TWO PROXY advisory firms have recommended that Independent News & Media (INM) shareholders vote against a resolution from rebel shareholder Denis O’Brien at a general meeting next month.
Glass Lewis and the RiskMetrics Group said shareholders should vote in line with the board’s recommendation to reject the special resolution, which would revoke the directors’ power to allot and issue new shares.
INM has been in talks with financial institutions to settle a €200 million bond repayment, which has been due since last May. The company is proposing to give the bondholders a 45 per cent stake in the company to cover part of the debt, and will follow this by a rights issue to shareholders.
Mr O’Brien had offered to invest €100 million in the company in return for a majority stake, but the group rejected this.
He proposes: “That the Ordinary Resolution adopted by the members on June 12th, 2009, empowering the directors to allot and issue relevant securities for the purposes of section 20 of the Companies (Amendment) Act 1983, be and it is hereby revoked.”
The resolution is being put to an extraordinary general meeting on November 13th.
The special resolution requires the backing of 75 per cent of the INM shareholders if it is to be carried.
Earlier this month, RiskMetrics recommended that INM shareholders vote against two other motions from Mr O’Brien, which are being put to a separate meeting of shareholders on November 3rd.
Those resolutions request that Dr Brian J Hillery is removed from his office as the chairman of the company in accordance with section 182 of the Companies Act 1963 with immediate effect; and that a new senior independent director be appointed in place of Baroness Margaret Jay with immediate effect.
Meanwhile, Jagran Prakashan, an Indian newspaper publisher in which INM has a 13.5 per cent stake, yesterday reported that revenues rose by more than 18 per cent to €35.6 million in its second quarter. Its net profit in the period increased by 121.5 per cent to €7.3 million, as advertising revenues jumped by 19.5 per cent to €24.8 million and circulation revenue rose by 15 per cent to €7.8 million.
