THE directors of soda ash producer Penrice Soda Holdings are urging shareholders to back them as they face losing their positions in a spill vote at the end of January.
Penrice received a "second strike" after more than half of its shareholders voted against the company's pay policy and the re-election of director John Hirst at its annual general meeting (AGM) in October.
Adelaide-based Penrice concedes it is disappointed by its recent unsatisfactory financial performance.
But chairman David Trebeck and deputy chairman Andrew Fletcher have implored shareholders to re-elect them to the board and vote against nominees from minority shareholder London City Equities.
"We cannot turn back the clock, we must look to the future," Mr Trebeck and Mr Fletcher wrote in a joint letter to shareholders earlier this week.
"We, and Penrice's senior management team, remain utterly focused on the only plan that has the capacity to solve the underlying problems facing us."
London City Equities, which holds a 5.2 per cent stake in Penrice, had displayed "consistent hostility" against the company over recent years, including taking legal action and delivering regular personal insults against company representatives.
If London City Equities' three alternative candidates were elected to the board, it would constitute a takeover of the company without a formal offer being made, they said.
Board discussions would likely become dysfunctional and the current constructive relationships would be destroyed.
Mr Trebeck and Mr Fletcher said London Equities had not made one positive or forward-looking suggestion.
They plan to identify an additional director with appropriate skills and experience to replace Mr Hirst.
It comes two months after Penrice, which manufacturers and supplies soda ash, sodium bicarbonate and limestone, settled a $2.5 million insurance claim over a forced plant shutdown at its Adelaide facilities in October 2010.
Penrice will hold an extraordinary general meeting (EGM) on January 25 where it will vote on the re-election of all three directors.
New Zealand-based Securities Research Company said London City Equities had attempted to take control of the Penrice Soda board of directors in May 2009.
"An effective management takeover of Penrice Soda Holdings by London City Equities would probably not be in the best interest of shareholders," the company said in a recent research note.
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