Mathieson Snr lawyers up and demands Endeavour AGM be delayed
Pub billionaire Bruce Mathieson Sr has brought in legal guns who have savaged the Endeavour board, accused it of chaos and demanded the AGM be delayed.
Lawyers acting for pubs billionaire Bruce Mathieson Senior have accused liquor chain and pubs giant Endeavour Group of overseeing a “chaotic and misleading” process for its upcoming AGM that has tainted the outcome, making it “grossly unfair” to candidate Bill Wavish who is running for the board.
They have now demanded the AGM be delayed, that new notice of meeting materials be sent out to about 420,000 Endeavour shareholders, and have signalled Mr Mathieson Sr was prepared to use his power to call an extraordinary general meeting to hold another vote for Mr Wavish if he loses.
The Endeavour AGM is currently set down for October 31.
Arguments over the wording of a notice of meeting and the eligibility of the election of Mr Wavish have now become the flashpoint of the growing war and threatens to continue to destabilise the company as it locks horns with its largest shareholder.
Arnold Bloch Leibler partners Stephen Lloyd and Jeremy Leibler have written to Endeavour chairman Peter Hearl demanding it send out a new notice of meeting to clear up any confusion as the original notice was “seriously deficient” and likely to distort the vote.
Ratcheting up the pressure after a week of corporate brawling over Mr Wavish’s ability to run for the board, Mr Mathieson Sr’s lawyers have also written separately to the ASX requesting that market regulator require Endeavour to release additional disclosure to shareholders around its decision this week to backdown on an earlier board decision to not allow a vote on Mr Wavish’s election.
This week Endeavour Group backed down on its previous refusal to allow shareholders to vote on the election of Mr Wavish to the board if he first didn’t have the necessary regulatory and probity clearances, with the ASX becoming involved in the increasingly bitter corporate brawl.
On Tuesday, Endeavour said 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.
The backflip 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 Mr Mathieson Sr.
On Wednesday, Mr Mathieson Sr’s lawyers wrote to Mr Hearl and the Endeavour board about the nomination of Mr Wavish, arguing it had influenced the outcome of voting at the AGM.
“In summary, the chaotic and misleading way that Endeavour has communicated with shareholders about Mr Wavish’s nomination means that the process has been tainted in a way that would make it grossly unfair for Mr Wavish’s nomination to be put to a vote without a “reset”,” the letter said.
The Arnold Bloch Leibler lawyers have demanded Endeavour immediately make a “corrective statement to the market” and “in order to protect the integrity of the election process” mail out supplementary meeting materials so that shareholders are fully informed about Mr Wavish’s election.
This would also require the AGM be postponed.
“(T)he AGM must be postponed to allow shareholders a reasonable opportunity to consider those supplementary materials and return a proxy voting form ahead of the AGM.”
Mr Mathieson’s lawyers also attacked Endeavour for its initial announcement that suggested if the resolution for Mr Wavish’s conditional election is passed, Endeavour may be “non-compliant with gaming and liquor laws”.
“Endeavour has indicated to shareholders that if Mr Wavish is conditionally elected, Endeavour risks breaching the conditions of its “business operating licenses.”
But Endeavour has not provided any detail as to the nature or consequences of this alleged regulatory risk.
“That is ultimately left to the imagination of its shareholders,” the law firm’s letter said.
“Endeavour has effectively raised this alleged regulatory risk with shareholders without putting them in a position to assess or understand the alleged risk. This creates the impression that by voting in favour of Mr Wavish’s election, shareholders may be exposing Endeavour and therefore themselves to some unknown financial loss.”
The lawyers wrote that in the circumstances created by the “vague statements” in the Endeavour announcement of this week allowing Mr Wavish’s election to be voted on, Endeavour’s shareholders are not fully informed about how to vote in the matter.
“This situation is unfair both to Mr Wavish and to Endeavour’s shareholders. The only appropriate solution to the problem created by Endeavour’s inconsistent and misleading communications regarding Mr Wavish’s nomination is for Endeavour to postpone the AGM and distribute a supplementary pack of materials to shareholders.”
The Arnold Bloch Leibler letter demands confirmation from Endeavour no later that 4pm on October 6 that it will make a corrective announcement to the ASX and postpone the AGM.
Mr Wavish has pledged to help resuscitate earnings at Endeavour after poor financial results and believes he is well placed to improve its performance, especially Dan Murphy’s which he helped to make into a national chain when he was Woolworths supermarkets and liquor boss 20 years ago.
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