APN to call shareholder meeting on directors

01:18, Feb 18 2013

APN News & Media says it plans to call a general meeting of its board and shareholders to consider removing six independent directors who have fallen out with the media company's largest investors.

The move can be forced either by shareholders with at least 5 per cent of voting shares in the company, or by a group of at least 100 shareholders who are entitled to vote.

The six directors are Peter Hunt, Melinda Conrad, John Harvey, Kevin Luscombe, New Zealander John Maasland and chief executive Brett Chenoweth.

Chenoweth had been attempting to implement a capital raising plan to pay down debt in the company which has suffered during the global financial crisis and a prolonged advertising slump.

The company's NZX and ASX listed shares have been in a trading halt since last Friday.

The directors found themselves in an untenable position after the media group's biggest shareholders defeated plans last night for the capital raising which they had supported.

APN said it would make further announcements later today concerning the potential capital raising and "other matters".

The embattled media group, publisher of the NZ Herald, went into a trading halt after reports emerged APN's largest shareholder, Ireland-based Independent News & Media, and its billionaire backer Denis O'Brien, had "lost confidence" in Chenoweth over the capital-raising.

"The reason for the trading halt is to prevent trading taking place in a speculative or uninformed market while APN investigates INM's comments and completes its deliberations about a potential capital-raising," APN said on Friday.

APN said the non-INM directors on APN's board unanimously supported Chenoweth as CEO and the plans to reportedly raise A$100 million (NZ$122m).

The financially challenged INM is not expected to be in a position to participate in the capital raising and would face a significant dilution of its stake in APN, according to a report in the UK newspaper The Sunday Times.

Funds manager Allan Gray, which owns 19.8 per cent of APN has sided with INM and the two parties have requested an extraordinary general meeting to remove Chenoweth as CEO and spill the board.

This is expected to result in the removal of the independent directors.

The board reconvened this morning and needs to sign off on APN's financial accounts before the announcement of its financial results on Thursday.

In December, APN said it expected net profit before exceptional items for the 2012 calendar year to come in about A$51m. This would represent a decline of up to 34 per cent from the $78m underlying net profit for last year.

APN owns outdoor advertising, radio stations and newspapers in Australia and New Zealand. Its shares last traded at 36 cents on the NZX and A30 cents on the ASX.