M&B goes to Takeover Panel over Lewis move

Managed pub group Mitchells & Butlers (M&B) has approached the Takeover Panel over what it says is evidence that certain shareholders are seeking to exert control of the business "at the expense of others".

Weekend press reports suggested that major M&B shareholder Joe Lewis, the billionaire property tycoon, had effectively vetoed the appointment of ex-Asda boss Archie Norman as the pub group's new chairman.

The reports also suggested that in some quarters Lewis, who owns nearly 23 per cent of M&B after buying Robert Tchenguiz's stake in the group last year, was being seen as wishing to take over the company by stealth.

In a tersely worded statement M&B said it noted press speculation regarding "the increasingly difficult relationship between the board and a small number of its largest shareholders".

M&B said: "In particular, the majority of the board would like to bring to shareholders' attention two actions by a shareholder representative of Piedmont Inc [Lewis' company] which together could potentially undermine the independence and effectiveness of the board.

The pub group said the first action taken was the frustration of the appointment of an independent chairman to replace Drummond Hall, who has made public his intention to step down.

"The nomination committee of the board put forward three independent candidates for election to the position of chairman, all of whom were vetoed at the final stage by a nominated representative of Piedmont who had been involved in the process from its beginning as a member of the nomination committee.

"The second action was requesting the resignation of the Senior Independent Director, Simon Laffin, advising him that if he did not, a small number of large shareholders would vote against his election at the January 2010 AGM."

M&B said it had approached the Takeover Panel and would be making its own submission concerning what it called "the cumulative evidence that a number of shareholders have been seeking to gain control of the board and of the company to advance the interests of a small group of shareholders at the expense of others".

The group said "the majority" of its board was working to strengthen it through "further indepdendent appointments" and was "urgerntly" trying to identify an independent candidate to succeed Hall.

The latest investor row will be a blow to M&B, which will have thought it had put its shareholder woes behind it after Tchenguiz sold his stake in the wake of his own financial difficulties.

An aborted property joint venture with Tchenguiz cost M&B hundreds of millions of pounds last year and led, eventually, to the resignation of long-time chief executive Tim Clarke.