UPDATE 1-Hedge fund to force shareholder vote on Nexans CEO

Tue Apr 15, 2014 10:56am EDT

Related Topics

* Amber wants to split chairman and CEO functions

* Nexans shares down 44 pct in three years

* Company said in February it would not pay dividend

* Nexans one of most shorted stocks on French bourse (Adds background, detail)

By Andrew Callus and Blaise Robinson

PARIS, April 15 (Reuters) - Nexans shareholder Amber Capital said it plans to force a vote on a resolution to push Chairman and Chief Executive Frederic Vincent off the board at the cable maker's annual shareholder meeting on May 15.

Nexans made a loss in 2013 and skipped its dividend for the year after being forced to raise new share capital in October, blaming a lack of growth in Europe and industry overcapacity.

Hedge fund Amber, which has a 5.5 percent stake in Nexans and is the Paris-listed company's fourth-largest shareholder, knows it has little chance of success but plans to submit the resolution on Tuesday in protest against what it sees as poor performance since Vincent took the helm in 2009, Amber managing partner Olivier Fortesa told Reuters.

The resolution will be based on an Oct. 31 request from Amber to split the chairman and CEO functions, in line with U.S. and British corporate governance norms, Fortesa said. That request was denied two weeks later.

"The worsening of the (performance) situation, which has accelerated over the course of recent months, is very worrying and requires urgent action," a draft of the resolution sent to Reuters said.

A Nexans spokeswoman said: "These issues will be dealt with at the AGM and management has no comment to make at this stage".

Shareholders have the power to vote Vincent off the board and thereby end his reign as chairman, though only the board itself has the power to remove him as CEO.

Fortesa said a performance gap between Nexans and its main competitor Prysmian "has been widening year after year".

Nexans stock has slid by about 44 percent in the past three years, while Prysmian is up 13 percent in the same time and the STOXX Europe 600 index is up 16 percent.

CHILE CONNECTION

Nexans' dominant shareholder with 28 percent is Invexans, a holding company run as a separate business from the 70-year-old Chilean copper goods business Madeco, where it has its roots, and which in turn is controlled by the Chilean Luksic family's Quinenco.

Madeco became an 8.9 percent shareholder in 2008 when it sold its own cables division to Nexans.

Under a shareholder agreement amended in 2012, Invexans has built its stake to 28 percent and can propose three board members. The agreement commits Invexans to a lock-up agreement where it must hold at least 25 percent of Nexans until Nov. 26, 2015, and not more than 28 percent.

The second- and third-largest shareholdings in Nexans belong to Manning & Napier Advisors, a U.S. value fund, and BPI, the French government investment vehicle, both with just under 8 percent. BPI bought its stake in 2009 to "stabilise and reinforce" the company's shareholder base.

Nexans said in February it would not pay a dividend for 2013 when restructuring and impairment charges led to a net loss.

Prysmian shares offer a dividend yield of 2.5 percent, while companies listed in the STOXX Europe industrials index trade on average at a dividend yield of 2.7 percent, according to Thomson Reuters Datastream data.

Other valuation ratios also show Nexans has been underperforming, with a return on equity (ROE) ratio of -19.9 and price-to-book (P/B) ratio at 0.7, according to Datastream.

Prysmian offers a ROE of 13.2 and has a P/B of 3.5. STOXX industrials trade at 2.8 times book value on average.

Both businesses are about the development, design, production, supply and installation of cables, mainly to the energy and telecom sectors.

Nexans stock is also in the crosshairs of a number of hedge funds betting on losses in the shares. According to data from Markit, about 5.8 percent of Nexans' outstanding shares are on loan, one of the most shorted stocks on the French bourse.

Short selling, popular with hedge funds, involves selling borrowed shares in the hope of buying them back more cheaply later and pocketing the difference. Short sellers usually target shares in struggling companies underperforming their sectors. (Editing by James Regan and Tom Pfeiffer)

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