Queensland coal mines at the centre of corporate showdown
Whitehaven has dragged the takeovers panel into a dispute with an activist investor claiming it had misled shareholders about its stake in the company.
The panel said it had received an application from Whitehaven in relation to an alleged failure by Bell Rock Capital Management to disclose its derivative interest in the company.
The dispute between the two is over two Queensland coal mines Whitehaven bought from BHP last week, Daunia and Blackwater, for between $5 billion and $6 billion.
Bell Rock has been trying to gather shareholders’ votes ahead of an Whitehaven annual general meeting where it intends to force a strike against the coal company’s remuneration report. It’s ultimate goal is to get Whitehaven to scrap the coal mine acquisition and instead return the capital to shareholders.
Whitehaven has told the Takeovers Panel that at various times it had said it holds a combined physical and derivative interest in the company of about 11 per cent.
“Bell Rock has misled shareholders by omission by stating in a letter to Whitehaven shareholders on October 12 that it manages just under 5 per cent of WHC stock,” the company told the panel.
Whitehaven submitted that Bell Rock’s non compliance had become more acute since October 12 as a result of Bell Rock seeking to exercise control or influence over the affairs of the company by urging shareholders to vote against resolutions, including the incentive plan for the managing director.
Whitehaven also claimed Bell Rock launched an advertising campaign urging shareholders to vote against the resolutions including those to elect or re-elect three directors.
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“Whitehaven seeks interim orders that Bell Rock discloses the derivative interests it holds in Whitehaven shares and that unless such disclosure is made, the votes cast on Whitehaven shares in which Bell Rock has a relevant interest be disregarded at Whitehaven’s upcoming general meeting.”
Bell Rock has yet to respond.
