The head of the dissident shareholder group that is pushing for the break-up of Ires Reit, the country’s largest private landlord, has said Vision Capital would not seek to launch an offer for the Irish-listed company if it is unsuccessful next week in its boardroom coup at an extraordinary general meeting (egm) in Dublin.
Speaking to Inside Business, a podcast from The Irish Times, Jeff Olin, the president and chief executive of Vision Capital, said it was not the Toronto-based asset manager’s typical model.
“That’s not the business of Vision. We seek to buy real estate on the stock market rather than the property market. So no we won’t be a bidder for this enterprise.”
In a notice on the circular for the egm, the board of Ires said Vision’s resolutions were principally a “means by which it can obtain control of five of the nine existing board seats without paying shareholders a premium or a fair price for obtaining control of the company”.
The Vision resolutions seek to replace five directors, including chairman Declan Moylan and chief executive Margaret Sweeney, with candidates it is putting forward.
They are also looking for approval to proceed with a strategic review process that would result in a sale or break-up of the company within 24 months.
What happens if Vision’s motions are defeated at the egm? “I don’t want to characterise this as a David and Goliath situation because Vision is quite capable but in the current situation, they [Ires] are spending millions of euros. [on adviser fees] … so we’ll see what happens. We’ll revisit what’s transpired and consider options for the annual meeting in May.”
On whether Vision would look to increase its shareholding once the egm is over and no longer subject to restrictions set down by the Irish Takeover Panel, Mr Olin said: “At various periods of time we have information that is material and non-public and in that context, it would not be appropriate for us to increase our shareholdings. But certainly, we retain that optionality to do so when we’re not in possession of that material, non-public information.”
Mr Olin suggested that Vision might have an effective 36 per cent publicly declared support for the resolutions that it has put forward to the egm on February 16th.
This calculation is based on the voter turnout at the company’s annual meeting last May. At Ires’s annual general meeting (agm) last year, the number of total votes cast on resolutions ranged from 336.3 million shares to 368.5 million. This was from an overall base of 529.5 million shares. This suggests a turnout of eligible shares ranging from 63.5 per cent to 69.5 per cent.
Vision Capital owns 5 per cent of the business and its egm motions have the support of Capreit, which owns 18.7 per cent of Ires, and Ewing Morris, a 0.7 per cent shareholder. So almost 25 per cent of shares have thus far been pledged in favour of Vision’s plan for Ires.
“The quorum at the last meeting was 70 per cent and based on that math before we even consider the hundreds of additional shareholders and scores of larger institutional shareholders, we have a 36 per cent share from those big shareholders based on a 70 per cent turnout at the agm and that’s a pretty good start,” he said.
Last week, Institutional Shareholder Services, a leading international firm that recommends how large investors should vote at meetings, urged clients to vote against all resolutions being advanced by Vision.
It estimates that it already has majority support for its proposals at next week’s egm, based on the 70 per cent turnout at the company’s annual meeting last year.