Invescos move to sought an Extraordinary General Meeting of Zee Entertainment Enterprises to remove three directors including Punit Goenka (MD and CEO) may lead to a possible change in management.
Zee's valuations have been constrained by governance concerns and structural risks. The market has ascribed negative value to ZEE5 due to a lack of confidence in the management, a report said.
Invesco, the largest shareholder of Zee with a 17.9 per cent stake, has sought an Extraordinary General Meeting to remove three directors, including Goenka ,and to appoint six independent directors. This turn of events is likely to result in an end to governance concerns, improvement in cash generation and a possible change in management, Kotak Institutional Equities said in a report.
Invesco Oppenheimer (largest shareholder of Zee with 17.9 per cent stake) has sought an Extraordinary General Meeting (EGM) to pass the following resolutions: (1) removal of Goenka, Manish Chokhani and Ashok Kurien (Independent Directors); (2) appointment of six new independent directors (Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli and Gaurav Mehta).
Chokhani and Kurien have already tendered their resignations.
"We expect the Zee Board to call an EGM within three weeks failing which investors may themselves call an EGM within three months. We note that a reconstitution of the Board as proposed by Invesco needs a majority (51 per cent votes out of the total votes) to be passed at the EGM. The promoter family owns 4 per cent of the company," the report said.
As per the report, three scenarios are possible. Change in Board followed by a change in management. This scenario assumes the appointment of a new CEO by the new Board. There is also a possibility that the new Board receives interest from strategic/financial investors to acquire a majority stake and management control.
Change in Board with continuity of management. This scenario assumes that the new Board continues with the existing management (Goenka as MD & CEO) but seeks better cash generation and tighter control on capital allocation.
Continuity of management with a new set of investors. This case assumes shareholder churn and a new set of investors/shareholders backing Goenka as MD & CEO, the report added.
(Sanjeev Sharma can be reached at Sanjeev.email@example.com)