the ASX. I clearly voiced my disagreement at a Board meeting, as did Joanna Riley, but our position was overruled by the majority.
As a result I took the bold step of communicating my concerns directly with the ASX, as I believe this was both my own responsibility as CEO, and my fiduciary responsibility to you.
I informed our Corporate Secretary of my communication, to which he informed the Board. My communication angered the majority of Existing Directors greatly.
Why? It was a threat to their plans –yet again– to not fully inform you, our shareholders, or act in the best interests of all 1-Page shareholders.
As you can see from the above, my disagreement with the majority of Existing Directors has been around how we run 1-Page, and how we communicate with you, how and when we disclose material events, and how we keep you informed about the health of your company and your investment.
This is why the Existing Directors attempted to terminate me. I did not resign.
This series of events and the manner in which the Existing Directors have communicated, not communicated or obscured the facts should concern you and be front of mind at the upcoming General Meeting.
In my view, the unwillingness of the majority of Existing Directors to communicate with you openly and transparently is a travesty.
And it must stop. You should expect and deserve nothing less than direct and transparent communications from 1-Page, and your board. The only way to achieve this is to remove the majority of Existing Directors.
I also personally urge you to do your due diligence ahead of the General Meeting on 15th May. If you examine the backgrounds and past practices of some of the majority of Existing Directors, you will see that this is not the first time they have been associated with “interesting actions” with ASX-listed companies.
Regardless of what has happened, and what may still happen, before the General Meeting, you need to know this:
Joanna and I will continue to visit our shareholders.
Joanna and I will continue to work tirelessly on your behalf, to protect and grow your investment.
To the extent possible, 1-Page’s employees will continue to work hard serving our customers, and executing on our sales pipeline.
On Friday April 21, the majority of Existing Directors began to take further steps to significantly damage your Company. They began to attempt to further restrict the Company’s operations by announcing plans to bring in an interim chief financial officer and change bank signing authorities.
This must not happen.
On Monday 24 April the company posted an announcement on the ASX platform, comprising an extensive Aware Query letter received from the ASX and a response from the majority of Existing Directors.
There is no better example of the majority of Existing Directors being held to account for their communications with you, our shareholders. In issuing the Query letter, ASX asked 1-Page to explain the accuracy and timeliness of its shareholder communications.
In our view, the Company’s response, authorised by the majority of Existing Directors, but not Joanna Riley, fails to adequately answer ASX’s queries and contains numerous material factual errors.
It is important to note that Joanna Riley told 1-Page’s Australian legal counsel that there were errors prior to the filing of this response. It appears that her dissent was once again ignored by the majority of Existing Directors. Joanna has now communicated details of the errors directly with the ASX.
This is another example of the majority of Existing Directors not acting in the best interests of all shareholders.
I am determined not to let the majority of Existing Directors destroy your company. It is a stated purpose of our proposed new board that I will be reinstated as CEO and Managing Director. I look forward to continuing to serve you and growing 1-Page. I am not going anywhere.
Our goal is to return value to you in the form of a growing company, a company poised to disrupt the talent sourcing and acquisition space, a company which will become dominant in its industry over the near-term.
As we move together through the next few weeks I again urge you, our shareholders, to conduct your own due diligence. Ask questions. Be skeptical of all the parties, the Existing Directors as well as us. Email us your questions and concerns.
We have a plan for shareholders and your investment. The majority of Existing Directors have no plan!
Do not accept half truths. Do not accept self interest. Conduct due diligence, and make an informed vote. You should expect nothing less from us, and we hope for the same from you.
Until we next speak,
Peter Kent
Former (and proposed to be reappointed) CEO, 1-Page
We Need Your Support
Please provide your support so that we can all move forward in a positive direction that will benefit all stakeholders of 1-Page.
VOTE FOR all of Joanna Riley’s resolutions 2 to 9 at the General Meeting.
AND
VOTE AGAINST Andrew Chapman’s resolution 1 at the General Meeting
We will continue to stay in touch leading up to the General Meeting on 15 May 2017.
Of course, we continue to welcome your questions and comments in the meantime, in order that we can respond to the extent possible in future communications.
We urge any shareholders with questions, or who wish to speak further, to contact us at [email protected].
You can also request a pre-completed proxy form in support of Joanna Riley’s resolutions by emailing that address.
