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ARIADNE AUSTRALIA LIMITED Proxy Solicitation & Information Statement 2017

Aug 17, 2017

64414_rns_2017-08-17_2deb29df-f11a-4092-8b25-d02a91242a75.pdf

Proxy Solicitation & Information Statement

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17 August 2017

ASX Market Announcements Australian Stock Exchange Limited

via ASX Online

ARIADNE’S RESPONSE TO ARDENT LEISURE’S STRATEGIC UPDATE

Ariadne Australia Ltd and its associates (“Ariadne”) advise that they have written to the stapled security holders of Ardent Leisure Group (ASX: AAD) in response to Ardent Leisure’s strategic update announced 14 August 2017. A copy of Ariadne’s response is attached to this notice.

Given the material nature of Ariadne’s investment in Ardent, copies of all the materials mailed to Ardent Leisure’s stapled security holders may be accessed at http://fixardent.com.au/announcements/.

Shareholders are also encouraged to visit http://www.fixardent.com.au/ for further information relating to the upcoming general meeting of Ardent Leisure Limited and our views on and strategy for Ardent.

ENDS

For further information please contact: Dr Gary Weiss Executive Director +61 2 8227 5500

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16 August 2017

Response to Recent Statements by Ardent Leisure

Dear fellow Ardent security holders,

BOARD RENEWAL AT ARDENT

The announcements on 14 August 2017 by Ardent Leisure Group ( Ardent ) of the appointment of a new nonexecutive US-based independent director (with particular experience in the theme park industry) follow from the belated recognition of the clear need to strengthen the Ardent Board to reflect a more appropriate level of relevant experience and geographic spread on the Board.

Having regard to the significance of the Main Event business to Ardent, and the poor performance of Main Event particularly over the last 18 months, the appointment of at least one experienced US-based director is long overdue.

We further note Ardent’s announcements on 14 August 2017 regarding Board renewal at Ardent.

Since our emergence as a substantial security holder, there have been changes in Ardent’s senior management, steps have finally been taken to try to address the issues arising from the clear underperformance of Main Event and, now, the recognition of the need for Board renewal.

We particularly note Ardent’s statement that at least two current directors will retire from the Ardent Board over the next 15 months.

If the Ardent Board has now committed itself to Board renewal, security holders are entitled to question why the Board resists the addition of experienced and qualified new directors committed to the future of Ardent to assist in its urgent need for rehabilitation.

Each of the candidates we have proposed for the Board – Dr Gary Weiss and Mr Kevin Seymour on behalf of Ariadne and Kayaal respectively and the independent nominees, Mr Brad Richmond and Mr Andy Hedges – has the proven skills and experience essential to help fix Ardent and seek to maximise its value for ALL security holders. The candidates are available now and restate their commitment to helping fix Ardent.

We, together with our associates, have made an investment in Ardent currently valued at approximately $100m[1] because we consider that there is a great opportunity, with the right Board and leadership in place, to improve overall performance and financial returns for security holders.

The Ardent Board has sought to question our ‘agenda’ and has asserted that we have “indicated an intention to be directly involved in the running of the business”.

We strongly object to this – we do not seek to do so nor have we ever given any indication of this.

We have been entirely transparent with our fellow security holders.

Our only purpose in seeking Board representation is to bring our experience to the table to try and deliver value for ALL Ardent security holders.

Further, we reaffirm our statement made in our letter to security holders dated 6 July 2017 that:

[We] seek no benefits or advantages to ourselves, or the companies we represent, as directors of Ardent. We have no interest or intention to be involved in any joint venture of any kind with Ardent, nor in any related-party involvement with Ardent or any of its associates ”.

It is not uncommon for large security holders with an investment of our size to be represented on the Board, so as to align the interests of the Board and security holders.

1 Based on market price of Ardent securities as at the close of 15 August 2017 of $2.05 per security and 51,116,531 securities per Ariadne Substantial Holder Notice released to the market on 10 August 2017.

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THE BEST INTERESTS OF SECURITY HOLDERS

The Ardent Board has also questioned Board cohesion should security holders elect the proposed directors to the Ardent Board.

The nominees put forward for consideration at the general meeting on 4 September 2017 are professional individuals and are committed to acting in the best interests of all security holders.

Each nominee has no intention to cause disruption or instability, but rather to provide their individual experience and professional views and perspectives within the boardroom to advance the interests of ALL Ardent security holders.

Our duty if elected - which is the duty of every Ardent director – is to act in the best interests of ALL Ardent security holders

In our view, it would be far more beneficial – for ALL security holders – for Ardent’s Board to work constructively with us to bring fresh and much needed additional skills to the Board and, importantly, introduce a material ownership perspective to the Board.

ARDENT’S STRATEGIC UPDATE IS JUST A “CONCEPT”

Our Plan to Deliver Up To $1 Billion of Additional Value (released on 25 July 2017) provided detailed financial analysis and quantified the steps needed to deliver additional value for all security holders.

Ardent has now released its own “Strategic Update”, which presents as only a “concept”.

Despite their access to detailed management information (not available in the public domain) – the Ardent Board’s concept lacked relevant financial detail and accountability.

Notably, Ardent’s concept has:

  • No quantification of potential value uplift for Ardent security holders;

  • No quantification of Main Event improvement or turnaround;

  • No quantification of the value of surplus land at Dreamworld; and

  • No quantification of corporate cost improvement.

How can the current Ardent Board be held accountable to this “Strategy Update” without such financial detail?

In comparison, we have provided detailed financial analysis and support for our plan.

This can be found at www.fixardent.com.au/announcements.

We have set out our pathway to potentially deliver up to $1 billion additional value, yet the Ardent Board has not even quantified a single dollar amount in its “Strategic Update”.

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VOTE IN FAVOUR TO STRENGTHEN THE ARDENT BOARD

We urge all security holders to help Ardent to take the necessary steps to effect change and drive value.

YOUR VOTE ON 4 SEPTEMBER IS CRITICAL

VOTE FOR CHANGE

COMPLETE AND RETURN THE ENCLOSED BLUE PROXY FORM TODAY

Further information is available at www.fixardent.com.au.

Yours sincerely,

Portfolio Services Pty Ltd

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Kayaal Pty Ltd

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Dr. Gary H. Weiss Director

_______ Mr. Kevin Seymour AM Director

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