Solomon Lew is preparing to sweep out the Myer board

Billionaire retailer Solomon Lew warns he will use his 15.77 per cent stake to call an immediate extraordinary general meeting.

Premier Investments chairman Solomon Lew at their AGM in Melbourne in 2019. Picture: Aaron Francis

Billionaire and major shareholder in department stores owner Myer, Solomon Lew, has fired his opening shot in his renewed war to seize control of the Myer boardroom, demanding it delay its annual general meeting after its full-year results are released, so he can properly assess its performance, and for Myer to also immediately provide a trading update.

There was also a threat. Mr Lew warned that if his “common-sense” request wasn’t met by Myer then he would use his 15.77 per cent stake to call an immediate extraordinary general meeting — which would be costly and held close to the AGM - where he would seek to kick out Myer directors.

Mr Lew, who through his Premier Investments company has been stalking Myer since 2017 when it bought a 10.77 per cent stake in the business and recently upped his stake to almost 16 per cent, has also revealed he is close to naming his proposed nominees for the Myer board as he looks to eject the acting chairman and remaining Myer directors.

However, in a slight change in strategy and stopping short of calling an immediate extraordinary general meeting to sweep the entire Myer board away, Premier Investments has issued a statement on Tuesday requesting a delay of the AGM, slated for around November, after the full-year results are issued in early September.

“Premier is currently in discussions with several highly regarded and well credentialled independent non-executive directors but would not reasonably seek their commitment to nominate for the Myer board without allowing them to first review Myer’s full-year fiscal 2021 results, which have historically been released in early September,” the Premier Investments statement said.

“Myer concluded its 2021 financial year on Saturday 31 July 2021 and has not provided any updated financial information since the release of its first half 2021 results on 4 March 2021.”

Premier Investments said it has written to Myer’s acting chairman, JoAnne Stephenson, asking Myer to commit to allowing an appropriate window of opportunity after the release of the company’s results before calling this year’s AGM.

“This would allow Premier’s proposed independent non-executive directors to assess the opportunity of joining the Myer board based on current financial and trading information before confirming their commitment.”

It would also allow the Myer board to consider Premier’s proposed independent non-executive directors for nomination in Myer’s 2021 notice of Annual General Meeting, Mr Lew’s company said.

Mr Lew is seeking this window of opportunity as he hand-picks his nominees for the Myer board. In late 2017 as Mr Lew ramped up his assault on the Myer board, he nominated three directors, the former Myer Grace Bros boss Terrence McCartney, former investment banker Tim Antonie and property executive Stephen Sewell. Mr McCartney and Mr Antonie are also directors of Premier Investments.

It is unclear at this stage who Mr Lew’s current nominees are. Last month Mr Lew also requested from Myer its share register as it begins to lobby other shareholders to support its action.

Now Mr Lew is demanding for the AGM to be delayed as he prepares his nominees and awaits the release of Myer’s full-year results.

“Agreeing to this common-sense request would provide all Myer shareholders with an opportunity to decide on the composition of the Myer board at the 2021 Annual General Meeting without an unnecessary, distracting and expensive EGM, the cost of which would be borne by Myer shareholders,” the Premier Investments said.

“If Myer does not agree to this simple proposal, Premier will have no alternative but to requisition an EGM in close proximity to the company’s AGM.

Mr Lew, chairman and major shareholder of Premier Investments, said the Myer board have stated they are committed to working constructively with Premier as its largest shareholder, and that his proposal was a constructive and pragmatic way of resolving the composition of the new Myer board which is demonstrably in the best interests of all shareholders.

“The Myer board has the capacity to make a common-sense decision which will avoid a costly EGM and ensure a smooth transition. Since Myer’s March 2021 release, Australian retailers have had to deal with continuous temporary closures in response to Covid-19 outbreaks across all major cities, constant changes in Australian consumer confidence and the continued fluctuation of shopping activity in Australia’s CBD stores where Myer has a very significant portion of its major stores.”

Mr Lew said given the level of uncertainty and the large loss incurred last year by Myer (a net loss after tax of $172 million), Premier Investments is requesting that Myer immediately update the market on its expected fiscal 2021 results.

Myer is being contacted for comment.