A three-party alliance led by activist fund KCGI is considering submitting a shareholder proposal to Hanjin KAL after losing ground in the battle with chairman Cho Won-tae for control of the company, according to industry sources.
Hanjin KAL’s annual shareholders meeting will be held later next month, and the alliance, which consists of KCGI, Bando Engineering & Construction and the chairman’s sister Cho Hyun-ah, has about 10 days to submit a shareholder proposal.
Alliance members are still debating what approach to take and may ultimately decide to scrap the shareholder plan, according to sources. But even if they go ahead, many believe it is unlikely they will propose anything like the overhaul of the board of directors that they demanded a year ago, given the alliance’s reduced voting power.
Their combined stake in Hanjin KAL fell from 46.71% to 41.84% in November, when the firm issued 500 billion won ($447.3 million) of new shares to Korea Development Bank (KDB), which will use the proceeds for the acquisition of Asiana Airlines. The alliance filed for an injunction to stop the share issue but was unsuccessful.
“Dilution as a result of the new share issue dealt a blow to the three-party alliance,” said an industry insider. “It does not have many options to push back.”
The most likely move by the alliance will be to try to replace an audit committee member in the company’s board with one of its choices, an unnamed source with knowledge of the alliance’s plans said. The recent amendment of the Commercial Act limits each shareholder’s voting power to 3% when selecting audit committee members, which means that no proxy fight is needed to win a seat.
However, the alliance could be at odds with KDB, now Hanjin KAL’s third largest shareholder. The state-run bank injected money on multiple conditions, including a stipulation that it name three outside directors and members of the audit committee.
Additional purchases of Hanjin KAL shares by the alliance are unlikely for now, industry watchers said, as cash of about 400 billion won would be needed to build its stake so that it became the largest shareholder in the company. Hanjin KAL’s outstanding shares have also been significantly reduced in recent months.
“It will be a burden (for KCGI) to raise funds to increase its stake,” said another industry insider. “Restarting the battle over voting power is much less realistic.” (Reporting by Ik-hwan Choi)