23/02/2011 - 12:36

Entrust asks Aspen to clarify statement

23/02/2011 - 12:36

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Entrust Funds Management has called on Aspen Group to shed more light on its position in relation to a series of recommendations the group put to its shareholders earlier this week.

Entrust Funds Management has called on Aspen Group to shed more light on its position in relation to a series of recommendations the group put to its shareholders earlier this week.

Aspen wrote to shareholders on Monday to announce a meeting would be held March 24, where securityholders will vote on the fate of the incumbent board, including chairman Reg Gillard, managing director Gavin Hawkins and director Terry Budge.

The board, excluding director Seng Fai Chan, are subject to a removal resolution launched by Entrust and former managing director Angelo Del Borello, who collectively hold 7.8 per cent of the group.

Entrust is seeking to replace the incumbent directors with its managing director David Franklyn, Mr Del Borello and Richard Colless.

Aspen's documentation included statements from the affected directors, and independent non-executive director Frank Zipfinger, that recommended shareholders to vote against the board changes proposed by Entrust.

Mr Chan's position of support for the proposed board changes had not been prominently communicated to Aspen shareholders, Entrust said.

Entrust managing director David Franklyn said he believed Mr Chan's view on the proposed changes was the "most relevant recommendation for investors to consider".

"Aspen should correct the record immediately, especially given that Aspen Group previously had to retract an earlier statement relating to Mr Chan's position in respect to the proposed board changes," Mr Franklyn said.

Entrust said it was also concerned the letter failed to disclose the personal interests of the directors subject to possible removal, which Entrust believes is relevant to the weight investors should attach to their individual recommendations.

Aspen's 2010 annual report indicated Mr Gillard and Mr Budge received non-executive director fees for the financial year of $196,200 and $107,910, respectively, while Mr Hawkins received an annual salary of $931,950.

"Entrust believes that the interests of each of Messrs Gillard, Hawkins and Budge are not insignificant and should be disclosed to enable all Apen Group securityholders to assess the weight to be attached to their recommendations," the fund manager said.

Finally, Entrust said that Aspen's letter incorrectly reported that the recently appointed Mr Zipfinger recommended shareholders to vote against removing Messrs Gillard, Hawkins and Budge.

"Mr Zipfinger's own personal statement contained in the meeting documentation contradicts that statement by stating that Mr Zipfinger makes no comment whatsoever on the resolutions affecting the people nominated for election to the Aspen Board - Richard Colless, Angelo Del Borrello and David Franklyn," a statement released by Entrust said.

Mr Zipfinger's letter did, however, state that he thought it was not in the best interests of Aspen or its shareholders for the incumbent directors to be removed.

Mr Zipfinger declined to comment on Entrust's resolution for his own removal.

A spokesperson for Aspen said they believed Entrust's statement contained "nothing of substance".

"Mr Zipfinger is clearly in favour of the incumbent directors remaining in office and that Mr Chan is in favour of all the resolutions of the meeting," the spokesperson said.

"Directors fees and salary information is of course available to all shareholders through publically available information.

"In our view it is more interesting what Mr Del Borrello and Entrust didn't respond to from the notice of meeting we issued yesterday rather than what they did.

"Apart from making broad assertions, which the Aspen Group refutes, Mr Del Borrello and Entrust should provide some actual detail regarding their proposed strategy. To date, and for whatever reason, they have been very reluctant to do this."

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