- We tend to service medium- to small-sized enterprises requiring advice and assistance generally that is both cost-effective and of the highest quality.
- Our aim is to build long term relationships with a select number of clients.
- Metropolis was established in 2001 by its current principal, Peter Stern, previously of Macquarie Bank, UBS and Deutsche Bank.
- Metropolis is an independent firm. However, it does maintain loose alliances with a number of organisations in investment banking, legal, accounting, marketing, etc.
- Metropolis holds Australian Financial Services License No. 235017.
We have you covered in a variety of situations
We commence each assignment by seeking to understand our client’s objectives, developing a deep understanding of their business, and formulating and testing alternative strategies in order for those objectives to be achieved. We apply rigorous commercial thinking and disciplined financial analysis to our advice. Our independence ensures our advice is not compromised. Often our advice is not to undertake any transaction. If this becomes apparent to us at an early stage, so much the better.
Metropolis – Your Specialist in Proxy Fights!
A particular area of interest for Metropolis is proxy fights.
Section 249D of the Corporations Act provides to the effect that one or more shareholders, who in aggregate hold shares representing at least 5% of the votes that may be cast at a general meeting, can request the company to call a general meeting for the purpose of having considered resolutions proposed by said shareholders (known as requisitionists).
Companies in receipt of a valid request have 21 days from receipt to call the meeting, and two months from receipt to hold it.
Very often, the proposed resolutions seek to replace one or more of the company’s directors with a view to taking control of the Board, in which respect the situation is somewhat akin to a takeover (a key distinction being that shareholders don’t receive an offer for their shares).
With the Corporations Act being quite un-prescriptive as to how these transactions are conducted, there is considerable scope to put in place arrangements that can influence the outcome in your favour. Such knowledge only comes about through the experience of having undertaken transactions of this exact same type many times before.
The key point to remember is that ultimately it’s a numbers game and every single vote counts!
What We Do For You
When acting for a company in receipt of a 249D request, key tasks we undertake for you include:
- Provision of corporate/ strategic advice – After coming to a detailed understanding of your particular circumstances, we provide bespoke corporate advice and strategies, not only in relation to the 249D specifically but all aspects of the situation (advice which only a practitioner with more general M&A experience can reasonably provide)
- Project management – we liaise and work closely with all parties to the transaction – your Board, legal advisers, key shareholders, financial press, ASX, etc – to do what needs to be done for you as efficiently and effectively as possible (time is of the essence)
- Preparation of documents – we prepare your Statement of the Board/ Directors, as well as Notice of Meeting, Agenda, Explanatory Memorandum and proxy form (the latter in conjunction with your company secretary and share registry), as well as other requisite documents, where appropriate to a fairly standard template that we have designed to positively influence shareholders
- Discussions with shareholders – we speak to or meet with your larger shareholders to seek to secure their vote (for your large number of smaller shareholders, a specialist shareholder communication firm is likely a more cost-effective solution)
An often-asked question of Metropolis is…why do we need a corporate adviser as well as a legal adviser?
Legal advisers play an important role in a proxy fight situation. Their tasks include to review and respond to correspondence from the requisitionist’s legal firm, to review the Constitution of the company as it relates to the proxy fight, to confirm the validity of the meeting request, to ensure that the Notice of Meeting, including the statement of Directors, is compliant with the law, and does not expose the Directors to a defamation action, and to oversee procedures at the shareholders’ meeting.
However, legal advisers do not assist in the very aspect of the proxy fight where these battles are won and lost, that being in the critical task of the procurement of votes, and all the various tasks relating thereto.
Such tasks are best left to a corporate adviser experienced in proxy fights that has been down this path many times before.
Importantly, we get that you are busy with a company to run, and are here to make this as painless for you as possible!
Metropolis considers that, based on the Law, the overwhelming majority of its cost can be borne by the company in receipt of a requisition and not by the Directors the subject of removal. To find out why, click here.
Metropolis also assists requisitionists in launching and undertaking proxy fights. To this end, Metropolis has built a website template that can quickly be populated with text outlining the case for change and uploaded to the web.
Our Proxy Fight Experience
Metropolis’ experience in proxy fight situations dates back to 2009 when we advised the largest shareholder in Troy Resources in replacing much of the then Board. We succeeded!
Recent transactions (mainly under section 249D) include:
Years of Experience Distilled
Metropolis has solved problems for
companies like yours before
Jones Partners Advised in relation to a host of matters concerning the principal’s significant shareholding in Troy Resources Limited including acquisitions, divestments, corporate governance, capital raisings.
Skilled Group Limited Advised in relation to $50 million (approx.) acquisition of Origin Healthcare Pty Ltd.
Altan Rio Limited Provision of strategic advice and assistance in relation to capital raising initiatives.
Zero Emission Energy Plants, Inc. Assistance with capital raising initiatives.
Victoria Racing Club Advised on various confidential business development initiatives.
Royal Agricultural Society of Victoria Advised in relation to a confidential business initiative.
Country Racing Victoria Advised in relation to a host of issues including the corporate governance implications as regards the formation of Racing Victoria Limited, various gaming initiatives, media, etc.
Siddons Solarstream Pty Ltd Advised in relation to the sale of a 50% shareholding. Ongoing strategic advisory role.
Hi Fi Bar Pty Ltd Provision of strategic advice in relation to various business development initiatives.
Pilgrim Financial Group Preparation of two independent valuations.
Antares Energy Advised the company in relation to a section 249D meeting requisition.
Image Resources Advised the company in relation to a section 249D meeting requisition.
Argentina Mining Advised requisitionists that lodged a section 249D notice on the company.
Southern Gold Advised on a range of matters including M&A, capital raising and other strategic initiatives.
Altan Nevada Provision of strategic advice and assistance in relation to capital raising initiatives.
Anglo Australian Resources As Director, advised on and implemented on a range of matters including M&A, capital raising and other strategic initiatives.
Advised the company in relation to a section 249D meeting requisition.
Advised the company in relation to a section 249D meeting requisition
Recent Media
- Investec shows Troy support
- Troy duo survive dissident’s bid for board shake-up
- Troy ridicules RIM board bid
- Kasbah urged to pursue BDO over erroneous report
- Kasbah’s takeover rebels target Vladimir Iorich’s placement
- Pierpont’s lament- The rabble (those pesky investors) are taking over
- Kasbah counts cost of derailed merger
- ‘Logic error’ could force Kasbah to dump merger with AMR
- ASIC watches as shareholders challenge Kasbah’s Russian tie-up