McAleese shareholder party seeks Takeovers Panel assistance

Company to hold general meeting next month to thrash out future of recapitalisation deal

McAleese shareholder party seeks Takeovers Panel assistance
The battle for McAleese's future has taken a new turn.


Shareholders unhappy with troubled McAleese Group’s proposed rescue package have sought a Takeovers Panel review of the deal.

The Takeovers Panel is a federal peer-review body for resolving takeover-bid and company-control disputes.

The rescue package aims recapitalise McAleese and delist it from the Australian Securities Exchange (ASX).

The company acknowledges that this would be at the expense of diluting existing shareholder value.

The review call, led by shareholders linked to and led by Queensland businessman Gilberto Maggiolo’s Havenfresh, seeks that that the rescue package, involving debt acquisition and new shares being issued, goes to a general meeting vote before it is set in train.   

Havenfresh’s charge is that what it describes as "Rowsthorn interests", due to the deal having been developed in part by managing director Mark Rowsthorn with a grouping led by debt firm JC Lowy (SC Lowy Consortium), harms other shareholders unfairly.

It says:

  • the recapitalisation, in particular, the timing of the senior debt acquisition, results in unacceptable coercive pressure being applied to existing shareholders to approve the issue of the options
  • the entitlement offer and underwriting arrangements have been "structured to deliver control of McAleese to the Rowsthorn interests (underwriter) without shareholder approval"
  • the consortium and Rowsthorn interests are associates, based on their common goal and agreement in relation to the delisting of McAleese. Accordingly, the consortium has voting power of 29.34 per cent in McAleese and has failed to disclose that voting power.

Havenfresh wants the senior debt deal delayed until after the shareholders’ meeting and McAleese shareholders approve it and the consortium disclose its association with the Rowsthorn interests and lodge a ‘substantial holding ‘notice.

Then "an alternative transaction which otherwise reflects in substance, the overall transaction contemplated by the recapitalisation" can occur.

But at the general meeting, to now be held on August 29, it wants all directors bar Maggiolo removed, including Rowsthorn and chairman Don Telford, and two new ones elected.

With widespread acceptance that the company would be at the point of collapse without some sort of deal, McAleese’s board notes the objecting shareholders have failed to propose an alternative rescue plan.

In a note to shareholders, Telford states that, in pursuit of a recapitalisation deal, "65 parties were approached including private equity funds, alternative capital providers and strategic and trade investors.

"This process was conducted with the forbearance of the company’s existing financiers.

"Mr Maggiolo was involved in all the Board’s deliberations and the assessment of alternative transactions."

The Takeovers Panel says it is yet to start its processes and no decision has been made whether to conduct proceedings.

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