Ireland’s I-RES resists activist's ‘highly unusual’ demand to pay its costs

Vision is hoping to persuade I-RES shareholders to fund the costs of its campaign against I-RES and it is seeking to put forward three nominees for appointment to the board, all of whom were previously considered and rejected by shareholders at the recent extraordinary general meeting requisitioned by Vision.

I-RES said that despite ‘significant efforts’ by the board to find a fair and reasonable basis for a settlement with Vision, including the offer of two seats on the company’s board, to prevent further disruption to its ongoing strategic review, an agreement had not been reached.

I-RES, which has a portfolio of 3,734 units valued at €1.27 bn, explained: ‘Since the EGM on 16 February the board has continued to constructively engage with Vision, seeking to address its concerns while balancing the broader interests of all the company’s shareholders. The company has in that engagement made successive constructive, good faith proposals to Vision culminating in an offer to recommend two of its nominees for appointment to the board at the AGM, subject to the parties agreeing the terms of a co-operation agreement. These discussions have not been successful to date.’

Vision has requested that I-RES use shareholders’ funds to cover a significant part of Vision’s activism costs, but this is being hotly contested.

I-RES said: ‘The board does not believe that there is any justification for the company to pay Vision’s voluntarily incurred expenses, which include costs related to the EGM at which Vision’s proposals were rejected by the company’s shareholders. The board considers this request to be highly unusual and inconsistent with good governance practice, and the board remains committed to ensuring that decisions are made in the best interests of all shareholders.’

I-RES' strategic review is exploring all options to maximise value for shareholders, it reiterated.