30 November 2020

Activists in Action

NOVEMBER SUMMARY

As 2020 wraps up, many people will be happy to say goodbye to the year. With a year so different to anything we have experienced, it’s no surprise that activism among Australian companies was relatively quiet this year, with fewer companies targeted overall. However many that were targeted, were targeted multiple times and seemed to get no relief.

At the beginning of November, Carpentaria Resources received a notice to remove Paul Cholakos as a director, and two weeks later it received another notice to remove Peter Graham and appoint Bryan Granzien.  The company has called a virtual meeting to vote on all three resolutions which will be held on 30 December.

Oliver’s Real Foods gave into its activist by appointing one of their two nominated directors just before the meeting was set to take place. This prompted the requisitioning shareholders to withdraw their notice.

Yowie Group has been targeted a number of times this year. In October, Keybridge Capital requisitioned a shareholder meeting to have two directors appointed to Yowie’s board. The resolutions were subsequently combined into the Annual Meeting to be voted on by shareholders.  After some delay in verifying votes, one of Keybridge’s two nominees, Nicholas Bolton, was appointed to Yowie’s board as a non-executive director.

Arowana Contrarian Value Fund has added a recent request to change the composition of the board by including them as additional resolutions at its upcoming AGM.  Global Value Fund (GVF) requested the removal of three directors from Arowana.  The request came after GVF put forward an unsolicited merger proposal. The independent Directors decided GVF’s proposal was unlikely to generate more certainty of value and liquidity than the Sale and Distribution Proposal that was already put forward to shareholders. The directors of Arowana have advised shareholders to vote against the added resolutions at the meeting on the 15th of December.

Here’s to 2021 being a better year.


New Activism

Activist/s TargetApproachRequisitionLodged
Concerned shareholdersCarpentaria Resources249D NoticeRemove Peter Graham as director and appoint Bryan Granzien. Meeting has been combined with first notice and will be held on 30 December.23/11/2020
Staude CapitalArowana Contrarian Value FundAnnual Meeting - Additional ResolutionsRemoval of three directors, Kein Kwan, Kevin Chin, and Michael Barker - added to annual meeting to be held on 15 December.20/11/2020
Concerned shareholdersCarpentaria Resources249D NoticeRemove Paul Cholakos as director. Meeting has been combined with second notice and will be held on 30 December.10/11/2020

Resolved Campaigns

Activist/sTargetMeetingOutcomeResolution Period
Concerned ShareholdersOliver'sSettled before meeting/ Requisition withdrawnThe company appointed one of the two nominated directors only a day before the EGM, prompting the activists to withdraw their request. 8 weeks
Concerned ShareholdersGlennon Small CompaniesCompany Wins at MeetingShareholders did not vote to elect Tricia Klinger as director at AGM.8 weeks
Keybridge CapitalYowie GroupActivists Win at MeetingResolutions combined into annual meeting held on 27 Nov. Nicholas Bolton appointed as non-executive director.7 weeks
Wilson Asset ManagementContango Income GeneratorSettled before meeting/ Requisition withdrawnWAM and Contango reached a restructuring deal prompting WAM to withdraw its 249D notice. 7 weeks

Three Months Activity

Activist/s Action SepOctNov
New Activist Campaigns753
Activists Win at Meeting001
Company Wins at Meeting111
Settled before meeting / Requisition withdrawn122

31 August 2020

Activism in 2020

VICTORIA GEDDES, Executive Director. At FIRST Advisers we pay close attention to the activist space in Australia, having worked on many campaigns for both activists and companies over the past ten years. In our monthly newsletter we have a regular slot that summarises for our readers the various activist campaigns over that month and we […]

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30 October 2019

Australian Activism: Down but far from out

VICTORIA GEDDES, EXECUTIVE DIRECTOR As we approach the end of the year with, realistically, less than two months left to launch and complete a new campaign, the stats already tell us most of what we need to know about the changing shape of activism in Australia in 2019. Activity is 20% down on last year’s […]

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4 March 2019

Activism in February 2019

Activists fail in Pacific Dairies board spill  Activist investor Mustafa Hasan’s attempt to replace the board at Pacific Dairies has been voted down. Hasan and fellow shareholders Dursan Cansiz, William Clarke and Necmi Uysal requested the board spill in January. They proposed replacing Directors Paul Duckett, Ray Taylor, and Chris Egan with Rhett Morson, Ping […]

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31 January 2019

Activism in January 2019

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 […]

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29 November 2018

ACTIVISM IN NOVEMBER 2018

Centuria doesn’t get the votes to spill Propertylink’s board Centuria Capital has failed in its attempt to replace Propertylink’s board with approximately 99% of shareholders voting against the resolutions. In September Centuria requisitioned a meeting to remove Propertylink’s board and to replace it with its six-person slate.  At the time, Centuria Capital was looking to […]

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29 November 2018

AIRA 2018: The FIRST Advisers panel discussion on What Drives Activism in Australia

