The duo own a 17.6% stake in M&B, which owns such pub chains as All Bar One and O’Neill’s, via their Elpida investment vehicle; the second largest independent shareholder behind British financier Joe Lewis’ Piedmont investment company.
M&B recently lodged a complaint with the Takeover Panel in Britain claiming that leading shareholders, particularly Piedmont (which owns a 23% stake in the group), were trying to seize control of the company. However, the Panel returned a ruling, two weeks ago, rejecting the claim, adding that Piedmont had not breached company law in any way. While M&B “reluctantly” accepted the findings, Elpida welcomed the news.
In a letter sent to M&B’s board on Tuesday night, Elpida said it “has no confidence” in the group’s current acting chairman, Simon Laffin, adding: “We will be casting our votes to achieve a new independent board for the company at the annual general meeting.”
Mr Laffin was recently nominated chairman in place of Drummond Hall, a move which was immediately opposed by Piedmont.
Elpida’s letter referred to Mr Laffin’s appointment (due to be ratified at today’s AGM) as being “extremely unusual” and questioned the validity of the board meeting at which his appointment was ratified.
It also refuted the alleged very serious allegations made by Mr Laffin that Elpida acted in concert with Piedmont against the board. “There is not and never has been any concert party,” Elpida said in its letter.
The letter also referred to M&B’s removal of four non-executive directors — including former Irish finance minister, Ray MacSharry — as being “unlawful” before saying Elpida supports Piedmont’s recent proposals for four new independent directors. The investment company also does not want Mr Laffin to chair today’s meeting.
“He did not stand for election by shareholders. We have an opinion from leading counsel that, as a result, Mr Laffin cannot be the chairman of the AGM as under articles he will cease to hold office once the AGM starts,” Elpida said.