Agria gives up bid to wrest control of PGW board

The listed rural trader says it has been told by Agria (Singapore) Pte Ltd that it has withdrawn its notice issued on February 8 2024, requesting that a special shareholders meeting be convened to consider several proposed director changes.

“The PGW board welcomes this development and has determined that preparations for the proposed special meeting will now not be needed,” PGW told the NZ Stock Exchange this morning.

“Agria and the PGW board have determined that the current composition and the majority of the membership of the board continue to have an appropriate balance of expertise, skills, and independence.”

Agria holds 44.3% stake in PGW and appoints two directors on the six-member board.

However, in February Agria wrote to PGW seeking a special meeting to remove three independent directors – Gary Moore, Sarah Brown and Charlotte Severne and replace them with former chair and Agria founder Alan Lai, Vena Crawley and Traci Houpapa. The fourth independent director  - Meng Foon’s board membership isn’t affected.

The PGW board responded by appointing Moore as chair, replacing Agria representative U Kean Seng, who had been acting chair. The PGW board said that “it is in the best interests of the company to have a New Zealand resident chair to work closely with the senior management team to continue to drive the business forward”.

Agria’s call for a special meeting was dealt a severe blow earlier this month when the NZ Shareholders Association waded in and said that changes sought by Agria would have a detrimental effect on future outcomes for smaller PGW shareholders.

It also urged its members, who own shares in PGW, to vote against Agria’s proposal.

“We believe the proposals will reduce board independence,” the association stated.

“The proposed directors will have been nominated by Agria and would likely serve on the board under the ongoing patronage of Agria. Shareholders have been given no reason for the proposed board changes. While PGW is currently enduring a cyclical downturn, NZSA retains confidence in most of the current independent directors on the board.”