Valuable Advice for Companies from Successful Activists FIRST Advisers hosted the ‘What Drives Activism?’ panel discussion at the AIRA 2018 Annual Conference held in Sydney on the 23rd of November. While the video of the Conference, including this panel session, can be accessed here, there were a number of interesting takeouts from the discussion that […]

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29 November 2018

Interesting times: 2018 in review

Giles Rafferty, Media and Corporate Communications “May you live in interesting times”, is often presented as a Chinese curse and, as we enter the final month of 2018, it has certainly been an interesting year thus far. In Australia, the Banking Royal Commission has been the dominant story in the financial media during the latter […]

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1 November 2018

Has Activism Peaked or is it regrouping

Victoria Geddes, Executive Director Activism in Australia has some characteristics that are different to other countries around the world. We examine the make-up of activist campaigns in Australia compared to the global average and unpick some of the recent trends to see if there is a pattern emerging. This article is an extract from a paper […]

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1 November 2018

Activism in October 2018

AMP Shareholders get Active Merlon Capital Partners, a shareholder in AMP, sent a letter to its board on 29 October opposing the terms of a proposed sale of its Australian and New Zealand wealth protection and mature businesses. In it they detail a number of undertakings they are seeking from the board and, if not […]

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28 September 2018

Activism in September

ESR and Centuria Capital battle for Propertylink ESR Real Estate has placed a $693 million cash takeover offer on the table for Propertylink.  This comes only a day after Centuria Capital requisitioned a meeting to replace all but one member of Propertylink’s board. Centuria Capital is seeking to prevent Propertylink from going through with a […]

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3 September 2018

Deal Flow – Retail Investors Have a Point of View

Victoria Geddes, Executive Director Post results reporting season is a time when investment banks start engaging their clients, in advance of the year’s end, to get mergers, spin-offs and takeovers off and running. Witness the recent TPG and Vodafone merger as well as the Coles spin-off from Wesfarmers. The merits of engaging in Proxy Solicitation […]

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31 August 2018

Activism in August

Aurora withdraws bid for takeover of Molopo After almost four years of trying to take control of Molopo, Aurora Funds Management has withdrawn its takeover bid.  Keybridge and Aurora have both separately been attempting to take over the company, however, the latest bid, which expired on the 10th of August, was withdrawn citing a ‘dramatic […]

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30 July 2018

Activism in July

MEC Resources unveils board changes Australia-based MEC Resources has unveiled a series of board changes, two weeks after surviving a proxy fight waged by a group of shareholders. Chairman Goh Hock was replaced by Michael Sandy, a former executive at Oil Search and Novus Petroleum with a background in geology. Hock will retain an advisory […]

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29 June 2018

A view from the other side of the fence

Daniel Jones, Shareholder Analytics and IR Activism was once again a hotly discussed topic at the 2018 National Investor Relations Institute (NIRI) conference in Las Vegas, and with the number of large-cap activist campaigns in 2017 reaching an all-time high, it’s easy to see why. Based on my observations and discussion with professionals, an often […]

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29 June 2018

Activism in June

Empire activists seek a strategic review and new board A group of dissident shareholders in Empire Resources has outlined its plan for the company, saying it needed a new “energetic” executive managing director to complete a strategic review of the precious and base metals explorer. The dissidents, consisting of 12 shareholders, are seeking to replace […]

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30 May 2018

Activism in May

Myer v Premier Investments Solomon Lew is continuing his campaign against Myer, in which he holds 11% of stock, writing to fellow shareholders, saying that the company is ‘in peril’ and blaming the Board for its deterioration. The letter follows John King’s  appointment as CEO and MD In April. Among other things, Solomon Lew has […]

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30 April 2018

Activism in April

8IP Emerging Companies vs Aurora Funds Management Resolutions put forward by Aurora Funds Management to appoint nominees Anthony Hartnell, John Patton and Victor Siciliano, were defeated at the 8IP Emerging Companies General Meeting, with more than 65% of shareholder supporting the current Board. Aurora, which owns just under 20% of 8EC, had put forward resolutions to […]

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5 April 2018

Activism in March

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 […]

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5 April 2018

Short Attacks: Is Glaucus an Aberration or the new Normal?

VICTORIA GEDDES, EXECUTIVE DIRECTOR Two years ago we wrote an article on a well-established activist strategy in the US called the “short attack”. In Australia we are very familiar with short selling as a legitimate tactic to deliver portfolio performance but short or bear attacks are something else altogether. Equity markets and investors received their […]

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5 March 2018

Activism in February

Successful activism Tap Oil v Risco Energy Risco Energy nominees Chris Newton and Govert Van Eck have been appointed to the Board of Tap Oil while Tap Oil’s executive Chairman, James Menzies, and existing Directors Peter Mansell and Andrea Hall have resigned from their posts. As a result, the Special Meeting was cancelled. Genetic Technologies […]

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29 January 2018

Activism in December/January

Kingsgate Consolidated v Metal Tiger Metal Tiger, which owns 8.5% of Kingsgate Consolidated, requisitioned a General Meeting in November 2017, seeking to remove three directors and replace them with five of their own nominees. All resolutions were voted down by shareholders; however, there was support for Metal Tiger with 45% of investors voting in favour […]

