Page 8 of 13 – SEC Filing Exhibit B
Wintergreen to Vote YES to Item 4 Wintergreen Proposal to Hire Independent Advisor to Maximize CTO Shareholder Value And Wintergreen to vote NO to Item 5 Board Proposal to Approve Issuance of Additional Shares of Common Stock April 6, 2016 Wintergreen Advisers, LLC (“Wintergreen”) supports its proposal to request that Consolidated-Tomoka Land Co. (“CTO” or “Company”) hire an independent adviser to evaluate ways to maximize shareholder value. We believe that shares of CTO are extremely undervalued and that substantial value is available to be unlocked quickly. We believe an independent third party would accelerate this process by assisting CTO’s board of directors (the “Board”) in identifying viable opportunities to maximize shareholder value. We plan to vote against certain other proxy items including the Board’s Item 5 proposal to issue additional shares of common stock1. According to our analysis of the proxy statement, we believe this issuance, if fully exercised, could dilute existing CTO shareholders to the tune of more than 23%. Accordingly, we believe that this proposal is destructive to the interests of CTO shareholders and we plan on voting no to Item 5, as described more fully below. To help illustrate what this dilution means for a shareholder of CTO, if this proposal passes and the Company issues the full amount of the requested shares, a shareholder who owns $1,000 worth of stock would be diluted such that the value of the shares immediately after the additional stock is issued, would be $765.
1 CTO is proposing issuing up to 1,387,860 shares. As of February 19, 2016, CTO had 5,905,313 shares outstanding. Follow Cto Realty Growth Inc. (NYSE:CTO)
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Exhibit B
Wintergreen to Vote YES to Item 4
Wintergreen Proposal to Hire Independent Advisor to Maximize CTO Shareholder Value
And
Wintergreen to vote NO to Item 5
Board Proposal to Approve Issuance of Additional Shares of Common Stock
April 6, 2016
Wintergreen Advisers, LLC (“Wintergreen”) supports its proposal to request that Consolidated-Tomoka Land Co. (“CTO” or “Company”) hire an independent adviser to evaluate ways to maximize shareholder value. We believe that shares of CTO are extremely undervalued and that substantial value is available to be unlocked quickly. We believe an independent third party would accelerate this process by assisting CTO’s board of directors (the “Board”) in identifying viable opportunities to maximize shareholder value.
We plan to vote against certain other proxy items including the Board’s Item 5 proposal to issue additional shares of common stock1. According to our analysis of the proxy statement, we believe this issuance, if fully exercised, could dilute existing CTO shareholders to the tune of more than 23%. Accordingly, we believe that this proposal is destructive to the interests of CTO shareholders and we plan on voting no to Item 5, as described more fully below.
To help illustrate what this dilution means for a shareholder of CTO, if this proposal passes and the Company issues the full amount of the requested shares, a shareholder who owns $1,000 worth of stock would be diluted such that the value of the shares immediately after the additional stock is issued, would be $765.
1 CTO is proposing issuing up to 1,387,860 shares. As of February 19, 2016, CTO had 5,905,313 shares outstanding.
Follow Cto Realty Growth Inc. (NYSE:CTO)
Follow Cto Realty Growth Inc. (NYSE:CTO)
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