The war of words between shareholder Ariadne and Ardent Leisure over proposed board appointments has escalated with calls of “utter nonsense” being made.
Corporate raider Ariadne, run by Gary Weiss, has a 9.9 per cent stake in Ardent, together with Kayaal, and has issued an intention to convene an extraordinary general meeting to appoint four directors to the Ardent board.
Ardent Leisure CEO Simon Kelly. Photo: Ben Rushton
Ardent, in response, has said “to the extent any meeting of securityholders is called to vote on the Ariadne and Kayaal resolutions, the Ardent board does not intend to support those resolutions”.
If approved, this would push the number of directors on the Ardent Board from six to 10.
Gary Weiss. Photo: Josh Robenstone
The issue is that Ardent is already undertaking a search for one or potentially two, US-based, independent non-executive directors.
Ardent chairman George Venardos said: “The Ardent board’s objective is to identify directors whose competencies and credentials are aligned with its core strategic initiatives including growing the Main Event business.”
But, in a sternly written letter issued on Wednesday night, Ariadne’s Dr Weiss said the Ardent board’s claim that they’re unable to make a decision on the appointment of new directors until their “process is near completion” is also “utter nonsense”.
“There is no governance standard that supports this contention. We would also point out that there’s no mention in any Ardent annual report or announcement prior to May 2017 of any potential US director appointment – nor even of a board succession plan,” Dr Weiss said.
“Moreover, in early May 2017, Ardent chairman George Venardos asked for and received the names of eminent persons who might act as referees for the suitability of Dr Gary Weiss and Kevin Seymour as directors. As of today, these referees have not been contacted either by any Ardent board member or their representative.”
Late Wednesday evening, Ardent’s board said: “Today’s statement by Ariadne is false in a number of areas and their attacks come at a time when the board is undertaking a number of key initiatives to maximise long-term value for securityholders.”
The battle has erupted since Ardent fast-tracked the appointment of Simon Kelly as the new chief executive to replace former CEO Deborah Thomas last Friday.
However, Ardent has been under pressure since the deaths of four patrons last October at the group’s Dreamworld theme park on the Gold Coast. The share price has never recovered and now Ariadne is on the register, it is agitating for change.
“Given the delay in acting on our request and the rushed and confused decision making by the board in the past few weeks, we cannot wait any longer to seek to inject new and highly experienced directors onto the Ardent board to begin the process of restoring security holder wealth,” Dr Weiss said.
Mr Venardos said: “This development is destabilising and comes at a time when the board is undertaking a number of key initiatives to maximise long-term value for securityholders.”
“Further, this stands in stark contrast to the ostensibly friendly and good-faith discussion we had with Dr Weiss and Mr Seymour late last week, where they failed to make any mention of wanting to increase their request for board representation from two to four directors,” Mr Venardos said.