Geoff Wilson loses bid to run Platinum Capital board after low shareholder vote turnout
The news: Wilson Asset Management (WAM) has lost its bid to run the board of listed investment company (LIC) Platinum Capital (PMC) after shareholders voted in favour of L1 Capital. However, only a third of shareholders voted.
The numbers: The majority of shareholders who voted put L1 nominated directors Rachel Grimes (66.73%), David Gray (66.95%) and Douglas Farrell (66.51%) in favour, according to proxy results. Each nominee needed at least 50% of votes.
WAM nominees Geoff Wilson (33.59%), Richard Caldwell (33.16%) and Julian Martin (33.12%) did not receive enough votes.
The context: When asked to give insight into voting, PMC chair Margaret Towers said: “I think a large number of shareholders are asleep and it was evident at the last meeting and I think it’s evident here today”.
“The fact that only 100 million have voted and 59 million of those are owned by L1. It could be quite a different picture. But we are where we are.”
There are about 300 million PMC shares on issue.
In August, both L1 and WAM submitted proposals to manage Platinum’s investment portfolio. Both parties also put forward their respective three director nominees.
Platinum Asset Management, which is the parent of PMC, today completed its merger with L1 Capital.
Several shareholders asked whether there would be a separate shareholder meeting to decide the investment manager of the LIC. The L1 director nominees said they expected this would go to a shareholder vote but that the new board would need to decide this along with legal input and refer to ASX listing rules.
“The ASX could potentially look at it and say that there is a substantial change to the underlying product — in terms of whether it needs to go to the shareholders meeting or not,” Towers said.
“... Platinum Capital will continue with the current portfolio manager until a new manager is either put in place or not put in place.”
One shareholder during the EGM said the board should avoid at all costs another meeting as it was a “complete waste of our time and shareholder money”.
What they said: On his nomination, Wilson said: “We all know that PMC shareholders, the long suffering ones, haven't had a great experience in terms of outperformance. So, the only reason I put myself up and found some other independent people to go on the board was because of how disappointed I was of the behaviour of L1.
“They were taking over the management company. They already could manage the portfolio obviously with agreement with the board in the best interests of shareholders and as cheaply as possible.
“But instead they've put a proposal to effectively increase the performance fee from minus sort of 15% to plus 20% on zero. So, shareholders are 35% worse off. And also to increase the management fee.
“I had no intention of putting myself up to go on the board until we looked at the shareholder register and we found out that 36% of our 130,000 shareholders were already PMC shareholders.
“... Also I don't think we should have another meeting. I think the fee should stay as they are the management fee at 1.1%, the underperformance — leave the hurdle where it is, and get the people that are best to manage this pool of capital on behalf of all shareholders.”
The sources: ASX, Platinum Capital EGM