Ohanessian, representing a group of shareholders collectively holding more than 17% of the company, notified his former employer on 15 March that he wanted to arrange a general meeting.
His intention is to remove Camm, Andre Carstens, Peter Hamler, and Robert Edgley as directors of Praemium, along with anybody appointed as a director on or after 14 March.
Shareholder letter
On Wednesday, Camm confirmed to shareholders that Ohanessian’s request “appears to be in compliance with the law” and a formal notice will be issued within the next week or so, with the meeting held by the second week of May 2017 at the latest.
Ohanessian’s contract was terminated on 22 February, with the company saying a chief executive with a different skillset was needed to lead the company during its next growth phase.
Camm wrote to shareholders: “The resolution to be put to the meeting will, if passed, have the effect of removing the current directors and replacing them with three new directors. There have been statements in the media that the requisitioning shareholders want Mr Ohanessian to return to his former role as chief executive officer of the company.”
He added that the board’s decision to terminate Ohanessian’s contract four weeks ago, was “not a hasty decision and it was certainly not taken lightly”.
“The board had carefully considered Mr Ohanessian’s continued employment and ultimately the directors felt they could not properly discharge their duties while Mr Ohanessian remained CEO.”
Replacement
Ohanessian was briefly replaced as chief executive by Camm, who joined Praemium in November 2016, until Robert De Luca was appointed to the role, on an interim basis, on 6 March.
“We have concluded that Mr De Luca would make an outstanding permanent chief executive for the company,” Camm wrote, adding that other candidates had been interviewed.
“A dilemma your board faces is that should we permanently appoint Mr De Luca now, and subsequently are removed as directors at the general meeting, Mr De Luca will likely be dismissed by the incoming board to make way for Mr Ohanessian’s return.
“This would be costly for the company, and your board does not wish to expose Mr De Luca to this risk, nor our shareholders to the risk of this cost,” Camm added.
De Luca will remain interim chief executive of Praemium until the meeting and, subject to its outcome, will be appointed to the role on a permanent basis.
