Smiles puts down latest Timoney bid
Founder’s dissenters urged to desist
THE COMPANY CALLS ON MR TIMONEY AND MR CAMACHO TO RESPECT THE SHAREHOLDERS’ DECISION DELIVERED AT THE MEETING HELD ON 22 MAY 2019 AND CEASE THEIR DESTRUCTIVE, MISLEADING AND DEFAMATORY CAMPAIGN.
SMILES INCLUSIVE STATEMENT
SMILES Inclusive has rejected another attempt by the company’s ousted founder to eject the board, threatening his supporters with court actions and costs orders if they did not stop disrupting the company’s turnaround efforts.
Founder and ex-CEO Mike Timoney, with fellow shareholders John Camacho and Arthur Walsh gave another notice to the company late yesterday, calling for the removal of current chairman David Usasz and directors Tracey Penn and Peter Evans.
Mr Timoney and his supporters convincingly lost a similar bid at an extraordinary general meeting a week ago, when shareholders instead supported motions to remove Mr Timoney and his supporter and former chairman David Herlihy.
In an statement to the ASX yesterday morning, the company dismissed Mr Timoney’s demands for a second EGM and his repeated claims the vote was invalid due to unspecified “irregularities”.
“Voting was independently scrutinised by Smiles’ share registry,” it said.
“Notwithstanding the protestations of Mr Timoney and Mr Camacho as to the results of the meeting, there is no evidence whatsoever of any irregularities in the voting process conducted by Link Market Services.
“The simple fact is that very few shareholders who were not associates of Mr Timoney, Mr Herlihy or Mr Camacho voted in support of them.”
Mr Camacho said he and the other outvoted shareholders had “no option” but to launch a new bid to remove the current directors.
“To deny independent inspection at the EGM of proxies and direct votes was troubling,” he said.
“There were discrepancies in the vote count at the EGM. It is the final straw.”
The group’s statement was accompanied by a letter signed by 13 dentists, joint venture partners and shareholders.
The Smiles response said the signed letter appeared to be a duplicate of pages attached to previous requisition requests, and the company “does not consider that it has been duly executed”.
“Smiles’ board and management team need to be able to focus on improving the company’s financial and operating performance and restoring value for all shareholders,” it said.
“Any further meeting would create significant risk to the company’s ongoing viability, and particularly to its relationship with its senior financier.
“The company calls on Mr Timoney and Mr Camacho to respect the decision of shareholders delivered at the meeting held on 22 May 2019 and cease their destructive, misleading and defamatory campaign.
“If Smiles does receive a properly executed further notice, it intends to apply to the Court for an order injuncting the convening of the meeting and also seek indemnity costs from the relevant shareholders.”