Takeovers Panel delays Sequoia shareholder EGM

It was announced in April that a group of shareholders had been seeking to oust chief executive Garry Crole and director Kevin Pattison from the board and appoint two replacements of their suggestion in the form of Brent Jones and Peter Brook.

Jones has been the firm’s head of professional services since December 2017. He previously spent 15 years as managing director of InterPrac which was acquired by Sequoia in 2017. Brook has been chair of Diverger – which was recently acquired by Count – since December 2021, having previously been chair of Xplore Wealth in 2019.

As a result, the firm decided to hold an EGM on 4 June.

However, in May, Sequoia contacted the Australian government’s Takeovers Panel regarding alleged unethical practices by the rogue shareholders.

These allege the shareholders:

• Failed to fully disclose the identity of those who are associated with them, the nature of their association and the extent of their collective voting power in Sequoia.
• Purchased additional Sequoia shares resulting in increases in collective voting power above 20 per cent in Sequoia, under Sect 606.

The relevant shares relate to 7,448,378 Sequoia shares (5.6 per cent of the share capital) that were acquired after 31 March 2024 by or on behalf of Glennon Capital Pty, Glennon Small Companies, Cojones Pty or Vonetta Pty.

In an ASX statement on 3 June, the day before the planned EGM, Sequoia said it had not yet received a response from the Takeovers Panel.

“The Panel is still considering the application. In the meantime the Panel has requested undertakings from the parties to the application and has also requested that Sequoia delay the holding of the board vote meeting by one day. The board vote meeting will now commence at 11.00am on Wednesday, 5 June 2024,” it said.

If the resolutions are not all passed at the board vote meeting, and any resolution not passed would have been passed if the votes attached to the relevant shares had been cast in favour of that resolution, Sequoia said it would call and arrange a further general meeting no later than 5 July.

The relevant shareholders said they have undertaken to direct Sequoia in writing to disregard any exercise or purported exercise of voting rights in the relevant shares (only) in respect of any resolution for the appointment or removal of a director of Sequoia.

Later on Monday, the Takeovers Panel noted that it has accepted the undertakings from Sequoia Glennon Capital, Vonetta and Cojones, but confirmed that it has yet to make a decision.