toho readies for cbh takeover article

FULL ARTICLE - http://www.egoli.com.au/egoli/egoliStoryPage.asp?PageID={B4ED8744-6F2D-4D71-8314-E6F4577F11F4}&Section=NewsViews


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Toho Zinc Company Limited is poised to take over CBH Resources Limited (CHB) following a meeting of directors on Friday. Resolutions voted on by the board include that a corporate advisor should be engaged by the company to examine issues relating to control and ownership.
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Chairman, Jim Wall said that recent events to remove him as chairman holding a casting vote amount to an attempt by directors alighted with Toho to control the CBH board.

“This is not in the best interests of all shareholders, particularly at a time when Toho is seeking access to concentrates from CBH’s Panorama and Broken Hill Projects,� Mr Wall said.

“It is a fundamental principle of corporate governance that the company be managed for the benefit of all shareholders, and the majority of directors have taken proper steps to ensure this principle is upheld.�

Toho currently has a 25.8% shareholding in CBH.

The company also determined that Robert Willcocks should no longer be considered an independent director of CBH, in light of his association with Toho.

In an announcement to the ASX, CBH indicated that the view has been expressed to the directors associated with Toho that, if Toho wishes to seek control of the CBH board, then it should bid for the shares in the company held by all other shareholders.

A resolution to remove Mr Wall from the position of chairman was not approved.

The company said Mr Wall will cease his executive role at CBH February 4, 2008 but will remain as chairman, as foreshadowed at the AGM held on November 5 2007.

This is part of an ongoing succession process which will see both Mr Wall and Managing Director, Bob Besley hand over executive responsibilities to a new team led by recently appointed CEO, Stephen Dennis.

The board has also now formed a nominations committee, which is tasked to identify and recommend candidates for appointment as independent Directors.

At 1157 AEDT, shares in CBH Resources were trading up 0.5c to $0.57