My reasons for voting and voting now!
My initial thoughts were to wait to hear from both groups of requisitioningshareholders and both directors who could be removed, being Peter Graham andPaul Cholakos. However, as set out below, I have set out my reasons why I have made up my mind on how I am voting and why I am voting now.
Why I am voting now
I thought that I would tackle the easy point first.
CAP is likely to be in limbo until there is clarity about who is on theboard. Therefore, the sooner this is resolved the better.
If enough shareholders vote now, there could be a clear outcome foreither party. If there is a clear outcome well prior to 30 December, then hopefully one of the directors will resign and CAP can go back to focusing on the way forward rather than these distractions caused by a small group of shareholders.
Therefore, I would encourage all shareholders to vote and vote now.
How I am voting and why
As shareholders, we should all have a fair and equitable say in how CAPis managed and who it is managed by.
However, what has come out recently is that a small group ofshareholders appear to have had a disproportionate influence over who is on theBoard of CAP. In saying this I am relying on the information contained in the statement of Bob Hair, CAP company secretary, refer ASX announcement on 9 December 2020. I am assuming that this statement is accurate and truthful because there could be legal repercussions if it was not.
By way of other background, there appears to be a connection between thecurrent Chairman, Peter Graham, and the shareholders who have requisitioned forthe removal of Paul Chalokos. I have referred to this in previous posts. Peter Graham’s director interest notice (ASX announcement 4 May 2020) states that he holds no shares. However, the annual report states that Peter Graham is not an independent director. Therefore, as I have posted previously I have assumed that the shareholders to which Peter Graham is connected are some or all of the requisitioning shareholders.
The shareholders that have requisitioned for the removal of PaulChalokos are listed below. Collectively they hold only 7.5% of the shares in CAP.
1. SG Hiscock & Company – 13,663,535shares
2. Technical Investing (One ManagedInvestment Funds Ltd) – 7,314,706 shares
3. Mr John Lynch Exelmont Pty Limited –2,102,320 shares
In Bob’s statement, he says:
“Since late 2019, Mr Graham has threatened to,or issued, a succession of s249D notices:
- Q4 2019 to remove Dr Neil Williams asChair and install Mr John Anderson;
- Q2 2020 to remove Mr John Anderson andinstall himself
- Q2 2020 to remove Mr Paul Cholakos asa director
- Q4 2020 to remove Mr Paul Cholakos asa director”
Therefore, over the past 12 months, it would appear that shareholders of7.5% of CAP, have had significant influence over the board of CAP. This has occurred and all other shareholders, like me and you, have had no knowledge of what these shareholders have been doing to our board. I have posted previously about there being a possible connection between Peter Graham joining the board and on the same day the departure of Jon Parker (who is exactly the type of director we should have kept) – refer ASX announcement 4 May 2020.
The first question I ask is, “Why should such asmall percentage of shareholders be allowed to have such a significant influenceover our company?”
Now, I might not have a problem with a small group of shareholderstrying to influence CAP if their motives were clear and transparent and for thegreater good of all shareholders.
However, my problem is that these shareholders have been operating to datebehind closed doors. They appear to have only come out of the shadows when their efforts to remove Paul Chalokos at the AGM failed.
Whilst they have come out of the shadows and their past actions havebeen exposed, all of us remaining shareholders are still in the dark as to whattheir future intentions are.
All we seem to know is what is contained in the statement of John Lynch,a shareholder that holds only 0.68% of CAP’s shares (whilst not insignificant,it should not be enough to control the board).
Mr Lynch’s statement (ASX announcement Date) includes the following:
· “The Chairman is adamant that “furtherchange” is required”
· “The Chairman believes new management mayadopt “a broader approach and more creativity”, to get Hawsons into development”
However, there is no transparency with the above statement.
What further changes are required?
What new management is planned to be introduced?
Why do you need to remove the only independent director on CAP’s boardin order to achieve these changes?
Initially, I was waiting to try and get answers to the above questionsbefore voting.
However, I am now asking why should I wait?
I have come to ask myself the followingquestion “Why should I trust someone that appears to be representing a smallgroup of shareholders, who has been controlling the board without the knowledgeof other shareholders and is now proposing further changes without firstletting know shareholders what changes are planned?”
My answer to the above is that I shouldn’t have to trust people likethat and I don’t have to. I don’t think that is how a listed company should be managed and I don’t want those sorts of people controlling a company in which I hold shares. Therefore, I have cast my votes as follows:
1. AGAINST resolution 1 to remove Paul Cholakos
2. IN FAVOURof resolution 2, to appoint Bryan Granzien as a director, and
3. IN FAVOURof resolution 3, to remove Peter Graham as director.
I would encourage all shareholders to vote in the same way. And to vote now rather than waiting anylonger to send a message to the requisitioning shareholders and to set up the board to get back on track with developing Hawson’s for the benefit ofall shareholders (not a select few).
If you know anyone else who holds CAP shares, please make sure theyunderstand the importance of voting and get them to vote.
Thank you for taking thetime to read this and if you vote, thank you on behalf of all shareholders.
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