Analysts agree that today's announcement from Minerva setting a date for an EGM and disclosing debt details is a good step forward.
The date of the EGM has now been set for 8 September.
Majority shareholder KiFin, the investment vehicle of South African investor Nathan Kirsch which owns 29.9% of Minerva, last month called for an extraordinary meeting to vote on its proposals for the removal of chief executive Salmaan Hasan and chairman Oliver Whitehead. It also called for additional disclosure regarding the refinancing of its debt that Minerva completed last year.
In its analysis of today's announcement, broker JPMorgan Cazenove says it doesn't buy KiFin's claims that it does not want to take over Minerva.
Here's what they say: "Minerva announces General Meeting to vote on KiFin resolutions: Minerva has released a statement announcing a General Meeting on 8-Sept and additional disclosure relating to financing and the Lancaster Gate profit share - we take away the following: 1) Minerva's main argument appears to be that KiFin wants control of the company; based on history (the 50p bid last year and attempted removal of CEO and Chairman) this looks to be the case, although KiFin has stressed several times it is not interested in control; 2) We welcome the increased disclosure, although we believe these details could have been provided at an earlier stage. Overall conclusion, in the interests of shareholders we believe this issue needs to be resolved.
The Control Resolutions, include the removal of Oliver Whitehead as Chairman and Salmaan Hasan as Chief Exec and the appointment of two KiFin nominees. Minerva argues that the replacement of the Chairman and Chief Exec with KiFin representatives "would be a significant step towards KiFin gaining effective control of the company."
The Disclosure Resolution relates to information KiFin feels should be provided to all shareholders, including changes to the security package to the company's lending banks and the profit share with Northacre. This morning Minerva disclosed additional information: *Additional security has been agreed: for future interest payments and certain financing costs in respect of The Walbrook and St Botolphs in the form of capped charges on Minerva's share of future dividends from Lancaster Gate and a similar capped charge at Westerhill Road in Scotland. The board estimates the maximum liability secured by the additional security equates to £37m, *Exit Fees due when loans are fully repaid, 1.35% capped charge on the £275m total facility at the Walbrook and at St Botolphs there is a 10% max fee (and £0.5m min fee) on the net profit of the development after settling all outstanding obligations of the borrower.*Leasing Milestones, requires the leasing of less than two thirds of space at the respective buildings by the end of the 2012 financial year.*Lancaster Gate Profit Share, Minerva earn profits based on the following sliding scale: profit up to 10% of project costs: 95%, profits between 10-15% of project costs: 80%, profits between 15-20% of project costs: 60%, profits above 20% of project costs: 50%."