Electra Private Equity chairman Roger Yates has resigned from the board following a shareholder vote today in favour of two resolutions to appoint Sherborne Investors nominees Edward Bramson and Ian Brindle to the board. Bramson and Brindle were immediately appointed non-executive directors.
Following their appointments, Sherborne said in a statement that “the new directors are grateful for the support shown by shareholders and look forward to working together with their board colleagues in undertaking a strategic review to consider all options in order to maximise long-term value for all shareholders.”
The board has not made any decision on a strategic review, it is understood.
The shareholder vote was widely expected to be very close and depend on turnout, as previously reported by Private Equity International. It followed a series of hostile public statements from the board, which rejected the proposal to appoint Bramson and Brindle, and Sherborne, which had called for a review of operating performance and questioned the independence of the board.
Yates said in a statement: “The votes cast at the general meeting today show that a substantial number of shareholders voted in line with the board's unanimous recommendation [to oppose the resolutions]. Nevertheless it is important now to draw a line under the disagreements on the composition of the board and move forward. I believe that to achieve this, a change in the chairmanship is an important element and, therefore, I have decided to resign from the board with immediate effect.”
The board of eight members has voted for senior independent director Kate Barker to replace Yates as chairman.
Shareholders voted by 16, 611, 635 in favour of the appointment of Bramson to the board, representing 53.51 percent of votes cast, with 14,435,118 against equivalent to 46.49 percent, with 68,588 withheld. The appointment of Brindle was approved by 16,602, 494 votes, representing 53.49 percent of votes cast, with 14,435,528 against equivalent to 46.51 percent and 65,729 withheld. Turnout was 85 percent.
Sherborne required a majority of votes cast in its favour for its resolutions to be carried.
Private shareholders that spoke to PEI at the general meeting expressed shock and uncertainty at the outcome of the vote, and were disappointed that Bramson did not speak to outline his plans for the London-listed investment trust.
This is the second time shareholders have voted on proposals to appoint representatives of Sherborne, which holds a 29.58 percent stake in Electra worth about £404 million at the end of October, to the board. In the previous vote in October last year, 61 percent of votes cast rejected Sherborne’s proposals.
Turnout this year was slightly higher than the quorum of 81 percent last year.