Chch man out of Landmark

Press, 28 September 1988, Page 38

Chch man out of Landmark

An attempt by a Christchurch construction manager to get on the board of Landmark Corporation has been thwarted by the company’s articles of association. Mr James Richardson, of Richardson Construction Company, a shareholder of Landmark Corporation, put his name forward as a nomination but the company informed him his nomination was too r late. Mr Richardson believed he got his nomination in on time, within what he understood to be a seven-day deadline. However, it turns out that outsiders are required to give 14 days notice, and directors seven days notice before nominations close, under the company’s articles. Mr Richardson described the dealings between Richmond Smart and Landmark as a “Peyton Place sort of saga.” He said in a statement that he had put forward his nomination because he felt it was time that the interests of, the small shareholder were looked after. He also believed that small shareholders could be better informed about Landmark, and that the assets appeared to be worth more than those reflected in recent take-over bids. The Press Association reports from Wellington that vacancies on the board of Landmark Corporation, left by Richmond Smart Corporation cancelling a plan to take a 25 per cent shareholding, will remain until after next Monday’s annual meeting of Landmark. The company’s chairman, Mr David Ross, confirmed yesterday that Mr Stephen Smart and Mr Nigel Burton had resigned from the Landmark board on which they were Richmond Smart nominees. Two other board nominations made by interests associated with Richmond Smart had also been withdrawn though these nominations had not in any case been received in time to be addressed at the meeting,- Mr Ross said in a statement. The independent directors now planned to make additional appointments to give more strength and property expertise to the board, but Landmark’s articles did not permit these to be made in the time left before the annual meeting, he said. The remaining Landmark directors were surprised at Richmond Smart terminating its agreement with Mr Oily Newland, Landmark’s former chairman, to buy the 25 per cent, Mr Ross said. “Messrs Burton and Smart had confirmed at the time of their appointment to the board of Landmark and subsequently that their deal with Newland was entirely unconditional, and this was the basis of their board appointments,” he said. For some time, the independent directors of Landmark had been concerned that Richmond Smart and its associated interests had been endeavouring to obtain a majority on the board, while still holding only a minority shareholding. The independent directors resisted the attempts, Mr Ross said. “For one thing, Richmond Smart claimed to control only about a quarter of the shares in Landmark. There are still about 15,000 other shareholders holding threequarters of the shares,” he said. •, The independent directors also did not agree that people associated with Richmond Smart should have control of Landmark while a Richmond Smart subsidiary — Hooper Bailie Industries — was bidding for all the shares in the company. The directors, having obtained a report on the bid from investment bankers Buttle Wilson, had recommended its rejection. So far, no notification had been received of whether the Hooper Bailie offer had been withdrawn.