It has accused the company of poor operational performance, increased complexity, erratic strategy and discriminating against ARA.
Because of that alleged performance, ARA is attempting a $520 million partial takeover to gain two seats on the board of Cromwell.
In a letter to shareholders within its supplementary bidders statement today, ARA said despite Cromwell’s poor operational performance, corporate costs had ballooned by 48.3 per cent between 2018 to 2019 while chief executive Paul Weightman’s pay increased by 34.1 per cent.
“The lack of concern for security holder interests has become increasingly evident, following Cromwell hosting 135 people at the 2019 Rugby World Cup in Japan,” the letter to shareholders said.
“It is not surprising that we are yet to see any announcement around reductions in compensation of Cromwell’s management team or the Board, that have been prevalent amongst many of Cromwell’s ASX listed peers during COVID-19.”
ARA also accused Cromwell of understating the fall in value of its Polish retail property fund which it disclosed in June had fallen 5.3 per cent.
ARA said the relatively small decline was at odds with the significant declines in the security prices of other real estate investment trusts that were exposed to Polish retail assets.
“Given movements in retail property portfolios and security prices, we consider the indicative reduction of just 5.3 per cent in the value of the Cromwell Polish Retail Fund to be materially understated and therefore Cromwell’s estimated pro forma net tangible assets to be lacking in credibility,” ARA said.
“The actions outlined … have significantly increased the complexity of the business, at a time when simplicity of purpose and clarity of strategy is critical.
“Our concerns continue to be ignored by the Cromwell Board.
“Cromwell has continued to discriminate against the ARA Group and display antagonistic behaviour, despite the Cromwell board’s clear fiduciary obligation to represent the best interests of all security holders, including those who may be critical of Cromwell’s recent performance and strategy.
“Examples of this behavior include Cromwell’s intentional exclusion of the ARA Group from the $375 million institutional placement undertaken by Cromwell in June/July 2019 and refusal to allow ARA to participate in Cromwell’s dividend reinvestment plan.”
Cromwell responded by saying this was ARA’s third attempt to force a shake up of the board and Gary Weiss was rejected as a director five months ago as well as at the November AGM.
“At both meetings, Cromwell security holders voted against the resolution to elect ARA’s nominated director Gary Weiss,” the company said.
“ARA’s intention to seize control of Cromwell has been revealed and, just as Cromwell has stated all along, ARA’s intentions equate to a takeover by stealth via a hostile and opportunistic proportional offer that undervalues Cromwell and denies Cromwell security holders the ability to realise their full investment in Cromwell and the control premium to which they are entitled to receive for handing effective control of Cromwell to ARA.
“Cromwell does not believe ARA’s actions are in anyone’s interests except its own. Cromwell security holders should ignore all proportional takeover documents from ARA and take no action.”