Following last week‘s proposition by Sports Direct to add a new director to the Findel board, it is believed that at least three of Findel‘s major shareholders will vote against the request. This will increase the total number of votes against the move to nearly 44%.
Earlier this year, Sports Direct acquired a 19% stake in the British home shopping company. Mike Ashley, who owns the sporting goods retailer, is now looking to appoint Benjamin William Gardener as Non-Executive Director of Findel.
A general meeting will be held on the 21 December to vote on the appointment of a new board member, but the board has encouraged shareholders to reject the resolution by “unanimous recommendation”.
Toscafund, Schroders and River & Mercantile, who have 43.9% shares between them, have confirmed that they will vote against the proposition.
Findel is looking to reject the decision for a number of reasons. It was essentially blind sighted by the move, and served notice of Sports Direct‘s intention “without any prior consultation” and the fact that Gardener‘s position on the board “would compromise the independence of the board and would provide information and voice to one shareholder in preference to other shareholders”.”¯
Findel also stated that Gardener “lacks the qualifications” to take on the role of director in a listed company.
“It is not appropriate to appoint an SDI nominee director to the board given SDI’s commercial interests in the company’s business,” the board also claims. “The most appropriate way for SDI to gain control of the company’s capabilities is to make a fair offer for the whole company. Were SDI to purchase the company from shareholders, it could make appointments to the board and control the company’s business.””¯
“Until such control is acquired, and having regard to SDI’s strong commercial interests in the company’s operational capabilities, it is not in the interests of shareholders (other than SDI) for SDI to have a nominee director on the board” Findel added.