Bellamy's comes out swinging in fight with dissidents

Shares in troubled infant milk formula group Bellamy's Australia tumbled to new long-term lows on Thursday as directors ratcheted up their criticism of dissident shareholders who are seeking board control, as the company pursues plans aimed at reviving its fortunes.

The shares fell another 2.5 per cent to a new long-term closing low of $3.93, falling below the $4 mark for the first time since mid-2015, as the board of the troubled company issued a detailed letter to shareholders arguing against proposed moves to unset the board.

One of Bellamy's co-founders, Jan Cameron who is better known as a co-founder of the Kathmandu retailing chain, has petitioned for a shareholder meeting to be held to consider ousting the four independent directors from the Bellamy's board. The meeting is to be held on February 27 in Melbourne.

Ms Cameron has claimed that shareholders with as much as 35 per cent of Bellamy's capital under their control want to unseat the board, although a large portion of this would appear to be held by the Black Prince Private Foundation which has 14.4 per cent of the capital.

In a strongly worded statement to shareholders, Bellamy's said its board "unanimously recommends" shareholders vote against the proposal as the dissident shareholders have not advanced any strategy or plan for Bellamy's, three of the four nominees the dissidents have put forward to join Bellamy's board have no experience as directors of a public company, while the ultimate controller and intentions of the Black Prince Private Foundation is unclear.

The Black Prince Private Foundation would appear to be controlled by Ms Cameron since a separate foundation she and another of the nominees put forward by the dissident shareholders, Rodd Peters, are both directors of, the Elsie Cameron Foundation, receives all of the dividends and other proceeds that flow to the Black Prince Private Foundation, the Bellamy's board said.

Unable to ascertain definitively who controls the Black Prince, the Bellamy's board said in the letter to shareholders it "has concerns that the interests of its shareholders, as a whole, may not be best served by having four Black Prince nominees join the board".

Bellamy's also said it has concerns about the nomination of Ms Cameron as an independent director of the company given there is the expectation the Black Prince Foundation would act in the interests of the Elsie Cameron Foundation, which may be masking the true extent of Ms Cameron's shareholding in Bellamy's.

Ms Cameron publicly claims to hold 2 per cent of Bellamy's capital, although her control over the holding held in the name of the Black Prince Private Foundation is unclear even though she is a beneficiary via her directorship of the Elsie Cameron Foundation.