The New Zealand Shareholders Association has gone into bat for John Upperton, who has – against the odds – put himself up for election as an independent director of the controversial NZX-listed New Talisman Gold Mines.
New Talisman, in a notice of meeting, said it would not support Upperton’s election.
It would however support the election of Kelly Wyse and Victor Rabone to the board “to broaden and diversify the board’s skills”.
Wyse is an “independent director” under the NZX listing rules, the company said.
Rabone’s appointment relates to a deal, announced this year, for New Talisman to acquire Broken Hills, which has a mining permit covering the historic Broken Hills Mine near Tairua, on the Coromandel Peninsula.
Under the terms of the agreement Rabone, a Broken Hills director, was to be appointed to the New Talisman board.
Separately, New Talisman told the NZX today that it had completed a A$670,000 ($693,000) placement of 335 million ordinary shares to “sophisticated” and institutional Australian investors and that company intended to make a rights issue offer to existing shareholders.
New Talisman intends to use the proceeds from the offer in part to complete the acquisition of Broken Hills.
NZ Shareholders Association chief executive Oliver Mander said the association supports Upperton’s election, and would be voting its members’ proxies in his favour.
“We think that the board could do with a decent dose of independence,” Mander told the Herald.
“That lack of independence today is a real concern for us,” he said.
In August the Financial Markets Authority (FMA) filed civil High Court proceedings against New Talisman’s chief executive Matthew Hill for alleged information-based market manipulation and making false and misleading representations.
Mander said the association was concerned by a lack of action by the company in response to the FMA’s allegations against Hill, who is also on the board.
“We would have thought that Matt Hill would have, at the very least, been stood down by the board pending the outcome of that investigation,” he told the Herald.
New Talisman, in a notice for its September 29 annual meeting, said the board unanimously recommended that shareholders vote against Upperton.
“The board and management of the company have found Mr Upperton to be hostile to the existing board and management,” New Talisman said.
“His election is likely to cause disruption to the company and will in the opinion of theboard and management be an impediment to the smooth and efficient functioning of the board and company.”
Upperton, who has a 3 per cent stake in New Talisman, declined to comment to the Herald.
Mander said the association recognised that the company had taken some action to make it more difficult for Upperton by coming out against him in the notice of meeting.
He added that today’s placement of 335 million shares would dilute the holdings of existing shareholders before the company’s annual meeting.
“While there is a rights issue in place to recover some of that dilution, that’s after the shareholders meeting,” he said.
Mander said shareholders felt concerned about the company’s performance.
In the notice of meeting Upperton said he had a successful background in commercial and residential construction project management.
“Alongside these projects, I have also garnered considerable experience in aspects of the RMA and District Planning requirements, including successfully representing myself in Environment Court,” he said in the notice.
He had alsohad 16 years’ experience as a managing director of a limited company.
“If elected, it is my intention to bring a stronger emphasis of delivery targets and management accountability to the company.”
In its August High Court filing, the FMA said its case related to anonymous posts Hill allegedly made about the company on the Sharetrader website’s online investor forum.
The FMA claimed that between February 2013 and July 2020, Hill made dozens of posts on Sharetrader in a thread about New Talisman under two usernames, “bullish” and “Epithermal”.
Hill, who is also a director and shareholder of New Talisman, did not, at any point, disclose his involvement in the company, the FMA said in its claim.
Hill’s conduct was revealed by the Herald in July last year after Sharetrader publicly identified him as the person behind the usernames.
New Talisman Gold – the company – is not party to the proceedings.
As the matter is before the courts, the FMA declined to comment further to the NZ Herald.
New Talisman has been developing the historic Talisman Mine in the Karangahake Gorge near Waihi.
The company’s shares last traded at 0.3 of a cent, having dropped 50 per cent over the past 12 months.
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