Custos seeks Johnston Press shareholder meeting for board shake-up

Custos was forced to delay a call for a general meeting after discovering a clause in a bondholder deal that hindered its attempt to oust the newspaper publisher’s top management, The Telegraph reported in October.

Newspaper publisher Johnston Press Plc said it received a letter from its biggest shareholder and activist investor Custos Group, demanding a shareholder meeting for the removal of interim Chairman Camilla Rhodes.

Custos had lined up four directors to be nominated to the board before finding out in October that it would not be possible to proceed due to a so-called “dead hand proxy put”.

Ager-Hanssen said at the time that they were considering all options and that the board or the CEO had not done anything to build up Johnston Press.

Custos Group, run by fund manager Christen Ager-Hanssen, has sought resolutions to remove Michael Butterworth also as director and proposed that Alexander Salmond and Steve Auckland be appointed as non-executive directors, Johnston Press said on Tuesday.

Custos has also sought to remove any person appointed as a director of the company since Nov. 6. The investor owns a 20.22 percent stake in Johnston Press, according to Thomson Reuters data.

Johnston Press said it was consulting with its advisers and will update its shareholders with regard to the timing of the general meeting in due course.

The call for changes to Johnston Press board comes at a time when newspaper industry is hit by the migration of advertisers to online platforms, forcing print publishers, such as Trinity Mirror and Daily Mail and General Trust, to cut costs drastically.

Last week, shareholder Crystal Amber Fund cut its stake in Johnston Press to 10.48 percent from 18.15 percent.

Johnston Press has also been undergoing a strategic review to assess financing options available in relation to its 220 million pound ($289.39 million) senior notes which become due for repayment on June 1, 2019.

The stock was up nearly 3 percent in morning trading on the London Stock Exchange.

($1 = 0.7602 pounds)

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