Irish Continental Group (ICG) began an extraordinary general meeting (EGM) on Thursday morning on a €1.2 billion management buyout bid, excluding reporters from the gathering amid expectations of dissent from several shareholders.
The ferry operator’s independent board, led by chairman John B McGuckian, decided two weeks ago to postpone the vote by 13 days, after it became clear that the deal had not secured enough votes from minority shareholders to go through.
Excluding media from general meetings of Irish public companies is highly unusual.
Holders of about 20 per cent of the stock had not filed votes by a deadline before the original EGM on August 28th. The management team’s 23.7 per cent stake in ICG, which operates Irish Ferries, is excluded from the vote. It requires at least 75 per cent approval of those who do vote to go through under a so-called scheme of arrangement structure overseen by the High Court.
The Irish Times first reported on August 12th that five big shareholders were opposing the sale, arguing that it undervalued the business. The dissenting shareholders were Marathon Asset Management, Janus Henderson, Pageant Investments, Equus Global and Oxy Capital, which at the time had a combined 11 per cent stake.
ICG said before adjourning last month’s meeting that it was set to fail. But it said at the time that it was aware of at least one instance where a shareholder had wanted to change a vote they had cast against the deal ahead of initial deadline. It also insisted it had received requests from certain private and institutional shareholders for more time to consider their position, having had difficulties in properly casting their votes within the initial time frame allowed.
The Irish Times reported last week that two likely kingmakers had emerged: Paris-based DNCA Finance, which has a 3.36 per cent stake and is known to be the investor that ICG was referring to as having changed its stance; and businessman Eamon Waters’s Sretaw investment vehicle, with a 3.79 per cent equity stake. Sretaw had not voted in advance of the original egm by proxy.
Institutional Shareholder Services, an influential shareholder advisory firm, has recommended that investors back the management buyout bid, led by CEO Eamonn Rothwell, as it offers an “attractive premium” and “immediate liquidity and certainty of value”. However, rival proxy advisory firm Glass Lewis called on investors to reject the deal, as it “appears to have been struck at a low relative valuation”.
