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. Keybridge has criticised the Company’s recent decision to invest A$8.8m into an oil and gas project and is pursuing court injunctions against Molopo to access its books and prevent further expenditure on projects, along with any other significant investments, and inter alia to force it to appoint a new board member.
One of Aurora’s funds has also indicated it will launched a bid to acquire Molopo stock for A$0.135 per share.
In June, Keybridge lost its proxy battle with Molopo and both Keybridge and Aurora’s funds were ordered, by the Takeovers Panel, to reduce its ownership in the Company. The Panel found Keybridge was working in concert with Aurora Funds Management and consequently together breached the 20% ownership threshold.
A General Meeting has been convened by Keybridge for the 13 November 2017.
Molopo is yet to comment; its shares have been suspended since July 2017.
RNY v Aurora Funds Management
Aurora Funds Management has lodged an application to the Takeovers’ Panel, seeking another shareholder vote on the liquidation of RNY and omit the external manager from voting its shares. The Panel said it had not yet decided whether to conduct proceedings.
At the 12 September requisitioned meeting, 57.44% of shareholders voted against appointing Aurora Funds Management as the responsible entity of the Company. Shareholders approved a cash distribution strategy with a 57.62% majority.
RNY rejected Aurora’s A$0.017 Takeover Bid, citing the proposal was fraught with risks and a wind up may provide superior shareholder value. RNY is currently in default on some loans, with ongoing negotiations to sell assets – that could net A$0.018 for shareholders – in danger of collapsing.
Asia Pacific Data Centre v NextDC and 360 Capital
NextDC’s $1.87 Offer lapsed on 18 September with the activist acquiring 29.2% of APDC stock. Meanwhile on 26 September, 360 Capital released its Bidders Statement in relation to its increased, unconditional offer of A$1.95. NextDC has stated the Offer has inherent funding risks.
APDC is yet to release its formal recommendation and Targets Statement.
BPS v Alceon Group & LHC Capital
BPS’ activist shareholders, Alceon Group and LHC Capital, with a combined BPS shareholding of 8.8% of issued capital, have called, at their expense, a meeting of BPS shareholders on November 3 to consider changes to Board membership.
The two activists are seeking to replace the entire Board of BPS with their four nominees, and want one of the nominees to be appointed CEO and MD of the Company.
BPS pre-empted their move to replace the CEO by announcing his retirement and the commencement of a global search for his replacement. In addition, the Chairman announced that the board was committed to the appointment of up to two independent non-executive directors to the board at the time of the AGM in late November.
BPS has asserted that Alceon and LHC have made misleading statements in a bid to take effective control of the Company without paying a premium to other shareholders.
BPS has noted that “It is clear from the commentary provided in their notice of meeting that Alceon/LHC either do not understand our business and the accounting conventions that apply to technology companies or they are wilfully misrepresenting the facts to serve their own ends.”
Myer Holdings v Premier Investments Limited
Premier Investments, headed by Solomon Lew, has requested a copy of Myer’s share register, in order to consider writing to Myer shareholders in relation to any resolutions proposed at this year’s AGM.
Troy Resources Ltd v Republic Investment Management Pte Ltd
On 15 August, Troy Resources received a requisition for a General Meeting from Republic Investment Management to remove John Jones and Peter Stern as directors of the Company and appoint Greg Foulis, Russell Middleton and Jeffery Williams to the Board. The Directors of Troy have released a statement asking shareholders to vote against the proposed resolutions to remove them from the Board. Troy has said an overhaul of the board could trigger a loan default.
Ardent Leisure v Ariadne
Less than a month after Ariadne withdrew its requisition for a General Meeting, following Gary Weiss and Brad Richmond being appointed to the Ardent Board, George Venardos has decided to retire as a director of the Board. Effective immediately, Gary Weiss has been appointed as Chairman of the Company.
EZA v Mercantile Investment
EZA’s General Meeting was held on 29 September with the vast majority of shareholders (~85%) voting against Mercantile Investment’s proposal to liquidate the Company. Mercantile, headed by Sir Ron Brierley, opposed the proposed acquisition of Challa – a gold and base metals business in WA.
Shareholders approved other resolutions put forward by the Company, including the acquisition of Challa.