KEY POINTS:
An investor in medical landlord Calan Healthcare Property Trust has objected to a boardroom shakeup, and says unit-holders are now at ING's mercy.
Syd Gardiner, of Auckland, protested about ING's announcement on Monday that it was making big changes to Calan.
ING owns Calan's manager, and controls the
way the trust is run.
Calan's independent directors - including chairman and outspoken critic Bruce Davidson - have gone, replaced by two new independent directors and ING executives.
Gardiner said he was concerned about this.
"It appears the unit-holders are at the mercy of ING and to this end the previous management sold us down the river," Gardiner said.
He wants a new management board to be created along the lines of a conventional company, saying this would serve Calan unit-holders better.
"These properties are only as good as the yield, and to return profits to unit holders, we need to be mindful of costs."
A management board as in conventional companies needs to be created and this - according to the trust document - can be done.
"I am sure other unit-holders are of a like mind to buy back the rights and at the moment I am studying the document to see how this can be achieved. I will need a lot of shareholder support.
"We can employ credible people to run and manage the company and pay them ourselves. I am sure we can find within the trust a competent body of people with the required skills to run the show. "
Units closed yesterday at $1.29, down on a one-year high of $1.52.
ING is also changing Calan's name to ING Medical Properties.
An ING spokesman said yesterday corporate governance moves which would benefit unit-holders had been announced this week.
The trust would be brought more into line with a public company structure and unit-holders would be able to vote for independent directors.
ING said on Monday that unitholders would be able to nominate independent directors for the board.
Unit-holders would vote on several proposals at Calan's annual meeting in November, ING said, including:
* Lowering the threshold for unit-holders to request an extraordinary meeting of the trust to unit-holders holding 5 per cent or more of the units.
* Formalising the requirement to hold an annual meeting which is currently not mandatory.
* Updating the trust deed to incorporate some NZX listing rules.
* Changing the trust's maximum debt-to-total-asset ratio to 50 per cent from 35 per cent, with the intention to maintain its target debt-to-total-asset ratio at 40 per cent over the medium to long term.
