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Mogridge steps down from Heartland board


Bryan Mogridge played an instrumental role in helping set up Heartland but his independence as chairman of PGC has been called into question.

Duncan Bridgeman
Fri, 28 Oct 2011

Pyne Gould Corporation chairman Bryan Mogridge has resigned as a director of Heartland New Zealand, amid controversy over a takeover bid for PGC by shareholders Baker Street Capital and George Kerr.

Mr Mogridge was eligible for re-election but decided not to stand at today’s annual meeting, Heartland said in a statement.

Mr Mogridge played an instrumental role in helping set up Heartland, formed in the merger of PGC’s Marac Finance with the Canterbury and Southern Cross building societies and has aspirations of becoming a registered bank.

However, his and fellow director Bruce Irvine’s dual directorships on the boards of PGC and Heartland have been questioned following the takeover bid for PGC.

Mr Kerr and Baker Street have offered 33c-a-share for PGC, an offer that values PGC at 49% of net tangible book value. PGC holds a 6% stake in Heartland, while Mr Kerr also holds about 7% in Heartland.

Mr Kerr and Baker Street have cobbled together 37.51% of PGC to make their offer.

But PGC minority shareholders, including private investment fund Baobab, have requested Mr Mogridge and Mr Irvine sit on only one board, given the close relationship of the two companies.

“We find the constitution of the board objectionable and deem it impossible for Mr Irvine and Mr Mogridge to be independent while serving on the board of Heartland due to the close historical relationship of the two companies,” Baobab director Martin van Blerk said in a letter to the PGC board this week.

“We request that you resign from the boards of either Heartland or Pyne Gould Corp.”

The movement has since grown with a group of minority shareholders holding more than 12% of the shares calling for board changes, according to a report in The Press, Christchurch.

PGC holds its annual meeting on Tuesday, while shareholders await an independent report on the takeover offer.

Duncan Bridgeman
Fri, 28 Oct 2011
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Mogridge steps down from Heartland board
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