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Cosgrove at helm in APN rebuild

APN has appointed long-time director Peter Cosgrove as chairman a day after the embattled media group lost its chief executive and most of its board in a showdown with its two largest investors over a proposed capital raising.
By · 20 Feb 2013
By ·
20 Feb 2013
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APN has appointed long-time director Peter Cosgrove as chairman a day after the embattled media group lost its chief executive and most of its board in a showdown with its two largest investors over a proposed capital raising.

Mr Cosgrove, who has been a director for more than nine years, has strong ties to APN's largest shareholder Independent News & Media, (INM), which has effectively regained control of the Australian operation.

The company is still without a CEO following the resignation of Brett Chenoweth, but speculation has grown that APN director Vincent Crowley - currently chief executive of INM - will return to APN as chief executive after more than a decade's absence.

Other names in the mix include former Fairfax chief Brian McCarthy, who took an advisory role at APN last year.

APN shares were pummelled on Tuesday with the stock down as much as 15 per cent to a low of 25.5¢ when a trading halt was lifted and APN announced that the capital raising was being abandoned and most of its board had jumped ship.

This included chairman Peter Hunt, Melinda Conrad, John Harvey and John Maasland. Another independent director, Kevin Luscombe will retire as planned in April.

APN said it had appointed a recruitment firm to help in the search for a new CEO and board members.

APN said earlier this week that INM and Allan Gray, which control more than 50 per cent of the share register, had requested a shareholders meeting to remove the five directors and Mr Chenoweth.

The board-level distractions are expected to further hinder APN, which is struggling under a heavy debt load and from a poor media environment. On Thursday the company will announce its full-year results and has flagged a significant decline in earnings.

Analysts at Citi said that in the absence of senior management, "we expect little affirmative action on business transformation at the group level for at least 12 months".

A saving grace for APN is that it effectively operates as a holding company for stand-alone businesses with strong divisional management teams, according to Citi.

Asset disposals, or a strong recovery for the media sector, are now the only options for APN, which has $470 million worth of debt.

Citi said APN needed a "broad-based cyclical ad recovery, including growth in newspapers" to justify its share price, which then stood at 30¢.

"Outdoor and radio are feasible assets to sell and APN may have to accept a less than desirable multiple for these businesses," Credit Suisse said in a research note on Tuesday.

INM - which is in talks with its banks over its own debt load - announced it had reached a tentative agreement to sell its South African publishing business for €170 million ($220.3 million).

INM is not in a position to support a capital raising, and would face a massive dilution of its 29 per cent stake. Last year, Irish billionaire Denis O'Brien seized control of INM after a drawn-out brawl with Sir Anthony O'Reilly's family.
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Frequently Asked Questions about this Article…

APN appointed long-time director Peter Cosgrove as chairman. He has been a director for more than nine years and has close ties to APN's largest shareholder, Independent News & Media (INM).

The leadership exits followed a showdown with APN’s two largest investors over a proposed capital raising. After the capital raising was abandoned and a trading halt was lifted, several directors and the CEO Brett Chenoweth resigned amid a requested shareholders' meeting to remove them.

APN announced the proposed capital raising was being abandoned, a development that coincided with major board departures and a sharp share-price fall.

APN shares plunged—falling as much as 15% to a low of 25.5 cents after the trading halt was lifted. Analysts noted the stock had been around 30 cents before the sell-off.

Independent News & Media (INM) and Allan Gray together control more than 50% of APN’s register and requested a meeting to remove five directors and the CEO. INM holds about a 29% stake and is not in a position to support the capital raising (it would face substantial dilution). INM has also been selling assets, announcing a tentative €170 million sale of its South African publishing business.

APN faces a heavy debt load of about $470 million, a difficult media advertising environment, and has flagged a significant decline in full‑year earnings. These pressures limit its flexibility and increase the likelihood of asset sales or reliance on a market recovery.

Citi analysts expect little meaningful business transformation at group level for at least 12 months in the absence of senior management, though they note APN operates as a holding company with strong divisional teams. Citi and others say APN will likely need either asset disposals or a broad cyclical ad recovery (including newspaper ad growth) to justify the share price. Credit Suisse highlighted outdoor and radio as feasible sale candidates but warned sales may attract less‑desirable multiples.

APN has engaged a recruitment firm to help search for a new CEO and board members. The company also indicated it will announce its full‑year results on Thursday, and it has already warned of a significant drop in earnings for the period.