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Independent board preparing on Thursday to adjourn egm, originally set for Friday, by up to 14 days
The transaction is structured as a so-called scheme of arrangement that needs at least 75% approval from shareholders, excluding the buyout team.. Photograph: Dara Mac Dónaill, faces a potential campaign by dissident shareholders seeking his removal if the ferries operator fails to secure approval at an extraordinary general meeting for a €1.2 billion management buyout deal.was preparing on Thursday evening to adjourn the egm, originally set for Friday, by up to 14 days, to try and get more investors to back a deal that is on track to be shot down by shareholders.
The transaction, structured as a so-called scheme of arrangement that needs at least 75 per cent approval from shareholders, excluding the buyout team, is led by chief executiveSome disgruntled shareholders have spoken to The Irish Times in recent days of the prospect of another egm being called to move against McGuckian , who has been a director for 38 years and chairman since 2004, who presided over an agreement last month by independent board members to sell ICG to Rothwell and three other executives for €8 a share. Data centre boom turns many niche specialist businesses into multimillion-euro industry playersThe hope, they say, is that this could lead to a formal sale process or other initiatives to boost shareholder value.
Under Irish company law, shareholders with at least 5 per cent of a company’s voting rights can requisition an egm. None of the shareholders who spoke, mostly on condition of anonymity, holds enough stock to make such a request alone. There have also been no signs so far that investors are seeking to pool their holdings to secure a meeting.
“We think the independent board is not acting in a way that represents all shareholders. If they are truly independent, they should listen to what shareholders are saying and respect the fact that there are not enough votes to approve the deal,” said Pedro Sousa, a partner with Lisbon-based Oxy Capital, which has built up an 1.84 per cent stake in ICG and said the bid “materially undervalues” the company.
“If the independent board continues to act this way, we are probably going to hear more people talking about a need for board changes. But, for the moment, our focus is on ensuring a fair outcome to shareholders, either securing a deal that reflects fair value or keeping the company public.
” While removing McGuckian at an egm would require only a simple majority, he would start with a sizeable shareholder base behind him, with the management team, directors and a McGuckian family trust together holding almost 27 per cent of the company’s stock. Marathon Asset Management, which has a 4.1 per cent stake in ICG, 2.1 per cent shareholder Janus Henderson, Pageant Investments, which owns 2.3 per cent, Equus Global, with about 1.3 per cent, and Oxy wrote to the company two weeks ago voicing their objections to the value of the deal, sources said at the time.
Other smaller shareholders have also said that they would vote against it. Between 15 per cent and 20 per cent of investors had either voted to reject the deal or had indicated they would do so, according to market sources, before the egm was adjourned.
Institutional Shareholder Services, an influential shareholder advisory firm, recommended two weeks ago that investors back the management buyout bid – priced 28.2 per cent above where the shares were trading before the bid announcement – as it offered an “attractive premium” and “immediate liquidity and certainty of value”. However, rival proxy advisory firm Glass Lewis called on investors to reject the deal, as it “appears to have been struck at a low relative valuation”.
The independent board said on Wednesday evening – as it revealed it was considering adjourning the egm – that it continues to consider the deal “to be fair and reasonable” and that it “delivers compelling value for ICG shareholders”. It confirmed that it has not received any communication from any third parties regarding a potential competing offer.
It said that it is aware of at least one instance where a shareholder voted against the deal by proxy but has since changed their mind and plans to support the sale. Independent board directors are known to have been actively canvassing investors that had come out against the deal.
The independent board has also been made aware that, in some instances, certain intermediaries have set deadlines for shareholders to register their votes as early as two weeks in advance of the meeting, which may not have given the investors enough time to make voting instructions. Mortgage switching activity surges as homeowners look to lock in interest ratesMOST READKillarney sees ‘worst flooding in a lifetime’ with orange rain warning issued for DublinScramble to find new wedding venues as luxury hotel closes after norovirus outbreakCost of college: How much can you expect to pay for third-level education in Ireland?
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