Jim Grenon owns 9.97% of NZME.
Auckland businessman and NZME shareholder Jim Grenon – who is seeking a clean-out of the media company’s board – has been cleared of any breach of the Takeovers Code after acquiring a small number of shares.
The Takeovers Panel announced today it had inquired into “potential non-compliance with the Takeovers Code” when Grenon bought a total of 1,212,975 NZME shares, representing 0.646% of voting rights in the company, on March 4.
The panel said it was satisfied the acquisitions did not breach the code.
“The panel’s decision turned on whether, at the time of the acquisitions, Mr Grenon was an associate of Spheria Asset Management Pty Limited, the controller of at least 14.946% of voting rights in NZME, and with Caniwi Capital Partners Limited, the controller of 1.674% of the voting rights,” it said in a statement today.
“After receiving documentary evidence and hearing oral evidence, the panel was satisfied that, at the time of the acquisition, Mr Grenon was an associate of Caniwi, but not an associate of Spheria.
“Accordingly, after the acquisitions, Mr Grenon, together with his associates, did not hold or control more than 20% of the voting rights in NZME.”
Spheria is NZME’s biggest shareholder, holding just under 20% of the company – as well as 14.946% voting rights, it has a relevant interest in a further 4.517% of voting rights.
Grenon holds a total of 9.97% of shares. The Takeovers Panel was focused on the March 4 acquisition of a small percentage of shares.
The panel said it had not been provided with any evidence Grenon’s association with Caniwi had ended.
“The panel’s view as to the continuing nature of Mr Grenon’s association with Caniwi is not a determination for the purposes of the Takeovers Act 1993 (the Act).
“However, the panel considers that, given Mr Grenon’s indications that he may wish to acquire further shares in NZME, it is appropriate to provide guidance based on the information before the panel.”
It said if Grenon was minded to acquire control of further voting rights in NZME, it cautioned him to consider whether he was associated with any other shareholders “such that the number of voting rights held or controlled by those shareholders would further limit the number of voting rights which Mr Grenon may acquire without breaching the code”.
NZME shareholders will meet on June 3 to vote on a new-look board for the company that owns the NZ Herald, Newstalk ZB, BusinessDesk, OneRoof and other media brands.
NZME released yesterday the list of nominations for the board, including Grenon and three of his own nominees.
NZME has put forward an alternative proposal, which would see former National Party MP Steven Joyce become the company’s chair. Under that scenario, current chair Barbara Chapman would step down.
Joyce’s nomination for the chairmanship appears to have initial, decent support from a range of NZME shareholders, including Spheria and Grenon himself.
He and Joyce are expected to meet in coming days.
The Takeovers Panel determination gives an insight into Grenon’s perfectly legal discussions with Caniwi and, in particular, Caniwi executive chair Troy Bowker.
“Mr Grenon gave evidence that, while he had a previous interest in NZME, it was after speaking with Mr Bowker about NZME in August 2024 that Mr Grenon decided to buy shares in the company.”
The panel said evidence suggested Grenon and Bowker “were, amongst other things, focused on unlocking value associated with NZME’s ownership of OneRoof and, from a reasonably early point in their engagement about NZME, they each formed the view that this would require a change in the chair of NZME.
“This evolved to Mr Grenon and Mr Bowker each concluding that a change in the full board was the appropriate course of action.”
From November 23, they began exchanging messages regarding replacement directors.
“Overall, there were ongoing, and at times sustained, communications between Mr Grenon and Mr Bowker from when they first spoke in August 2024 up to and after the 4 March acquisitions.
“While the phone logs provided in evidence did not distinguish between missed calls and calls that actually occurred, it appears that Messrs Grenon and Bowker spoke on a large number of occasions.”
The panel found there was “a reasonable degree of engagement” between Grenon/Bowker and Spheria in respect of the proposed board spill, including discussing it with Spheria portfolio manager Matt Booker and inviting him to comment on proposed nominees or propose his own.
They also requested that “Spheria provide a statement of its formal support for the proposed spill”.
“Although Mr Grenon portrayed Spheria’s support in absolute terms at times to others, the panel considers that, overall, Mr Booker was reasonably cautious and circumspect in his responses and communications with Mr Grenon and Mr Bowker.
“Further, Mr Booker did not propose any nominees (despite being invited to do so), in some cases refrained from providing substantive responses, and made it clear that he did not wish to form a collective with Mr Grenon as ‘this could create issues from a takeover law perspective’.
“The panel considers that Spheria’s engagement, by itself, was insufficient to constitute joint or in concert conduct for the purposes of the joint or in concert limb.”
Booker did undertake some “proactive steps” in connection with the proposed spill, said the panel.
But it concluded “these steps did not go beyond legitimate engagement between shareholders such that Mr Booker was collaborating with Mr Grenon on the proposed spill”.
“Mr Booker’s focus was on pursuing what he perceived to be necessary change at NZME for the benefit of Spheria’s clients, rather than particular support for Mr Grenon.
“He perceived the proposed spill as one of a number of potential pathways that could result in the change that Spheria desired, and he remained open to (and actively pursued) alternatives.
“While Mr Booker appears to have been set on significant change to the NZME board, he appeared agnostic as to whether the change came through Mr Grenon’s proposed nominees or other means.”
Editor-at-Large Shayne Currie is one of New Zealand’s most experienced senior journalists and media leaders. He has held executive and senior editorial roles at NZME including Managing Editor, NZ Herald Editor and Herald on Sunday Editor and has a small shareholding in NZME.
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