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11 December 2017

Activism in November

Kingsgate Consolidated v Metal Tiger On November 15, 2017 Kingsgate Consolidated’s largest shareholder, London-based Metal Tiger, requisitioned a General Meeting to remove three of the four current Board members and replace them with five of their own nominees, including two independent directors. Metal Tiger plans to review litigation with the Thai Government and insurance companies […]

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7 December 2017

FIRST Advisers ranked the Number 1 Australian Proxy Solicitation firm

The FIRST Advisers’ Proxy Solicitation practice has taken a prime position in the 2017 Intermediary Awards, as the top ranked Australian Proxy firm and the 6th ranked globally. FIRST Advisers is the only Australian specialist in Activist campaigns to feature in the top 10 rankings, which are dominated by US and European firms, many of […]

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7 November 2017

Activism in October

NextDC v 360 Capital Group v Asia Pacific Data Centre (APDC) NextDC’s failed bid for APDC led to it making a takeovers panel application in an attempt to delay the merger between APDC and 360 Capital. NextDC now owns 29.1% of APDC stock after its A$1.87 bid lapsed. 360 Capital’s Offer was deemed superior to NextDC’s […]

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4 October 2017

Activism in September

MPO v Keybridge & Aurora Funds Management Following the failed proxy battle earlier this year which saw Keybridge Capital and Aurora Funds Management attempting to seize control of the Molopo Board, Keybridge is again pushing a new director to be appointed. Keybridge has accused Molopo of “extraordinary actions and inactions” and subsequent damage to shareholders. […]

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7 September 2017

Activism in August

During August a number of long running campaigns came to an end and a few new additions emerged. We also saw Greencape Capital ‘out itself’ as an activist investor. Ardent Leisure and Ariadne reached a resolution in one of the most publicly contested and hard fought activist campaigns this year. Ardent v Ariadne Ardent released […]

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1 August 2017

Activism in July

The Activist scene remains elevated with most of the focus continuing to be on campaigns that launched last month (Ardent Leisure, Asia Pacific Data Centres, AWE, Reffind), long running campaigns (Molopo Energy, BHP, Surfstitch) and campaigns that finally reached a resolution (Central Petroleum, Brickworks/Soul Patts). We also look at Spicers where offshore activist, Coastal Capital, […]

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4 July 2017

Activists in Action – June 2017

In the last month of the financial year there were 5 new actions and further developments on several campaigns which have been in play now for several months. SurfStitch Group received a section 249D notice on 6 June for the requisition of a shareholders’ meeting from Crown Financial Pty Limited (Crown Financial), a shareholder which […]

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9 June 2017

Activists in Action – May 2017

FIRST Advisers has been fairly vocal for the past two years about the rise of activism in Australia and in particular the risk of offshore activists moving into this market given its ‘activist friendly’ regulatory environment. Because we frequently act for one of the parties in an activist campaign, we are closer than most to […]

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9 May 2017

Perception Studies – An Early Indicator of Emerging Issues

VICTORIA GEDDES, ECECUTIVE DIRECTOR Getting feedback from investors and other key stakeholders is a given within the investor relations profession. Many companies will do this informally following a roadshow and some will undertake a more formal engagement process, including the Chairman, ahead of the AGM. So a view often expressed by companies is that their […]

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3 November 2016

The Activist – Pariah or Positive Catalyst for Change?

VICTORIA GEDDES, ECECUTIVE DIRECTOR The role played by the activist in the US capital markets has moved over the past 10-15 years from pariah to one of being a positive catalyst for change. Today proxy contests associated with nominations of independent directors for board seats are more likely to be won by activists than the […]

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5 July 2016

Short Attacks: The new wolf pack

VICTORIA GEDDES, ECECUTIVE DIRECTOR Those who have been on the receiving end of a short attack describe the process as akin to being at war, or being pursued by a pack of wolves, with the company’s very destruction their opponent’s goal. A short or bear attack, to make the distinction clear, is not the same […]

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2 June 2016

Activist Investing Comes of Age

VICTORIA GEDDES, ECECUTIVE DIRECTOR In the past 5 years, post-GFC in particular, the activist investor has become firmly established as a recognised investor category within the funds management universe. Companies are starting to build into their investor relations strategy protocols that quickly elevate early signs of shareholder discontent up to the board. Politely acknowledging, but […]

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1 June 2016

FIRST Advisers in Listed@ASX Magazine

FIRST Advisers is featured this month in the Listed@ASX magazine. Our executive director Victoria Geddes writes on the rise of activist investors in Australia, the tactics they use, and what listed companies need to know. Click here to see a PDF of the article.  

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18 February 2015

ASIC Revisits Guidelines on Collective Action by Investors

The Australian Securities and Investments Commission is revisiting its guidelines around collective action by institutional investors and calling for public comment. This has become a hotter topic in the past few years with the increasing assertiveness of activist shareholders and recognition that collective action by investors can be good for financial markets.

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