SMS Finance

Whitehaven Coal faces scrutiny over US$4.1 billion deal amid shareholder dispute

Whitehaven Coal (ASX:WHC) is holding its annual meeting in Sydney today, with the focus on its multi-billion-dollar deal to purchase two aging Queensland coking coal mines from BHP and Mitsubishi. Shareholders are expected to question the board about the US$4.1 billion deal, which has faced opposition from London-based activist shareholder Bell Rock Capital.

Before the meeting in Sydney at 10 am, Whitehaven has alleged that Bell Rock failed to fully disclose its relevant interest in the coal miner. Whitehaven has expressed concerns about the activist investor, accusing it of “seeking to exercise control or influence” over its affairs.

Bell Rock has been vocal in opposing Whitehaven’s decision to acquire the two central Queensland coking coal mines being sold by the BHP and Mitsubishi Alliance. Whitehaven recently complained to the Takeovers Panel about Bell Rock’s level of disclosure ahead of the meeting.

In its complaint, Whitehaven claimed that Bell Rock “misled” shareholders by stating in an October 12 letter that it manages just under 5% of the miner’s stock while holding a combined equity and derivatives interest of around 11%, according to the panel statement.

The panel released a statement on Wednesday, revealing that “The Acting President of the Panel has declined to make the interim orders sought by Whitehaven. A sitting Panel has not been appointed at this stage, and no decision has been made on whether to conduct proceedings.”

In a letter to the panel on Tuesday, Whitehaven pointed out that Bell Rock’s non-compliance had become more pronounced since October 12, 2023, as Bell Rock sought to exert control or influence over Whitehaven’s affairs. This included writing to Whitehaven’s shareholders urging them to vote against certain resolutions at the annual general meeting scheduled for October 26, 2023, and launching a media campaign under the branding “Fair Shareholder Returns,” encouraging shareholders to vote against those resolutions and resolutions to elect or re-elect three directors at the annual general meeting.

Whitehaven is seeking interim orders requiring Bell Rock to disclose the derivative interests it holds in Whitehaven shares and, unless such disclosure is made, to disregard the votes cast on Whitehaven shares in which Bell Rock has a relevant interest at Whitehaven’s upcoming annual general meeting. Additionally, Whitehaven is seeking final orders for Bell Rock to lodge a notification in a form acceptable to the Panel.

Scroll to Top