Quarrel over PPC board escalates

Published Oct 21, 2014

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The row between PPC and two asset management funds over the proposed removal of the current board of the listed cement and lime producer has intensified.

PPC said yesterday it had rejected a demand received from three fund managers for the board to call a special general meeting to consider a proposal to remove the current board.

It claimed this demand was “technically flawed” after one of the fund managers withdrew its support and the remaining two fund managers did not represent the required 10 percent of the voting rights of the company.

However, Carolyn Levin, the portfolio manager and head of research at Foord Asset Management, yesterday claimed it held more than 5 percent of the shareholding in PPC and together with Visio Capital Manager represented at least 10 percent of PPC’s shares in issue.

Levin said they would be following up this week with another request to PPC’s board to call a special general meeting.

She said Foord’s objective was to put in place an independent and strong board with the necessary skills and expertise that would act in the best interests of the company, its employees and shareholders.

But Levin stressed that once a new board had been appointed, it would be the board’s decision to appoint a new chief executive of the company.

PPC’s board last month announced that chief executive Ketso Gordhan had “regrettably resigned due to differences of opinion with the board regarding board procedures for the approval of certain decisions”.

The board subsequently ignored Gordhan’s “impassioned plea” to allow him to retract his resignation, resulting in him openly embarking on a campaign to get shareholder support for his reinstatement.

PPC said yesterday the fund managers proposed replacing the current board of directors with individuals they nominated, including Gordhan as an executive director.

It said four members of the current board were nominated by the fund managers.

However, PPC said these four indicated that the fund managers had not approached them for this nomination and they would be unavailable for re-election to serve on a board with Gordhan.

PPC said its board subsequently responded that it would not be in the interest of shareholders or an effective board if these four members were to serve with Gordhan because the board had unanimously accepted his resignation and there had been a breakdown in trust between Gordhan and the board.

PPC said that following the board’s response, it received written confirmation from one of the three fund managers that it deemed it in its clients’ best interests to withdraw its support for the demand for a special general meeting.

“To date there has been no further official correspondence from the two fund managers concerned. The company continues to engage with all shareholders on the matter of appointing a suitable chief executive officer and delivering on its mandate from shareholders,” it said.

PPC’s shares rose 2.34 percent to close at R28.40 yesterday. They closed at R32.50 on the day prior to the announcement of Gordhan’s resignation.

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