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Thorney battle for control of Redflex board

11 Nov 2009

The battle for Redflex Holdings started getting personal a few weeks back, not long after the company’s three biggest shareholders began their bid to remove chairman Christopher Cooper and two other board members, Roger Sawley and Peter Lewinsky.

The rebellion is being led by the Pratt family’s investment vehicle, Thorney Holdings, which has been run by Alex Waislitz for the best part of 18 years. Thorney, along with Hunter Hall Investment Management and Renaissance Smaller Companies, controls 27 per cent of Redflex.

They cite the company’s poor performance, falling share price and failure to finalise the sale of assets as reasons for change. Together, they have nominated Robin Debernardi, Ian Davis and Max Findlay to replace three directors on the company board.

A vote will take place at an extraordinary meeting on November 19.

Amid an increasingly personal stoush, the chairman faces allegations from the Thorney camp that his wife Elizabeth Cooper did not disclose an 11.35 per cent stake in Redflex to the Australian Securities Exchange. The stake was revealed after Thorney approached ASIC to issue beneficial interest tracing notices on Redflex stock.

According to a flyer sent by Thorney to shareholders on Monday: "Mr Cooper continues to assert that Mrs Cooper, his wife, is not his associate which may have important legal implications concerning share placements, trading practices and other corporate matters."

Cooper and his team at Redflex have fought back. On October 14 the company wrote to shareholders questioning the candidacy of Ian Davis, the former chairman of law firm Minter Ellison, for the board. The letter suggested Davis was in breach of Australian Shareholder Association guidelines "with regard the workload of non-executive directors".

ASA guidelines suggest a person should hold no more than five directorships of listed companies.

But a cursory check shows Davis’ work burden is fine. Indeed, ASA chief executive Stuart Wilson wrote to Cooper that Redflex was wrong, politely suggesting he write again to clarify the facts. According to "a brief investigation of Mr Davis’ listed company commitments" by the ASA, he is a director of MaxiTRANS, and was chairman of UCMS until it delisted this year.

"The ASA makes no comment on the appropriateness or otherwise of Mr Davis as a director," Wilson wrote. "However, if the above details are correct, he is not overloaded in accordance with ASA policy. I suggest that it would be prudent to ensure your members are aware of this position."

That letter is dated October 29, but no clarification has yet been sent by the Redflex board to shareholders.

In his written response to the ASA, Cooper stood by his assertion that Davis was "overloaded", as he believed the ASA policy "appears to draw no distinction between listed and unlisted companies".

On Monday, all six Redflex directors jointly signed a letter to shareholders. It points out that none of the prospective board nominees has outlined a "an alternative or better plan" to that of the board, and none of the three has acted on a private invitation to be interviewed by the Redflex nomination committee.

High-flyers grounded

INDIA’S billionaire brothers Dheeraj Wadhawan and Kapil Wadhawan held a rather glitzy party at the Crown Palladium last night to launch their latest property development venture in Melbourne, including an $850 million apartment project at Southbank.

Among the VIPs were Victorian Planning Minister Justin Madden, cricket legend Steve Waugh and the entire Victorian Bushrangers cricket team, which is sponsored by the brothers’ company, DEC.

Only problem was, the brothers didn’t make it to their own party, as their private jet was grounded for six hours at Mumbai airport due to a problem with the tarmac.

When Collins & Spencer last heard from them, the brothers were not scheduled to touch down in Melbourne until after 8.30 last night.

The launch party, which started at 6pm, was to double as a birthday party for Dheeraj, but it was Kapil who was particularly aggrieved by the delay. He had turned down an invitation to sit next to Prime Minister Kevin Rudd at the cricket in India to catch the plane to Melbourne.

With the star guests absent, the crowd was entertained by comedian Dave Hughes, MC Tottie Goldsmith and a Cirque de Soleil aerialist.

Windfall for theatre

YOU can welcome a new shareholder to the registry of BHP Billiton.

It’s New York’s Metropolitan Opera House, which seems to have picked up the bulk of a £635,000 ($1.14 million) stake in the mining company following the death of a 96-year-old Scottish widow in August.

Mona Webster left half her £10 million fortune to the theatre. Most of her wealth was tied up in the sharemarket, including BHP. Several charities also benefited from her will.

Of course, there are other fortunes to be made from Scottish Widows. The famous old insurance and pension company demutualised 10 years ago, with £70 million of policies remaining unclaimed.



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