NZX Regulation has clarified that its approval is not needed for Abano Healthcare's [NZX: ABA] dissident shareholders Peter Hutson and James Reeves to send out proxy forms to shareholders ahead of the June 13 special meeting.
While Abano did and is required to seek regulatory approval before sending out a notice of meeting and proxy forms, NZX approval is not needed in relation to anyother proxy form sent to shareholders in relation to the meeting, the stock market operator's regulation arm said in a statement. NZX Regulation said shareholders need to give due consideration as to who they appoint as their proxy ahead of next Friday's special meeting.
Hutson and Reeves, whose interests own about 19 percent of the company, have sent shareholders a proxy form after they called the special meeting to force the vote to dump chairman Trevor Janes, an established professional director. The two have since filed papers with the High Court to delay the meeting, saying the timeframe was "inadequate" and "impracticable" to call and conduct the meeting, according to papers filed in the High Court. Reeves said the short timeframe will be most acute for retail shareholders who own about 50 percent of Abano.
The company issued the notice of meeting last Friday, with the board recommending shareholders oppose the vote to dump the chairman. Janes abstained from endorsing the directors' recommendation. The board has written to shareholders warning that the Hutson and Reeves proxy form is not the official Abano proxy form.
According to Abano's constitution, proxies must be lodged 48 hours in writing before the meeting but doesn't specify whether proxies must use the company's own form. Abano didn't respond to BusinessDesk's question on whether there would be any difference in recognising votes via Hutson and Reeve's proxy forms.
NZX Regulation said it was considering a complaint concerning the running of Abano's 2012 annual meeting and whether the company had complied with the listing rule which requires at least one-third of directors retire. It's also looking at a complaint as to whether a report by Grant Samuel released to the market prior to the 2013 annual meeting complied with the listing rule which prevents companies from issuing false or misleading information.
In a separate statement the Financial Markets Authority sought to clarify that wasn't taking any action against Abano, saying shareholder correspondence from Hutson's investment vehicle Healthcare Industry and Reeves' Steamboat Capital might imply it was investigating Abano over the disclosure of financial information was false.
Shares in Abano were unchanged at $6.65 today, and have gained 4.4 percent this year.