Findel one step closer to blocking Sports Direct's plan to shake up board, as shareholderse Toscafund, Schroders and River & Mercantile agree to vote against resolution

Catherine Neilan
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Mike Ashley's company bought 19 per cent in Findel back in September (Source: Getty)

At least three of Findel's major shareholders have said they will vote against a resolution that would put a Sports Direct-nominated director on the company board, taking the total number of votes expected to go against the move to nearly 44 per cent.

Sports Direct (SDI) took a 19 per cent stake in the company, which owns replica club shirts business Kitbag, back in September. Now the retailer, majority owned by founder Mike Ashley, is seeking to appoint Benjamin William Gardener as a non-executive director.

An extraordinary general meeting has been called for 21 December, but the board has called on shareholders to block the resolution by "unanimous recommendation". Toscafund, Schroders and River & Mercantile have confirmed they will vote against the move.

Combined, their shareholding totals 43.9 per cent.

The board has several reasons for doing so, noting that the move came "without any prior consultation", and warning that Gardener's addition to the board "would compromise the independence of the board and would provide information and voice to one shareholder in preference to other shareholders".

It also noted that Kitbag was in "direct competition" with Sports Direct - which was interested in some of the company's assets. Findel also argues that Gardener "lacks the qualifications" to be a director of a listed company.

"It is not appropriate to appoint an SDI nominee director to the board given SDI's commercial interests in the company's business," the board also claims. "The most appropriate way for SDI to gain control of the company's capabilities is to make a fair offer for the whole company. Were SDI to purchase the company from shareholders, it could make appointments to the board and control the company's business.

"Until such control is acquired, and having regard to SDI's strong commercial interests in the company's operational capabilities, it is not in the interests of shareholders (other than SDI) for SDI to have a nominee director on the board."

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