Property group Minerva has scheduled an EGM following a move by its largest shareholder, KiFin, to unseat chairman Oliver Whitehead and chief executive Salmaan Hasan. KiFin, which represents the interests of Nathan Kirsh and his family, has a stake of around 30%. An EGM has been convened at its request for September 8 to vote on a number of resolutions.
KiFin is seeking the removal of the chairman and CEO and the appointment of two of its nominees. It is also seeking to require the company to make public disclosure of certain additional information. Minerva says it believes the resolutions are not in the interests of shareholders and is strongly recommending they vote against them. The group says, 'Having failed to buy Minerva at 50p per share, a price that significantly undervalued the company, the board of Minerva believes that KiFin is now trying to advance its attempts to obtain control of the company without any payment to shareholders for this.'
It says the board has full confidence in Whitehead and Hasan, who, it believes have demonstrated strong leadership through challenging market conditions.
'Minerva's board sought to engage with KiFin to establish a more constructive relationship after its bid lapsed in January 2010 and was prepared to consider a candidate nominated by KiFin.
'However, the board views the various demands made by KiFin at that time as unreasonable and unworkable.
'Minerva's board therefore now believes that the introduction of even one nominee director of KiFin, given its actions and previous bid for the company, will lead to significant disruption to the operations of the business and thus introduce significant risk and uncertainty for shareholders.'
The group says disclosure of commercially sensitive information requested by KiFin could adversely affect its negotiating position with prospective tenants.
It believes KiFin 'has requested these additional disclosures as a distraction from its true control-seeking agenda'.
Some further disclosures have been provided by Minerva in its circular to shareholders. These include more detail on refinancing and the profit-sharing arrangements in respect of the Lancaster Gate scheme. It believes the additional disclosures provided are 'above and beyond the disclosure given by Minerva's peer group'.
'However specific details of leasing milestones are considered to be too commercially sensitive and so have not been provided.'
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