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In a statement to NZX, Bremworth confirmed receiving a a letter from four Bremworth shareholders representing 11.5% of Bremworth's issued capital (the requesting shareholders) requesting pursuant to s 121 of the Companies Act 1993 that a special meeting of shareholders be convened to consider five resolutions.
The resolutions are for the removal of all the current directors of BRW, and the appointment of four new directors nominated by the requesting shareholders, being Robert Hewett, Trevor Burt, Julie Bohnenn and Murray Dyer.
The NZX statement notes that Bremworth’s co-founder and single largest shareholder, Grant Beil, as well as other substantial shareholders spoken to by the Bremworth board, have indicated their confidence in the current board and declined to support the requesting shareholders’ proposal.
Bremworth board chair George Adams says the request for a special shareholder meeting comes without prior engagement from the requesting shareholders regarding Bremworth’s board composition or strategic direction.
“As previously announced, the board is progressing with a strategic review of Bremworth’s ownership structure, with the aim to solicit an attractive offer for the acquisition of the company and to unlock value for shareholders.
“Following receipt of the letter, the Bremworth board attempted to engage with the requesting shareholders to avoid the disruption caused by calling for a special shareholders meeting for the purpose of removing the board at this critical juncture when the strategic review is in progress.
“The board notes that the requesting shareholders have not previously put forward any candidates for director roles, including at the recent annual shareholders’ meeting at end-November 2024. The board has made clear to the requesting shareholders that it is willing to consider any appropriately qualified candidates for board appointment in accordance with its usual board nomination process and director skills matrix, should that appointment be in the best interests of shareholders. However, the requesting shareholders have not indicated a willingness to proceed on this basis.”
The Bremworth board is also seeking further information regarding the proposed directors and potential conflicts of interest, particularly in light of the strategic ownership review.
It noted one of the proposed directors, Robert Hewett, is currently the chair of Woolworks, which has previously publicly stated its interest in acquiring certain assets of Bremworth.
“The nominations committee process will include ensuring that all shareholders have sufficient information to make an informed decision with respect to voting on the resolutions to be put to the meeting. Further details of the requested shareholder meeting, including the date of the meeting, a notice of meeting and the board’s recommendations to shareholders on the resolutions, will be provided to shareholders in due course.”
The requesting shareholders want Hewett to take over as the new chair.
