Bombora had a victory with the Takeovers Panel last week when it successfully pursued the Salerno Family’s RW Trust to cancel what was considered an improper bonus share issue made on April 2 in the country and western clothing company Ringers Western.
The move would have seen the trust, which holds 63.3 per cent of the company, dilute out minority shareholders.
The founders (Salerno family) made an investment of about $15m two years ago and sold 35 per cent.
The allegation is that the founders have then tried to take back full ownership of the company for no consideration and the company’s chairman and chief executive, both founding shareholders, did not engage when an inbound offer was made by a suitor.
The panel determined that the circumstances of the issue were unacceptable and did not comply with the Corporations Act.
The panel expressed concerns in respect of “insider participation” relating to the Salerno family at the Ringers Western board and the outcome protects the position of minority shareholders.
Bombora will now call an extraordinary general meeting calling for director resignations, including chief executive James Salerno, and a new board to be appointed.
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