8IP Emerging Companies vs Aurora Funds Management.
On 19 March, Aurora Funds Management sent a notice, requisitioning a general meeting of 8IP Emerging Companies (8EC), seeking reconstruction of the board and the implementation of a Buyback.
Aurora owns nearly 20% of the company and is proposing the removal of three directors – Kerry Series, Jonathan Sweeney and Tony McDonald – and replacing them with their own nominees. Aurora has nominated Anthony Hartnell and two Aurora executives, John Patton and Victor Siciliano to be elected to 8EC’s board.
8IP issued an announcement on 29 March 2018 seeking withdrawal of Aurora’s Notice of Meeting and cancellation of the Proposed Meeting, on the grounds that their claims do not satisfy the requirements of the 8EC Constitution in respect of the election of new directors. Aurora has declined the cancel the Meeting.
FIRST Advisers is providing advice and communications support to 8IP Emerging Companies.
Metgasco Board Spill – Alexander Lang, John Patton and Philip Amery vs Andrew Purcell.
On 2 February 2018, Metgasco confirmed receipt of a 203D Notice from Andrew Purcell, on behalf of M&A Advisory Ltd, seeking to remove Alexander Lang (current Chairman), John Patton and Philip Amery as directors.
In a separate Notice of General Meeting to shareholders issued on 9 March 2018, Metgasco’s Chairman Alexander Lang and on behalf of John Patton and Philip Amery, recommended shareholders to vote in favour of removing Andrew Purcell from the Metgasco board. The meeting to consider both resolutions is to be held on 11 April 2018.
FIRST Advisers is providing support to M&A Advisory Ltd.
Optiscan Imaging vs Dissident Shareholders.
Optiscan Imaging has received two shareholder requisition notices, which call for substantial changes to the Optiscan Board.
One group of 10 dissident shareholders which together represent 14.2% of the register have called for the removal of director Ian Mann and the appointment of Darren Lurie and Graeme Mutton. Known activist investors, Semblance and Harech, are among the shareholders behind this action.
A separate group including Ibsen, IT IS Consulting, Peter Delaney and Archie Fraser are seeking to remove Alan Hoffman, Peter Francis, Ian Griffiths and Philip Currie from the board. They are proposing the appointment of Archie Fraser and Ron Grey. Chief Technology Officer and one of the dissident shareholders, Peter Delaney resigned from his role on 15 March 2018.
Neither group revealed the reasoning behind the notices and a date for a Meeting has not been announced.
Specialty Fashion v Sandon Capital.
Activist investor Sandon Capital received a boost to its campaign for a change of strategy at Australian retailer Specialty Fashion, after Lazard Asset Management backed an equity raising on 2 March.
Sandon sent a letter to Chairwoman Anne McDonald at the end of February, saying the firm should consider raising equity instead of executing an asset sale at “a suboptimal price.” Specialty Fashion is running a strategic review, which includes a sale of part of the business or the entire firm, and is working with Luminis Partners.
Lazard, which owns 13% of the shares, had previously rejected an offer from Wilson HTM to buy its stake at current market prices, believing that the firm should attempt to reverse its fortunes through an equity raising. It has been reported that Lazard would support a one for one rights issue, raising around $46 million.
Auris Minerals v Dissident Shareholders.
In addition to receiving a requisition notice from a group of shareholders, collectively known as the Mandevilla Requisitionists, the Board of Auris has received another notice from a group called the ‘Investment Requisitionists’, comprising Hades Corporation (WA) and Delta Resource Management, requesting Robert Martin be removed as a Director of Company.
The Mandevilla Requisitionists are campaigning for the removal of Bronwyn Barnes and Elizabeth Vearncombe and the election of Neville Bassett and Brian Thomas to the Board.
A meeting will be held to consider the resolutions on 20 April 2018.
Sydney-based activist investor Sandon Capital is raising money to establish a new activist fund that will trade along with its existing activist strategy. Sandon is looking to raise A$250m for the fund which will be registered in the Cayman Islands.
The purpose of the fund is mainly for investments in Australia. An estimated 15% of the fund will be mandated to invest globally, largely in New Zealand.
