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UPDATED: Abano dissidents seek delay to special meeting

Abano Healthcare's [NZX: ABA] dissident shareholders Peter Hutson and James Reeves have filed papers in the High Court in Auckland in a bid to postphone the special meeting they called, where they're seeking to dump the medical investor's chairman, Trevor Janes.

The Abano shareholders, whose interests own about 19% of the company, want to delay the June 13 meeting by three to four weeks, saying the timeframe was "inadequate" and "impracticable" to call and conduct the meeting, according to papers filed in the High Court. Hutson and Reeves have called the vote on dumping Janes, an established professional director.

In a supporting affidavit, Reeves said the 13 working days given to shareholders wasn't enough time because the "important and controversial nature of the business to be conducted at the meeting, the biased and misleading content of the notice, the complexity of the underlying issues and the volume of biased and misleading information which the Abano board has recently made available to shareholders."

Reeves said the short timeframe will be most acute for retail shareholders who own about 50% of Abano.

“Trevor Janes, also Deputy Chair of ACC, has attempted to shut down a full and proper debate," Mr Reeves said.  "Abano has flooded shareholders with misleading information and butchered the meeting process by manipulating the timetable. These are unacceptable behaviours from the chairman of a public company.” he added.

"We have taken this step to ensure Abano’s shareholders have the opportunity to hear the full truth before casting their vote.” Mr Hutson said.

Abano responds 
Abano issued its notice of meeting last Friday, with the board recommending shareholders oppose the vote to dump the chairman. Mr Janes abstained from endorsing the directors' recommendation.

At 5pm today Abano released a statement to the NZX saying the company stands by its notice period for the meeting.

"The notice of meeting provided 13 working days’ notice for the special meeting, which exceeds the 10 working days’ notice period required by the Companies Act," the statement says.
"Abano sees no justification for changing a legally valid date."

'No merit' in Timoney claim
Meanwhile, Abano has acknowledged its receipt of a statement of claim filed by Mike Timoney, former chief executive of Dental Partners Pty, against the company. The $A4.5 million claim relates to his employment termination in January 2013.

Mr Timoney is alleging the process leading up to his employment being terminated was flawed, in particular the engagement of Pip Kempthorne, then a director of recruitment firm K2 Consulting, to carry out a performance review of Mr Timoney in September 2012.

Mr Timoney alleges Dental Partners’ chairman and Abano managing director Alan Clarke hired Mr Kempthorne without disclosing that the two of them were joint shareholders in K2.

Mr Clarke acts as a trustee for Mr Kempthorne’s family trust. 

It its statement this evening, Abano says it "sees no merit and will strongly defend this claim."   

Shares in Abano fell 2.5%, or 17c , to $6.60 today.


Comments and questions

I did not like the Hutson-Archer proposal last year. But it insults my intelligence as an investor for Abano to game an issue about its chairman like this. A vote for or against Janes is not a vote for or against Hutson's now defunct bid. Even if Janes stepped down simply to save the company from further cost and distraction the rest of that Board still has some highly reputable directors - like Ted Van Arkel and Susan Paterson.

And the other directors might easily resign in support of Janes too.

Hutson and Reeves have asked for a meeting. They need to put up or shut up on June 13. Begging for more time as they stare down the barrel of humiliation at the hands of shareholders is unbecoming.

If the other directors intend to resign in support of Janes they would say so. They are good people between a rock and a hard place. They have not said they will resign in support of Janes - quite the contrary - and this strongly points to the opposite of what you suggest. Van Arkel and Paterson and Alan Clarke for that matter all would have a good idea of Janes real worth and whether the distraction is in the best interests of the company. Realistically a man with his past always ran the risk of attracting some attention. This type of mischievous suggestion about the whole board resigning and silly comments about "humiliation" and procedural stuff being "unbecoming" is exactly the problem. As an investor what I would be more interested in is how the company has performed under Janes, its governance standards and whether or not Janes is the appropriate person to be chairman. I see an institutional investor Superlife also does not support the Archer proposal of last year but still intends to vote with Hutson for Janes removal. Your response would convince me to do the same.

Does this mean that if Trevor Janes is toppled the other directors intend to resign?

By my reckoning Janes is safe. This is why the dissidents are panicking. Hutson and Reeves will only be there for themselves if they manage to get any form of control of Abano.

Please explain to me how removing Janes hands "any form of control" to Hutson and Reeves? That's quite insulting to the remaining members of the Board don't you think?. Janes is a lightening rod for controversy given his role at Capital+Merchant Finance. I see this pragmatically that his presence is wasting good company time and money - fact - and not clear what value he adds - so easier to let him go. If Hutson has a new proposal at some point in the future he will surely now realise it must look after all shareholders or he'll just meet the same resistance again. I see his interest in the company and its performance as healthy.