Noisy shakeup for Tru-Test

By IRENE CHAPPLE

Shareholders claimed the scalp of Tru-Test chairman Dr Robin Congreve yesterday in a show of activism that also forced the company to revamp its corporate structure.

The company's annual meeting at times descended into a melee of shouting and demands for order.

Clapping broke out several times as shareholder concerns were voiced.

The result was declared a victory for shareholders and a step towards a new beginning for the private agritech company.

Tru-Test, which exports milk meters, electric fences and animal weighing machines, has often been mentioned as a prospect for a sharemarket listing.

It failed to meet earnings forecasts after a nearly $15 million share placement in December 2001, creating a line-up of aggrieved shareholders.

One of those shareholders, Brook Asset Management, has led a public campaign for better governance at the company and the removal of Congreve as chairman and director.

Yesterday Brook director Paul Glass said the meeting sent a clear signal and showed "shareholders flexing their investment muscle".

Shareholders Association chairman Bruce Sheppard said the year's final corporate battle was "a crowning glory to a reasonable year".

He attended - dressed in a rubber apron and gloves - because the company's "largesse was so extreme and so text-book gouging".

Shareholder Robyn Denham also spoke of her concerns over how the company has been run.

In a marked contrast to the shouting and finger-pointing from Sheppard, Denham spoke quietly and articulately about her concerns.

Denham, whose family has invested in Tru-Test since its inception 38 years ago, congratulated the company on its growth over the years.

But she voiced disappointment at its low returns and lack of communication. She was also upset that the media had been invited to the meeting without shareholders being told.

New chairman Mike Smith faced the barrage in the absence of Congreve, who was in London with family.

Smith apologised on behalf of Congreve, who had prepared a statement saying it was time he stood down as chairman.

Smith said he had enough proxy votes to ensure Congreve's retention, but did not wish to use them.

That announcement prompted the withdrawal of a motion put forward by Brook that Congreve be removed as a director of the company, and he was re-elected with 65.4 per cent of the votes cast.

Wayne Boyd, John Laird and Keran McCaull were also elected, although the latter with just 56.5 per cent of the votes cast.

Brook also has its eye on Smith, who it says is unacceptable as the new chairman because he has connections with Congreve.

Another heated issue for the meeting were options issued to Tru-Test directors for Brainz, a company that develops brain monitors.

It was bought 16 months ago for $6.7 million from NeuronZ, a company associated with Congreve, and is outside Tru-Test's core activities.

During the meeting the company said the non-executive directors had surrendered their options in Brainz after listening to shareholder concerns. Tru-Test also said it would adopt NZX continuous disclosure rules.

Brook has compared the options scheme to giving Telecom directors options in the mobile business rather than the parent company.

Managing director Des Scott said the issue was blown out of proportion and Sheppard was "confused".

Brook has also been accused of running a campaign using a mix of old facts, reheated controversies and selective use of information.

But yesterday Scott declined to say whether he thought the criticisms levelled at the board were fair.

"From my personal perspective the company has canvassed shareholders widely in the last months and we have listened to what they said and we have responded."