Endeavour has backed down on potentially blocking a vote on Bill Wavish running for the board

After discussions with the ASX, Dan Murphy’s owner Endeavour Group has backed down and will allow shareholders to vote on the election of Bill Wavish to the board.

Dan Murphy’s and pubs owner Endeavour Group has backed down on its refusal to allow shareholders to vote on the election of Bill Wavish to the board if he first didn’t have the necessary regulatory clearances, with the ASX becoming involved in the increasingly bitter corporate brawl.

The backflip now paves the way for the veteran retailer and former Woolworths supermarket and liquor boss Mr Wavish to run for the Endeavour board at the AGM at the end of the month, with his candidacy already winning the support of Endeavour’s largest shareholder, pubs billionaire Bruce Mathieson Senior.

In response to the Endeavour change of heart on Mr Wavish’s ability to run for election, Mr Mathieson Snr – who owns 15 per cent of the company – said Endeavour chairman Peter Hearl should be “ashamed” of his bid to block the vote and that his continued chairmanship was “untenable”.

It means a full out proxy war can now begin with Mr Wavish’s camp able to campaign for votes with the benefit that shareholders at the Endeavour AGM will now be allowed by the board to vote on the resolution, even if he hasn’t received liquor and gaming regulatory and probity clearances from state and territory agencies.

It looks as though the decision might have been triggered by an intervention by the stockmarket operator and regulator, the ASX, with Endeavour revealing it had held discussions with the exchange. He will start his campaign with the backing of Mr Mathieson Snr who holds 15 per cent of Endeavour.

The backdown from Endeavour, owner of 1,700 Dan Murphy’s and BWS stores and 354 pubs, follows a week of public attacks from all sides over the right for Mr Wavish to run as a candidate for board election and the argument from Endeavour that its company constitution wouldn’t allow someone to run for the board without regulatory approval. The heated debate around the decision saw Endeavour’s board and management publicly savaged by Mr Wavish, his backer Mr Mathieson Sr and former Woolworths CEO Roger Corbett.

On Tuesday, Endeavour said in a statement to the ASX that it was concerned by the ongoing and significant disruption associated with the matter around Mr Wavish’s candidacy for the board. This had also seen “engagement” with the ASX on the matter.

“Following engagement with ASX and an associated determination received by Endeavour on this matter, Endeavour advises that the resolution will be considered by shareholders at its upcoming AGM.

“The proposed resolution will be amended at the AGM so that the election of Mr Wavish will be conditional upon receipt of the necessary regulatory approvals, unless Endeavour has received prior confirmation that Mr Wavish is not approved by one or more regulatory authorities.”

In response to Endeavour’s backdown, Mr Wavish welcomed the decision, saying that common sense had prevailed, and he thanked the ASX for their intervention.

“With these distractions out of the way, my focus will be on talking to shareholders about the constructive contribution I can make to the Endeavour board, so we can all focus on getting Endeavour back on track.”

Mr Mathieson Sr was more strident in his reaction and questioned if Endeavour chairman Peter Hearl could continue to serve on the board.

“Many investors will share my deep concern that a regulator has had to take the extraordinary step of intervening. It’s incredibly disappointing, and the chairman should be ashamed.

“This is a board that doesn’t understand basic principles of corporate governance and that shareholders should decide who is on their board, so how on earth could they understand the company?

“Chairman Hearl should apologise to shareholders, and frankly, his position is untenable.”

Pubs billionaire Bruce Mathieson Senior, and Endeavour Group’s largest shareholder, is backing candidate Bill Wavish for the Endeavour board at the AGM at the end of this month.

When the notice of meeting first came out last week it noted that if Mr Wavish didn’t have full regulatory and probity clearances at the commencement of the AGM – which was highly likely as it can take six months to get the full suite of regulatory clearances – the resolution would be pulled, and no vote would be taken. This infuriated the Wavish camp, as well as Mr Mathieson Sr, who argued shareholders had the right to vote on the resolution and that if elected Mr Wavish could be an “observer” or “director elect” until his liquor and gaming approvals were obtained.

Endeavour said on Tuesday it had initiated the process for Mr Wavish to obtain the regulatory approvals required to be eligible for appointment or election as a director.

“In the interests of good governance, the board remains committed to running a structured process to identify new independent non-executive director candidates in alignment with board succession planning.

“An invitation for Mr Wavish to participate in this process remains open.”

The company said it recognised that if the necessary regulatory approvals for Mr Wavish have not been obtained by the AGM, and the resolution for his election is passed, there was a risk that the company may be non-compliant with gaming and liquor laws, including conditions related to its business operating licences.

“Endeavour had relied on the eligibility requirements in the constitution to address and remove this risk, but will now engage with state-based regulatory bodies regarding Mr Wavish’s director nomination and seek to minimise the risk of non-compliance with liquor and gaming requirements.”