A group of activist investors have asked Gam to call an extraordinary general meeting in August to ‘contemplate’ the replacement of the company’s board ahead of its takeover by Liontrust.
In a statement yesterday (June 7), Gam said it had received a request from Rock Investment SAS to hold an EGM to discuss the replacement of the entire board of Gam and a “significant” change in the capital structure of the firm.
The latter change would allow the firm to issue additional capital and suspend current shareholder participation rights.
The investors requested that the EGM take place on August 16, which is after the planned shareholder vote on Liontrust’s offer.
Gam said the request does not constitute a competing offer and the changes to the articles of the firm would result in the “dilution of current shareholders”.
Gam’s board of directors repeated their previous backing of the Liontrust deal, which was agreed in May this year.
The takeover, announced on May 4, came after years of share price decline for the Swiss asset manager after one of its fund managers was caught up in the Greensill scandal, where a supply chain business advised by former prime minister David Cameron collapsed.
Rock Investment SAS is made up of two Geneva-based companies, and ultimately controlled by French telecommunications billionaire Xavier Niel.
Rock, which currently holds 5.11 per cent of Gam’s shares, previously filed an objection to Liontrust’s takeover of the company, formally challenging the decision of the Swiss Takeover Board.
The company has taken issue with the condition that allows Liontrust to withdraw its offer if Gam cannot sell its fund management business.
Also criticised were the “various exemptions” given to Liontrust by the Swiss takeover board (TOB), with the group saying this allows Liontrust to disregard trades carried out by one of its fund management subsidiaries prior to the offer announcement when establishing the minimum price of the offer, and considering the need to propose a cash alternative.
The group raised another concern about the timetabling of the deal.
Under the proposal by Liontrust, Gam’s shareholders would have until August 11 this year to accept the offer, but may not receive the Liontrust shares offered in exchange before the end of the year.
“During that period, shareholders would not be in a position to sell their Gam shares, nor withdraw their acceptances (in the absence of a withdrawal right under Swiss law), nor receive a competing offer,” the group said.
sally.hickey@ft.com
