Dissatisfied shareholder looking to change up the board of Havilah Recourses
A meeting for Havilah Resources has been requisitioned by eight shareholders, collectively owning 8.1% of Havilah’s shares. The shareholders are looking to replace two members of the board.
The investors seek to remove directors Mark Steward and Kenneth Williams, and have advanced Peter Johnson and Richard Buckley for the positions.
Havilah is recommending shareholders vote against the resolutions, saying that it does not think a group of shareholders owning only a small portion of the company’s shares should “dictate the composition of the board”.
Havilah has scheduled the meeting for February 4, 2019.
Wilson fails to secure votes for the wind up of HHY Fund
HHY Fund’s responsible entity, Aurora Funds Management, announced that the proposal by Wilson Asset Management to wind down the fund was rejected at its special meeting.
Wilson had urged investors to support it in winding down the fund due to the company’s underperformance. It had stated that it was concerned about the conduct of Aurora, with a director having been associated with theft and its indirect owner, Nicholas Bolton, having been disqualified by the Australian Securities and Investments Commission.
Primary wins a meeting which Aurora deemed Invalid
Primary Securities requisitioned a meeting of shareholders of Aurora Absolute Return Fund.
Primary Securities requisitioned the meeting to replace the external manager with itself.
Aurora Absolute Return Fund’s responsible entity, Aurora Funds Management, said they would not recognize the meeting as valid and rejected the meeting request. Aurora said the proxy documents sent by Primary did not provide the required 21 days’ notice. Aurora also objected to the fact that Primary did not reveal the identity of the investor on whose behalf they are acting. Without knowing who the shareholder is, Aurora stated that it cannot determine if the investors have the required 5% stake in the fund in order to be able to call a meeting.
Although deemed invalid by Aurora, Primary claimed victory at the meeting. Aurora has reported the issue to ASIC.
Watpac compulsory acquired
Watpac will now be compulsory acquired after Belgian firm Besix increased its stake to 91.8%.
At the end of October Besix made an unconditional off-market takeover bid to acquire all shares in Watpac. Watpac had recommended shareholders sell to Besix after the firm made a $102 million offer in October. Sandon Capital, activist investors in Watpac, had criticized the recommendation.
In June shareholders had voted against the proportional takeover by Besix.
Walkabout settles with Shareholders
A group of shareholders holding 6.2% of shares in Walkabout Resources was looking to change up the board in December.
The shareholders wanted to remove directors Tom Murrell and Trevor Benson and appoint Michael Elliot.
Walkabout settled with the shareholders and appointed Michael Elliott to the board. The shareholders have since removed their request to requisition a meeting.
In addition to adding Michael Elliot, Walkabout said that it will shake up the board over the course of the next 12 months by appointing a majority of independent non-executive directors, as well as reducing the number of executive directors.
Change of Board and terminated merger for Metallica
The end of December was a busy month for Metallica Minerals.
Metallica announced the resignation of two non-executive directors, Peter Turnbull and Ian Jacobson. They were replaced by Michael Hansel and Alan Evans. This came just after Steve Boulton resigned from the board.
Just days after the resignation of the two non-executive directors, Melior Resources backed out of its proposed merger with Metallica. Shareholders were supposed to vote on the merger at an upcoming special meeting.
In October, a group of shareholders requisitioned a meeting to remove all members of the Metallica board. This was the second time the group had requisitioned a meeting, with the first having been deemed invalid. Metallica has said that it would update the market in due course but was unable to convene a meeting before December 24.
The shareholders looking to remove the board had been against the merger with Melior and took it as a victory, as they felt that the merger was “high-risk, dilutive, [and] expensive.”
Accelerate reaches an agreement with GTT
Accelerate Resources announced it finally reached an agreement with GTT Global Opportunities.
GTT had requisitioned multiple meeting in attempts to gain shareholder approval to remove Chairman Grant Mooney and Director Terry Toppings and to elect Charles Thomas. Two weeks after the latest requisitioned meeting, Accelerate announced that it had agreed with GTT to remove its managing director, chairman, and another non-executive director and elect Charles Thomas to the board. It also announced that it has re-engaged GTT as the corporate advisor.
Empire not in line with Global Energy’s proposed board sweep
A meeting for Empire Energy Group has been requisitioned by Global Energy & Resources Development.
