The NZME board this week delayed the shareholders’ meeting, which had been scheduled for April 29, until June 3.
The NZME board this week delayed the shareholders’ meeting, which had been scheduled for April 29, until June 3.
An Australian report says a businessman leading a boardroom coup attempt at NZME may have hit a “stumbling block” over a small percentage of shares.
Auckland businessman Jim Grenon, who owns more than 18.7 million shares in media company NZME, has confirmed he is “cooperating” with the Takeovers Panel inregards to 1.2 million shares he bought early last month.
The Australian newspaper reported last night the panel had issued a draft ruling to “certain parties” involved in a shareholder bid, led by Grenon – who owns 9.97% of NZME – to clean out the company board.
The panel has been investigating whether NZME shareholders have been acting in concert to remove the media company’s directors.
According to The Australian, Grenon may have hit a “stumbling block” following a draft panel decision, although it appears unlikely this will have any impact on his longer-term plans.
Jim Grenon owns 9.97% of NZME, publisher of the NZ Herald.
The Australian DataRoom editor Bridget Carter reported the draft decision “warns the panel could find that James Grenon ... may have been acting in concert with at least one other investor from March 4″.
“If the panel finds that to be the case, Mr Grenon would need to offload the 1.2 million shares he traded after March 4, equating to 0.64 per cent of the company.”
Carter reported further that “while the draft ruling warns that could be a finding from the investigation, it did not yet have evidence to conclude such an outcome”.
She further reported: “... DataRoom understands that Mr Grenon would be able to buy back the shares after a specific period of time, and there is an expectation by some [that] this would likely be before the June annual general meeting.”
In an earlier story, The Australian reported Grenon might seek to lift his holding in NZME from just under 10% to almost 20%.
Carter reported Grenon had “been asked whether he would accept the [panel] outcome or go to a hearing should the ruling surface, and he plans to challenge”.
“Mr Grenon has previously taken on legal cases against the Canadian Tax Foundation relating to his investments, so for some it would be no surprise that he would be up for challenging the decision.”
Grenon responded to a series of questions from the Herald with a brief statement on Wednesday evening.
“I am still cooperating with the panel, through legal counsel, about 1.2m shares bought on 4 March,” he said.
”It would not be appropriate to breach confidentiality about those ongoing discussions.”
An NZME spokeswoman referred the Herald to the panel. Previously, the company said it could “categorically confirm” it did not make any approach to the panel.
Panel chief executive Andrew Hudson, who confirmed in a statement last month the matter was under “active consideration”, told the Herald the panel had no comment to make in relation to The Australian report or the panel’s reported draft ruling.
Grenon is confident he will have more than 50% support of votes cast at the NZME shareholders’ meeting on June 3.
When his plans were first revealed, Grenon informed NZME he had the support of about 37% of NZME’s shareholders, including the backing of the company’s biggest shareholder, Australian fund manager Spheria Asset Management, which holds just under 20% of the company.
Grenon is also backed by businessman Troy Bowker whose Caniwi Capital business and nominee accounts hold just over 3.5% of NZME.
Grenon has said he has since received support from more shareholders over the past month. He has also made a number of proposed changes to his proposed board composition in a bid to win overwhelming majority support, while also seeking to compromise with the existing directors.
It delayed the shareholders’ meeting, which had been scheduled for April 29, until June 3, and it has reopened nominations for directors.
MinterEllisonRuddWatts lawyer Isaac Stewarttold BusinessDesk’s Rebecca Stevenson last month parties would need to be deemed associated parties with close personal or business relationships for there to be any breach of takeover rules.
Several shareholders agreeing to vote in a certain way did not in itself breach the rules, Stewart said.
He stated the definition of an associate was “open-ended” - the panel would consider the facts and circumstances to determine the relationship between the shareholders.
“For me, on the face of it, it doesn’t look like they would be acting in concert,” he said at the time.
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.
