NZME shareholders will meet on June 3 to confirm a new board.
An outspoken shareholder of media company NZME has sold out of the company, which has helped prominent shareholder Jim Grenon lift his stake to 13% of the NZ Herald owner.
Caniwi Capital executive chairman Troy Bowker told Media Insider he sold his 3.15 million NZME shares to the Auckland businessman.
“I set out with two goals when investing in NZME,” Bowker said.
“One, to replace the chair and refresh the board. Two, to make a good return on my investment. I’ve achieved both.
“The board chair is gone against her wishes despite her media spin; and I’ve made a very good profit on my investment.”
He believed Grenon would be a “major disruptor” to NZME once he joined the board as a director following the company’s annual shareholders‘ meeting on June 3.
“This will cause short- to medium-term pain to shareholders. I may well invest back into NZME at a much lower price later.”
In a follow-up comment, Bowker said he remained “fully supportive of Jim”.
“I think he is exactly what’s needed for NZME. A disruptor is what the business needs.”
Grenon said late on Wednesday evening he had acquired 5.7 million additional shares (a number which includes the 3.15 million Bowker/Caniwi shares) and that he now owned about 13% of NZME, up from 9.97%.
Grenon’s new shareholding was formally reported to the NZX on Thursday.
That shows the other 2.568 million shares were acquired from Rangatira Trust.
All up, Grenon acquired the 5.7 million shares for $1.15 each - a total of $6.56m.
Grenon said it was “always nice to set goals and achieve them. So congrats to Troy.
“I will note Troy may well not be able to get back in at a lower price. I have talked to many of the significant shareholders and they are long-term believers in a lot of upside.”
Grenon said he, too, had goals.
“They are to make a long-term success of this investment, while also improving the state of journalism in NZ. In this case, I believe they are very interrelated.
“I do think I am being supported by many shareholders (which would have included Troy, who has patiently held his position for some time) to be a disruptor of sorts, so that shouldn’t surprise.
“I will, however, be working as part of a team and will not be doing anything without the considered support of the board.”
NZME’s share price was at $1.17 at the close of the NZX on Wednesday.
Grenon said disruption did not have to lead to a drop in the share price.
“Even if there is a drop in price it doesn’t have to be related to any disruption. There will also be other forces at play, like whether last year’s somewhat underwhelming results are ongoing.
“The key is to establish credibility, do the work to construct a detailed plan, explain the plan so the market supports the share price, then deliver results.”
A battle for the NZME board – and future direction of the company – played out publicly for about two months after it was revealed in early March that Grenon, an expatriate Canadian businessman who has lived in New Zealand for 13 years, had become a substantial shareholder and was leading a proposed cleanout of directors.
That battle came to an end on May 9, with the company and major shareholders landing on a new group of proposed directors led by former National Party MP Steven Joyce and including Grenon.
The new-look board – subject to a shareholder vote at the company’s annual meeting on June 3 – is now likely to be Joyce as chairman with four directors, initially: Grenon and existing board members Carol Campbell, Sussan Turner and Guy Horrocks.
They are set to be joined by Bowen Pan, a technology and marketplace expert, after the shareholder meeting.
NZME’s current chair Barbara Chapman, who has borne the brunt of criticism from some activist shareholders, will retire at the end of the June 3 meeting.
An NZX notice on May 9 said Grenon’s three nominees for the board – Philip Crump, Des Gittings and Henri Eliot – had been withdrawn, along with a Grenon proposal that all existing directors should be removed.
An editorial board would be established “to assist and advise the editorial team”, the NZX notice said.
Crump, a blogger and lawyer, would be appointed as a member of the editorial board “along with other members to be determined in due course”.
Gittings would be appointed as a member of the company’s OneRoof advisory board.
NZME owns the NZ Herald, Newstalk ZB, BusinessDesk, property platform OneRoof and a suite of entertainment radio stations and regional news titles.
Earlier this month, Grenon was cleared of any breach of the Takeovers Code after acquiring a small number of NZME shares in March.
The Takeovers Panel announced 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.
“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.”
The Takeovers Panel determination gave an insight into Grenon’s perfectly legal discussions with Caniwi and, in particular, 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 March 4 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.”
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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