Monday 8th October 2018
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NZX won't bow to Elevation Capital's attempt to wrest control of its board and says it will defend plans to reinvigorate its core markets business if the activist shareholder calls a special meeting.
The stock market operator's board has rejected six demands from the shareholder, including the dumping of three directors for Elevation nominees Chris Swasbrook, Craig Stobo and Michael Daniels.
"This is an outlandish position for a shareholder with approximately 2.3 percent of the company, and would ride roughshod over the interests of other shareholders," NZX said. "Like all shareholders, Elevation Capital may nominate directors for election at NZX’s annual meeting."
NZX today published an unsigned standstill agreement in which Elevation committed to stop commenting publicly, would limit its ownership to 5 percent, and wouldn't support calling a special meeting if the stock market operator signed up to a series of obligations including the boardroom takeover.
Elevation wanted NZX to adopt a new strategy to deliver value. That included halving the executive team and trimming the board, and paring back NZX's operations. Proposals included demerging its funds management business and selling down its dairy derivatives business into strategic joint ventures.
The fund manager wanted Bethunes Investments director John Fernandes to oversee that strategy, and for NZX's directors to repay their share of a recent trip to New York, where a memorandum of understanding was signed with Nasdaq.
The stock market operator said the demands from a shareholder with just 2.3 percent of the company were unreasonable. It didn't agree that the small differences outlined in Elevation's alternative strategy, or Fernandes' appointment, would add value for shareholders.
NZX also defended the trip to New York, saying it was high value because the relationship with Nasdaq spans both technology and the market.
The stock market operator said it would prefer Elevation didn't call a special meeting - which requires 5 percent support - but that it will defend its position and update the progress to date if shareholders demand one.
Elevation said it was disappointed that its attempts to bargain in good faith were rebuffed. It will gauge how much support it has from other shareholders on what it's next action should be, including calling a special meeting.
The fund manager has requested NZX's share register.
NZX shares rose 0.9 percent to $1.09. Elevation reckons if the company adopts its initiatives, the separate funds management business and stock market operator could be worth between $1.62 and $1.89 within a couple of years.
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