Minerva took the extraordinary step of reinstating its chairman in spite of his re-election to the board being voted down by investors led by major shareholder and hostile bidder Nathan Kirsh’s KiFin.
At the property company’s annual meeting on Friday, Mr Kirsh’s KiFin investment vehicle and its associates voted against a resolution to re-elect Oliver Whitehead. This left the company briefly without a chairman, but the board met immediately after the AGM to reappoint Mr Whitehead.
He will act as chairman during the course of the unsolicited offer from KiFin. The company said: “During KiFin Limited’s unsolicited offer, the board believes that the interests of all shareholders should be protected and the role of a strong, independent chairman is the most important aspect of this.”
KiFin, which controls 29.9 per cent of the company’s shares, called a poll on the resolution. The poll received 29m votes in favour of the re-election of Mr Whitehead and 48m votes against.
Minerva said more than 99.3 per cent of independent shareholders – excluding KiFin and its associates – voted in favour.
Two weeks ago, KiFin launched a 50p-a-share takeover bid for Minerva, valuing the company at £85m. Minerva this week wrote to shareholders rejecting KiFin’s offer as it significantly undervalued the company. It also released an updated net asset value for the company at 95p per share, after a revaluation of its properties.
Mr Whitehead later said: “Minerva has high-quality developments in excellent locations. KiFin’s offer of only 50p per share significantly undervalues the company, and your board has no hesitation in rejecting this highly opportunistic bid.”
John Matthews, senior independent director of Minerva, said: “The board is very disappointed by this deliberately disruptive behaviour by a shareholder that has made a bid for the company. We have decided to reappoint Oliver as chairman during the course of the unsolicited offer as it is critical that all shareholders’ interests are protected.”
Mr Whitehead was chief executive and then chairman of Alfred McAlpine until June 2007, and formerly group chief executive of Babcock International Group.
Minerva also announced the sale of its headquarters on Wigmore Street in London to Standard Life Investment for £40.75m, a premium of 20 per cent to the property’s book value as reported at June 30 2009.
Salmaan Hasan, chief executive of Minerva, said: “This disposal of a non-core asset is another key milestone achieved by Minerva as the market recovers and as we continue to make progress.”