Macquarie Bank is seeking to remove chairman Wayne Mitchell and chief executive Dr Andrew Firek from the board of the NSW coal development group at a general meeting convened for June 15.
“MBL [Macquarie] considered that the overall benefits and payments paid to directors and key management of Coalworks were excessive when compared to similarly-sized ASX-listed resource companies,” it said in a statement to shareholders.
“In particular total remuneration paid to 'key management personnel' of Coalworks and its consolidated group during the year ended 30 June 2011 more than tripled compared to the previous financial year (from $829,972 to $3,083,420).”
Noble Group’s appointment as strategic adviser in April was premature and Coalworks has not provided sufficient information about the appointment, Macquarie said.
Macquarie said Coalworks shareholders do not have sufficient information concerning Coalworks’ recent dealings with Noble Group to be able to consider Mitchell’s claim that the relationship with Noble will be of benefit to Coalworks.
Whitehaven has made its $1.00 per share bid conditional on Coalworks not incurring any break fee with its strategic advisor.
Coalworks also undertook an institutional share placement with Noble in April that raised $17.4 million but was dilutive to the company’s other shareholders, Macquarie said. Shares were issued at 78c per share – a discount to the then market price and lower than Whitehaven’s current $1 per share offer. It also delivered Noble a strategic 9% stake in the company.
“MBL’s view is that Coalworks had no immediate need for these funds,” Macquarie said. “It had $16.2 million cash at the end of the March 2012 quarter.
“Further, MBL’s view is that commitments to medium or longer-term capital expenditures should be limited until after the completion of a definitive (or bankable) feasibility study. Neither [Coalworks’] Vickery South nor Ferndale projects have yet to achieve this important milestone.”
Macquarie did not requisition the general meeting to replace Mitchell and Firek as directors of Coalworks with the intention of making it easier for a potential acquirer, such as Whitehaven , to gain control of Coalworks, it said.
“At the time MBL requisitioned the general meeting it was not aware of any proposal by Whitehaven to bid for Coalworks,” it said.
“We note that Macquarie Group (of which MBL is a part), is not a financier or adviser to Whitehaven in respect of its takeover bid for Coalworks, nor is it a substantial holder in Whitehaven.”
Macquarie has proposed that shareholders vote at the general meeting to appoint Anthony Ferguson and Johann Jooste-Jacobs to replace Mitchell and Firek as directors of Coalworks.
“MBL believes that at this critical time for Coalworks it is in the interests of all shareholders for the board to comprise directors who are more closely aligned with shareholders and are financially independent of Coalworks,” Macquarie said.
Earlier this month, Coalworks issued a statement to shareholders asking that shareholders vote against Macquarie’s resolutions to remove Mitchell and Firek
“Coalworks considers that the removal of Mr Mitchell and Dr Firek could make it significantly easier for a potential acquirer such as Whitehaven to gain control of Coalworks without paying a price reflecting the value of Coalworks’ assets,” it said.
“Coalworks’ board and management led by Mr Mitchell and Dr Firek have overseen a period of significant achievement and share price growth over the past 12 months.”
Coalworks said it continued to build the asset backing of the company through developing a strategic inventory of coal resources, while at the same time increasing the value of its tenements through the achievement of a number of milestones.
