McAleese chief Mark Rowsthorn faces ouster in board spill

McAleese chief Mark Rows­thorn is in danger of losing his grip on the transport company in a board spill today.

McAleese chief executive Mark Rowsthorn. Picture: Dan Himbrechts

Former rich lister Mark Rows­thorn is in danger of losing his grip on transport company McAleese with a knife-edge vote today for his removal from the board.

The prospect of a board spill comes amid intriguing market ­action at the distressed McAleese this week, with its share price spiking 66.7 per cent over Wednesday and Thursday.

The group’s market value now sits at $7.1 million, up from $4.2m on Tuesday, but well shy of its valuation following a high-profile $166m float in 2013.

The sudden rise in interest in the firm’s near worthless shares precedes today’s vote on the proposed removal of five of the group’s six board members, including chief executive and largest shareholder Mr Rowsthorn.

The only board member left out of the proposed shake-up is Gilberto Maggiolo, who is among those behind the move to push Mr Rowsthorn out as a director of disgruntled shareholder Havenfresh.

The Australian has learnt there is momentum behind the spill among smaller shareholders, although there is little clarity on the overall picture given institutions hold a modest percentage of the group.

Mr Maggiolo is guarded on the chances of a successful shake-up, but hinted at optimism the vote could succeed. “There is a very good response from shareholders. They’re not very happy with what’s been presented to them,” he told The Australian.

The complex situation relates to backlash against the group’s proposed company-saving recapitalisation deal with Hong Kong debt trader SC Lowy.

The June 7 agreement has seen SC Lowy assume responsibility for the group’s heavy debt load, but it still relies on a separate September 19 vote of shareholders to ratify the deal.

The recapitalisation came after 12 months of negotiations and Mr Maggiolo said he was supportive until he “realised exactly what the deal entailed”.

In a rejected request for the Takeovers Panel to intervene last month, Havenfresh outlined concerns the deal was designed to gift control to Mr Rowsthorn and ­alleged “unacceptable coercive pressure” had been put on shareholders given the recapitalisation vote comes after the transfer of debt to SC Lowy.

SC Lowy will secure 35 per cent if it proceeds, while Mr Rowsthorn will hold between 5 and 65 per cent depending on the uptake of an associated notes offer.

It is likely he will receive significantly more than 5 per cent given long-term investors will be wary about putting more money into the company, especially given plans to delist, although an independent expert concluded the notes offer presented value.

Ahead of the poll on the board make-up, it is clear Mr Rowsthorn will use his 30.78 per cent to block the plan, but this will be almost cancelled out by the holdings of entities related to Mr Maggiolo.

Havenfresh and Mr Maggiolo’s private entity Gainslip hold a combined 28.18 per cent after more than doubling their positions on June 20, a day before McAleese said Mr Maggiolo raised objections to the recapitalisation plan. The increase in their holdings came just prior to the June 27 announcement of the board spill.

“We will endeavour to get a better deal for all existing shareholders,” Mr Maggiolo said.