Heating up Nicely18 Oct 2017 23:24
A battle for control of the publisher of The Scotsman and i newspapers will be ignited this week when a top shareholder unveils a plan to unseat the majority of its board - including its chief executive and finance director.
Sky News has learnt that Custos, which owns 12.6% of Johnston Press, will write to its board to demand an extraordinary general meeting at which it will seek to oust Ashley Highfield, the CEO, and David King, chief financial officer.
Christen Ager-Hanssen, who runs Custos, will also propose to replace three of the company's non-executive directors, including Camilla Rhodes, the interim chairman.
Under Mr Ager-Hanssen's plan, only Johnston Press's company secretary and one of its existing non-executives would remain on the board.
In their place, the Norwegian businessman plans to nominate himself as chairman; Steve Auckland, the former Metro and Local World chief; Ash Pournouri, a music industry executive; and Michael Nouril, a partner at the law firm Mishcon de Reya.
Mr Ager-Hanssen's plan represents an attempt to stage an audacious coup at the company behind some of Britain's best-known newspaper brands - but which has severely underperformed in a fast-changing media industry.
Speaking to Sky News on Wednesday night, Mr Ager-Hanssen pledged that if his campaign to replace Johnston Press's board was successful, he would "make sure that the only reward the new board will have is directly linked to the creation of significant incremental shareholder value".
Custos's chances of ousting the current slate of directors are strong, particularly if Johnston Press's biggest shareholder throws its weight behind the putsch.
Insiders said on Wednesday that Crystal Amber, which owns 18% of the publisher, was likely to support Mr Ager-Hanssen.
The Norwegian tycoon, who owns Sweden's Metro freesheet, is preparing to approach other leading investors to garner their support.
He said last week that a 2019 deadline for refinancing Johnston Press's bonds was "hanging over [board members] like the sword of Damocles".
"The answer to a successful debt refinancing lies in a successful equity story," he said.
"In its fear, the board seems to have forgotten this, and as such has put the interests of shareholders behind.
"Rather than a strategic review of the refinancing or organising ad hoc bondholder committees, what Johnston Press needs is a radical shake-up of its business model - and that is what I will do.
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