Bid suffers death by a 1000 words
It could be the first time a word count has been used as the first line of defence against an attempted board spill.
It could be the first time a word count has been used as the first line of defence against an attempted board spill.The board of the manganese miner OM Holdings on Friday rebuffed, on technical grounds, a requisition of meeting lodged by the Ukrainian billionaire Gennady Bogolyubov's Consolidated Minerals (ConsMin).According to the ASX-listed and Bermudan-domiciled OM, the requisition to install the former NSW Liberal Leader Peter Debnam and the investment banker Malcolm McComas on the company's board was "technically not compliant" with Bermudan law.OM did not spell out why the requisition calling for a shareholder vote to dump its executive chairman Low Ngee Tong and director Tan Peng Chin was not compliant, but it appears it has something to do with the statement, according to OM, being 1321 words long.Section 79-1b of the Bermudan Companies Act says notices of meeting cannot be "more than 1000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting".ConsMin has fought back, arguing the statement in its requisition of meeting was actually 955 words. The count was bumped up 366 words when the biographies of Debnam and McComas were included.Aside from word counts, OM has said its board plans to stand by Low and Tan. OM said it "strongly denies the claims and accusations made by Stratford [aka ConsMin], which it believes are without foundation, and which have been reported in the media, including allegations of poor corporate governance, lack of transparency and erratic or strategically inconsistent decision making processes and outcomes".It added: "The company will vigorously defend spurious claims and comments which may be designed to posture to the media and the company reserves its legal rights accordingly."But OM did say it would convene a general meeting once ConsMin lodged a requisition of meeting that abided by Bermudan law.The Channel Islands-domiciled ConsMin holds an 11.4 per cent stake in OM.STIRLING MAYDAYThe biotech that, in a space of one month in 2009, announced the "results of highly promising findings" on a trial of its drug Immunoxel on AIDS patients, the "clinically demonstrated" effectiveness of the drug in preventing swine flu, and another breakthrough in treating drug-resistant tuberculosis, has been placed into administration.Stirling Products called in the corporate paramedics last Monday, less than three weeks after its managing director, Peter Boonen, at a shareholder meeting described the recently completed financial year as "both a very successful year as well as a very difficult and frustrating one".The company only last month continued to talk up its planned listing on the London Alternative Investment Market (AIM), citing the lack of love it received from Australian investors. "It is a real pity, that this value and opportunity is not reflected in our market in Australia and that we clearly need to move to another market where our industry business and assets can be compared to listed peers as well as far better understood," moaned Boonen at the meeting.The lack of love for Stirling became apparent this year when it had to scale back plans to raise $6 million. In June, the newsletter Biotech Daily noted how the company wanted to raise 2.6 billion new shares on the London AIM.Despite having low cash reserves at the end of the 2010 financial year ($254,000), Stirling still managed to make several acquisitions such the $3.3 million purchase of a pathology business last September and another business for $511,302.The company never got around to welcoming Jeremy Cocks, who it named as its its chief executive designate in May. In June, the company said it had "not proceeded with formalising the appointment" of Cocks.MR POPULARThe Australian Prudential Regulation Authority's chairman, John Laker, has emerged as one of the most popular regulators in the land."A majority of respondents agree that APRA effectively enforces its prudential requirements and believe that APRA has had a positive impact on their industry," said the firm Australian Survey Research, which undertook a survey of 563 APRA regulated-entities and 150 "knowledgeable observers"."APRA's strengths are its staff's integrity and professionalism, as well as the positive impact the enforcement of prudential requirements has had on the industry and APRA's guidance material," said the report. But is it necessarily a good thing for a regulator to be admired by its subjects?FOR ALL SEASONSAny companies suffering a spiritual crisis of confidence could always seek enlightenment from the Church of England, whose Sydney's diocese continues to struggle financially.The Dean at St Andrew's Cathedral, Phillip Jensen, last week penned a sermon that possibly provided comfort not only to some of his parishioners but also several underperforming stocks."The more we possess the less we value what we possess and the more we are ourselves possessed by our possessions," reasoned Jensen in his passage about the "irony of affluence".Following the release of another lousy set of accounts for the Anglican Diocese of Sydney, which reported a 71 per cent slump in profits for 2010, Jensen noted how we can miss out on the many joys of life if we are well off."Wealth removes the seasons from us and so reduces the rhythm of life and the joy of anticipation," he scribed."Seasonal fruit such as cherries, oranges and nectarines can be imported and delivered to us allyear round."Our refrigerators and freezers can deliver whatever food we wish without any reference to the season of growth." Looks like it will be sometime yet before the Sydney Diocese will be stocking imported cherries in its fridge.The Diocese's Glebe Administration Board's $3.2 million net profit for 2010, while an improvement on its $160 million loss in 2008, is down more than 90 per cent from the profits it was reporting before the GFC.Sydney's Anglican archbishop, Peter Jensen, last year told the Sydney Synod: "Our major task in the next decade is to preserve the assets while growing the cash flow. And, humanly speaking, that is going to require prayerfulness, skill, wisdom, patience and self-control."Got a tip? Use our online tips box or email email@example.com