Login to UKBP
Commercial Property News
KiFin hits back at Minerva board in EGM battle
The struggle between the Minerva board and KiFin Limited, Minerva's largest shareholder, is to be decided at an Extraordinary General Meeting of shareholders on September 8th, called at the request of KiFin.
In the latest twist in an extended contest for control of Minerva, KiFin has proposed the removal of Minerva's Chairman Oliver Whitehead and Chief Executive Salmaan Hasan, to be replaced by two KiFin nominees on the 8 man board, and called for more transparency on the profit share arrangements at its upmarket housing development venture The Lancasters.
Minerva has hit back at both proposals, accusing the vehicle -- backed by South African entrepreneur Nathan Kirsh -- of trying to advance attempts to take de-facto control of its activities, after its 50-pence per share takeover bid collapsed earlier this year.
"It is clear to the Board that the true purpose of KiFin's resolutions is, without any payment to shareholders, to advance its attempts to control Minerva," Minerva's Senior Independent Director John Matthews, said in a statement.
"The independent members of the board have full confidence in the existing management team, which has already achieved a number of important milestones," he said, pointing to a significant corporate refinancing and a raft of pre-lets and pre-sales at key London development projects.
Minerva's board rejected a bid of 160p from Limitless after which Minerva's share price lost around 90% of it's 120p value between autumn 2008 and spring 2009, (hitting 7p), when KiFin launched it's 50p per share offer, which has now lapsed, and shares then regained their 120p value by April 2010, when investors may have hoped that an increased offer would be forthcoming.
KiFin has today written to all Minerva shareholders. It has pointed out that Minerva has not fully released financial information it requested and that it remains impossible to assess the value and viability of the business. KiFin is accused of wanting control without paying a premium. KiFin says it does not want control because it would be terrified at the thought of KiFin having to consolidate almost £1 billion of Minerva's debt onto its own balance sheet. Equally, it does not want the responsibility of refinancing Minerva.It pledges not to increase it's shareholding beyond 50%.
KiFin says: "After five years under the stewardship of Oliver Whitehead and Salmaan Hasan, a chairman and CEO who have control without any meaningful ownership, the Company is in a perilous state. The undeveloped and/or unlet properties at Croydon, Odeon Kensington, St Botolphs, Walbrook and Wandsworth are all fraught with unresolved issues and problems. This is not to mention the Company's inadequate financial reporting and hype about profits, which does not in any way reflect the fact that there is insufficient cash flow, the life-blood that the Company needs in order to survive."
In the latest twist in an extended contest for control of Minerva, KiFin has proposed the removal of Minerva's Chairman Oliver Whitehead and Chief Executive Salmaan Hasan, to be replaced by two KiFin nominees on the 8 man board, and called for more transparency on the profit share arrangements at its upmarket housing development venture The Lancasters.
Minerva has hit back at both proposals, accusing the vehicle -- backed by South African entrepreneur Nathan Kirsh -- of trying to advance attempts to take de-facto control of its activities, after its 50-pence per share takeover bid collapsed earlier this year.
"It is clear to the Board that the true purpose of KiFin's resolutions is, without any payment to shareholders, to advance its attempts to control Minerva," Minerva's Senior Independent Director John Matthews, said in a statement.
"The independent members of the board have full confidence in the existing management team, which has already achieved a number of important milestones," he said, pointing to a significant corporate refinancing and a raft of pre-lets and pre-sales at key London development projects.
Minerva's board rejected a bid of 160p from Limitless after which Minerva's share price lost around 90% of it's 120p value between autumn 2008 and spring 2009, (hitting 7p), when KiFin launched it's 50p per share offer, which has now lapsed, and shares then regained their 120p value by April 2010, when investors may have hoped that an increased offer would be forthcoming.
KiFin has today written to all Minerva shareholders. It has pointed out that Minerva has not fully released financial information it requested and that it remains impossible to assess the value and viability of the business. KiFin is accused of wanting control without paying a premium. KiFin says it does not want control because it would be terrified at the thought of KiFin having to consolidate almost £1 billion of Minerva's debt onto its own balance sheet. Equally, it does not want the responsibility of refinancing Minerva.It pledges not to increase it's shareholding beyond 50%.
KiFin says: "After five years under the stewardship of Oliver Whitehead and Salmaan Hasan, a chairman and CEO who have control without any meaningful ownership, the Company is in a perilous state. The undeveloped and/or unlet properties at Croydon, Odeon Kensington, St Botolphs, Walbrook and Wandsworth are all fraught with unresolved issues and problems. This is not to mention the Company's inadequate financial reporting and hype about profits, which does not in any way reflect the fact that there is insufficient cash flow, the life-blood that the Company needs in order to survive."
Mon, 23rd Aug 2010