Recently, Sandon has been pushing Watpac to improve shareholder value, including merging with a peer. Watpac’s major shareholder wants to increase its ownership in the company to 64% from 28%.
Bauxite Resources v Dilkara Nominees.
Activist investor Dilkara Nominees has succeeded in amending the constitution of Australian minerals developer Bauxite Resources.
In February, the 5.7% investor requisitioned a meeting at the company, pushing for Bauxite to adopt a “proportional takeover approval provision that allows investors to vote on whether to approve an offer made under a proportional bid for a class of Bauxite’s securities.”
Dilkara’s requisition came after Mercantile Investment offered to buy a 50% stake in Bauxite for AU$0.09 per unit in November last year. The fund increased its offer to AU$0.11 per share in January, valuing the company at $12.7 million.
Bauxite’s shareholders voted for amending the constitution and rejected Mercantile’s takeover proposal.
Caravel Minerals v Cooke Group.
On 8 March 2018, Caravel Minerals received a notice under section 249D, from Alasdair Cooke and 11 other shareholders (Cooke Group), to remove Marcel Hilmer, James Harris and Peter Alexander as directors and to appoint Alasdair Cooke and Alexander Sundich to the Board. The requisitioning shareholders represent 23.6% of Caravel’s register.
Caravel has since confirmed the requisition notice is only valid with respect to the appointment resolutions.
The company has also made an application the Takeovers Panel, submitting (among other things) that Mr Cooke and other requisitioning shareholders are associated with shareholders who own another 8.6% of the Company’s shares, bringing the combined holding over 30%. Caravel has requested that the shares of the alleged associated shareholders be vested in the Australian Securities and Investments Commission for sale to non-associated parties. The company also requested the alleged associated shareholders disclose their associated voting power and be prohibited from purchasing more than a combined 20% shareholding of Caravel shares.
Pureprofile settles with Oceania Capital Partners.
Marketing services company Pureprofile reached a settlement agreement with activist investor Oceania Capital Partners, appointing an additional director to its board in consultation with the activist.
Earlier in March Oceania had requisitioned a meeting at Pureprofile to remove Chairman Andrew Edwards and appoint Marcelo Ulvert, the former CEO of Cohort, as a director. Pureprofile acquired Cohort in September 2016, but the company later had a dispute with a third party over the earn-out of the Cohort business.
In accordance with the recent settlement, Oceania agreed to withdraw its requisition notice.
Dissidents aim to replace DataDot’s board.
A group of concerned shareholders representing nearly 5.8% of DataDot Technology has requisitioned a general meeting, calling for the replacement of all current directors from the board of the asset identification provider.
The dissident shareholders have called for the replacement of Chairman Gary Flowers, CEO Temogen Hield, and Stephe Wilks with board nominees Jiri Perjous, Monica Schlesinger, and Stephen Hanlon. The group also demanded the replacement board assess and restructure the senior management of DataDot as well as implement a “restructure plan,” which involves a merger between DataDot and Holoptica, a provider of holograms, brand protection, and anti-counterfeit technologies.
DataDot said it will convene a general meeting on April 17 to consider these resolutions and recommended shareholders vote against all of the resolutions at the general meeting.
Shares in DataDot have traded down 40% over the last year.
Infigen in fight with dissidents.
Australian renewable energy operator Infigen has announced that two shareholders owning 5% of the shares, Vijay Sethu and Lim Chee Meng, requisitioned a general meeting, seeking changes to the company’s constitution to “limit Infigen’s power to deal with major financing transactions in excess of AUD500 million.”
Infigen said that it plans to engage with the activists but added that the board recommends investors vote against the resolutions. The company said that it had recently explained how refinancing would “preserve” shareholder value and would create a capital structure that “better supports execution of its business strategy.”
TCI Fund Management and Talos Capital, which together own a nearly 33% stake in Infigen, said that they support the company’s decision and would vote against the dissidents’ resolutions. For the resolutions to pass, 75% of voting shareholders must support the propositions. With TCI backing the status quo, the resolutions are doomed to fail.
Ariadne director, Gary Weiss, who is the current Chairman of Ardent Leisure, has said he prefers a long term approach to investing. He said their style is to try to advocate proposals for shareholders that will stick around, rather than those seeking an exit.