March 31, 2008 12:00am EMBATTLED shopping centre empire Centro has claimed victory in its battle with property minnow Pelorus for control of three Centro property syndicates.
Pelorus had launched an attack on three of Centro's smaller unlisted trusts - Centro MCS 16, Centro MCS 19 NZ/I and Centro MCS 11.
Centro MCS 16 investors were expected to meet today to vote on Pelorus's proposal to gain management control of the fund.
The MCS 19 NZ/I and MCS 11 meetings were set to follow on Wednesday and April 10 respectively.
But Pelorus issued a statement late on Friday postponing all three meetings until May 20, citing "uncertainty surrounding Centro's financing issues, its proposed recapitalisation and the sale of specificied parts of its business".
Centro hit back yesterday, claiming the delay "disenfranchised investors and effectively rendered the meetings abandoned".
Centro also said that proxy votes received from unit holders by the close of business on Friday indicated that none of Pelorus's proposals would have been passed.
"Pelorus's recent behaviour indicates its desperation related to the failure of investors to support their proposals," Centro MCS Syndicates manager Gerard Condon said.
He added: "Pelorus's tactics show contempt and disregard for the investors in these syndicates and have derailed the democratic process relating to these meetings."
However, Pelorus said on Friday that a number of investors were concerned about lodging the votes directly with Centro and added that it was seeking access to the proxies to "confirm receipt and verify their validity".
Pelorus also said its due diligence had unearthed disclosure issues relating to a number of transactions between Centro and the funds, including interest rate hedging facilities.
And the group's time in the data room raised additional questions about the structure of resolutions put to syndicate investors where Centro had sought to change its powers and introduce new fees, as well as Centro's financial capacity to act as the responsible entity for the syndicates.
"These matters have been raised by Pelorus with Centro's board," Pelorus said.
"No satisfactory response has yet been received to these queries and concerns.
"In addition, Pelorus's suggestion for a proper, fair and transparent proxy procedure at the meetings has been rejected by Centro in a letter from its solicitors Clayton Utz."
For its part, Centro claimed that Pelorus lacked the correct licence to act as responsible entity for the trusts and questioned its powers both to call and then delay the unit holder meetings.
In other developments, Pelorus also proposed to separate the asset management and responsible entity functions at the syndicates.
Should it gain control of the trusts, Pelorus will appoint financial services group Trust Company as responsible entity "to ensure that Pelorus's dealings with syndicate assets and members is undertaken in accordance with the relevant constitution, compliance plan and the Corporations Act".
Pelorus also plans to reduce the performance fees charged to the syndicates to 2.25 per cent from 4.5 per cent.
Centro said it would pursue Pelorus to meet the cost of the delayed meetings.
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