Bellamy's Australia chairman Rob Woolley is expected to announce plans to resign from the infant formula company at a shareholder meeting on Tuesday as part of a compromise deal which is expected to partially back rebel shareholder Jan Cameron's bid to roll four of the group's directors.
Subscribe now for unlimited access.
$0/
(min cost $0)
or signup to continue reading
It is believed Mr Woolley has told investors about his intention to resign as early as Tuesday as Ms Cameron's two-month campaign to remove directors she believed were responsible for the company's operational problems comes to a head at an extraordinary shareholder meeting in Melbourne.
Mr Woolley was not included in Ms Cameron's original motion to spill the board but the Tasmanian entrepreneur later called for him to resign after the two old friends fell out. It has also emerged that David Baxby, a former Virgin Australia director and long-time lieutenant of British entrepreneur Richard Branson, has been tapped as a possible candidate to succeed Mr Woolley as chairman of the company.
Ms Cameron returned to Melbourne this week after meeting with the two offshore investors, which hold the balance of power in the tussle for board control, in the United States and Hong Kong.
It is believed Boston-based hedge fund Delta and a Hong Kong investment fund submitted an alternative proposal to install two of their own nominated directors but that motion was rejected by the board because it came too close to Tuesday's shareholder meeting and would have required Ms Cameron withdrawing her requisition. One of the people nominated was Mr Baxby, a highly-regarded Australian businessman working offshore.
Ms Cameron had proposed unseating four independent directors, and installing herself along with two allies following the demise of company's fortunes. Sources said proxies indicated the final vote would be tight and Bellamy's had been canvassing retail shareholders repeatedly to muster support.
The two funds collectively control more than 13 per cent of the company. Ms Cameron is believed to control around 18 per cent of the company's issued capital through the Black Prince Foundation.
With the funds' support, Ms Cameron's proposal is expected to have backing from as much as 40 per cent of the company's shareholders. Two of her nominees, Rodd Peters and Chan Wai-Chan, are expected to be voted in as directors. Ms Cameron herself is not expected to be voted onto the board, however.
It is believed the two investment groups will vote in favour of the motions for Launa Inman and Michael Wadley, two of the four directors named in Ms Cameron's proposal, to step down. The investors are less critical of the two other directors, Patria Mann and Charles Sitch, because they only joined the board in March 2016. There is room for nine directors in total on the board.
The saga surrounding Bellamy's, which sacked its former chief Laura McBain and slashed its profit guidance in January, has raised corporate governance concerns about share trading in the company and questions around why the board was not on top of the company's operational problems.
Three proxy firms advised shareholders to vote against Ms Cameron's resolutions.
The Launceston-based company this month posted a 12.5 per cent rise in first-half revenue to $118.3 million, while net profit fell 47 per cent to $7.2 million, in line with downgraded guidance provided in January.
This story was originally published on the Australian Financial Review on February 28, 2017.