re: what's going on? read this Polartechnics board split over...

re: what's going on? read this Polartechnics board split over conflict
By Rebecca Urban
March 8, 2005


A dispute that has split the boardroom at biotechnology outfit Polartechnics has intensified, with the corporate watchdog asked to investigate the conduct of a director.

The Polartechnics board has given the Australian Securities and Investments Commission material that the company alleges suggests a possible conflict of interest between non-executive director Glenn Rosewall's role at the company and his interests as chief executive of Sydney stockbroker BBY and boss and part-owner of Jaguar Funds Management.

Mr Rosewall's lawyer, David Perkins, has denied the allegation against his client. Mr Perkins wrote to The Age saying the complaint against his client was without foundation.

The complaint, which Polartechnics lodged last week, comes amid infighting on the research and development company's board. There has been speculation that the lead investor who bought into a recent share placement, Australian Cancer Technology chairman Richard Opara, is trying to gain control.

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AdvertisementMr Rosewall, son of former tennis champion Ken Rosewall, has fallen out with fellow directors over his links with Dr Opara and is fighting to keep his position on the board.

Dr Opara, whose 13 per cent stake makes him the company's largest investor, is pushing to have chairman Colin Sutton and non-executive director Neville Hacker removed in favour of himself and a former director, ASIC consultant lawyer Joanne Rees.

Dr Opara has called for an extraordinary meeting but no date has been set. Polartechnics directors have moved a counter-motion to have Mr Rosewall voted out.

The complaints about Mr Rosewall relate to a $3.2 million share placement that BBY completed for the company in January, from which the broker is believed to have received close to $100,000 in underwriting fees.

The Age understands that Polartechnics has been advised by its lawyers that Mr Rosewall breached the company's constitution when he failed to disclose an interest in the underwriting agreement, and may have failed to disclose a personal interest in the agreement, as required by the Corporations Act.

According to a letter written by Gavin Robertson, a partner at law firm Kemp Strang, to Polartechnics dated February 8, obtained by The Age, Mr Rosewall did not declare his interests in BBY and Jaguar Funds Management until after the placement was completed.

Polartechnics' most recent annual report lists him as a Jaguar director but not a shareholder. A search of Mr Rosewall's name on an ASIC database lists the organisation as one of his current shareholdings.

Mr Robertson is also believed to be concerned about the ramifications of an alliance between BBY and Jaguar. "This raises the prospect that Jaguar Funds Management referred the underwriting opportunity to BBY and may benefit from the underwriting agreement, which in turn, given Mr Rosewall's subsequent disclosure of his 50 per cent interest in Jaguar ... could benefit Mr Rosewall," he wrote.