UPDATE: NPT shareholders reject property deal and spill board
(updates to add comment from Augusta Capital in sixth paragraph)
By Rebecca Howard
April 21 (BusinessDesk) - NPT shareholders voted against a property deal between Kiwi Property Group and NPT and voted in favour of board changes.
Under the proposed deal, NPT would have purchased two buildings from Kiwi Property for $230 million, raising $93.9 million to partially fund the deal and issuing shares, giving Kiwi Property a 19.99 percent stake at 61 cents apiece. The larger property investor would also buy NPT's management contract for $6 million.
According to a release to the New Zealand stock exchange, NPT said 54.87 percent of the votes cast were against the resolution, from 23.95 percent of the holders by number. As a result "all arrangements with Kiwi Property Group, including the sale and purchase agreements and management agreement, have now lapsed," it said.
“If you strip out Augusta Capital and Salt Funds Management from the voting, almost 80 percent of votes cast were in favour of the proposal,” said outgoing chairman Tony Sewell. “However, this was not enough to carry it on the day and so we respectfully stand aside now for the incoming board to develop its own strategy for the future of NPT.”
The company's two largest shareholders, Augusta Capital, which now has an 18.9 percent stake, and Salt Funds Management, which owns 13.7 percent, were both opposed. Augusta Capital not only wanted to block the deal but also sought to spill the board. On Friday, shareholders voted in support of board changes which have resulted in the removal of chairman Tony Sewell and Jim Sherwin, to be replaced by independent directors, Allen Bollard and Bruce Cotterill, and Augusta Chair, Paul Duffy. Carol Campbell maintains her board position as an independent director.
Augusta managing director Mark Francis said "the will of NPT’s shareholders has seen a poor proposal rejected and the governance changed." According to Francis, Augusta will now present a proposal to externalise the management to Augusta for consideration by the new board. "We can run this company for a lot less, which will realise an uplift in earnings and the current net tangible asset backing per share," he said.
NPT shares were unchanged at 63 cents and are down 4.2 percent on the year. Kiwi Property Group were also unchanged at $1.42 and up 0.5 percent on the year. Augusta shares rose 1 percent to $1.