Global Energy is looking to remove all members of Empire’s board and appoint its own nominees. It has nominated Edward Jacobson, Joseph Graham, James Hulmes, and Bruce Garlick. Currently, Global Energy is the second largest shareholder, and already has a seat on the board.
Empire is urging all shareholders to vote against all of Global Energy’s resolutions and to ignore all paperwork from them. Empire said that in an effort to mislead investors. Global Energy has been mailing ‘pre-completed’ proxy forms to shareholders.
Shareholders support Myer
Solomon Lew’s Premier Investments has been attacking the Myer’s board for months.
In February Lew criticized Myer’s leadership and later launched a proxy contest in attempt to replace the entire board. A few months prior he had attempted, and failed, to remove Chairman Garry Hounsell.
At the Annual Meeting Lew secured enough votes to reject the remuneration report for the second year in a row with the result that Myer had to ask investors to vote on whether they supported a motion to spill the board.
To the disappointment of Lew, shareholders voted in support of the current board.
Boland stands down from White Cliff
In the middle of December, White Cliff Minerals had a meeting requisitioned by an unnamed shareholder looking to remove Rodd Boland, non-executive director. No reason was given for wanting his removal. Ten days later, Boland stepped down. Since then, White Cliff has confirmed that the shareholder has withdrawn its request to call a meeting.
Activists propose change of board at Sequoia Financial
A meeting of Sequoia Financial Group shareholders has been requisitioned by activists.
The activists are looking to change up the board at Sequoia. Led by Cojones Pty and Toclo Investments, the activists are seeking to remove managing director and CEO Scott Beeton and to have him replaced by their nominee Kevin Pattison.
Sequoia has stated that the Chairman will vote against the resolutions.
No shareholder support for Izaac Trajikovski at Tanga
Shareholders led by Izaak Trajikovski failed to win Tanga Resources’ shareholder support at the general meeting in December.
Until his resignation in November, Ian Stuart had planned on backing the proposals put forward by a group of shareholders led by Izaak Trajikovski. The shareholders were looking to reduce the size of Tanga’s board and to nominate Leslie Ingraham in place of John Stockley and John Jones.
TikForce faces another challenge
Shareholders, led by EZR Systems and Alignment Capital, are looking to reinstall a director that was removed at a meeting in July. The shareholders have requisitioned a meeting to replace current managing director, Michael Baum, with Andrew Houtas.
In July the activists failed at replacing the entire board. Houtas was removed at the same meeting in July by a resolution submitted by Baum.
TikForce announced that both resolutions failed, with shareholders being strongly opposed to the re-appointment of Houtas.
Activists propose board spill at Pacific Dairies
A group of Pacific Dairies shareholders, led by major shareholder Mustafa Hasan, have proposed removing Paul Duckett, Ray Taylor, and Chris Egan and replacing them with Rhett Morson, Ping Huang, and Alan Mitchell.
A spill meeting scheduled for February 1 has already proposed the same thing. The meeting was scheduled after shareholders voted for the second year in a row against the remuneration report at the Company’s AGM.
Pacific Dairies responded to the request by suggesting it is in the best interest of shareholders to merge the two meetings together.
Shareholders look to replace ¾ of Capricorn Metals’ board
Capricorn Metal received a request to requisition a meeting from investors Neon Capital and Nero Resources.
Neon and Nero are looking to replace three of four seats on Capricorn’s board, while having only 5.5% of the company. The activists have proposed the removal of Debbra Bakker, Geoffrey Rogers, and Peter Benjamin and put forward Timothy Kestell, Peter Pynes, and Douglas Jendry.
Two of the Nominees are directors of Neon and one is Nero’s technical director.
Capricorn is urging all shareholders to vote against the resolutions.
Flinders future uncertain
An EGM for Flinders Mines has been postponed after shareholders objected to the proposal to delist the company.
Flinders had proposed to undertake an on-market buyback using a loan funded from Tio NZ, its largest shareholder, who is in favor of the delisting. Objections were made to this proposal, claiming this enables Tio to gain more control over the voting shares of Flinders.
The two shareholders that filed applications to block the delisting were OCJ and Brendon Dunstan.
The meeting to determine the future of the company has been rescheduled for February 6.