TPG board avoids second strike and spill

TPG looks to have avoided a second strike and the threat of a board spill after 94 percent of proxy votes were cast in favour of its remuneration report.

TPG looks to have avoided a second strike and the threat of a board spill after a large majority of proxy votes were cast in favour of its remuneration report.

TPG says nearly 94 percent of proxy votes were cast in favour of the report, which was up for approval at its annual general meeting on Wednesday.

Shareholders delivered a first strike against TPG last year, and the Australian Shareholders' Association had said it would vote for a board spill this year in an attempt to force the company to introduce new blood.

A representative from the organisation criticised the company for being one of only two companies on the ASX100 to have an all-male board.

He told the AGM that there had been "very little refreshment" since the addition of Shane Teoh, the son of executive chairman and CEO David Teoh, in 2012.

"We believe that board renewal provides a company with some fresh ideas that avoids a groupthink, and it also enables a board to jettison failed concepts," the ASA representative said.

David Teoh made no reference to the planned protest from ASA in his opening address to the meeting, instead hailing the planned merger with mobile giant Vodafone Australia and the company's long-term growth strategies.

"We delivered a 10th consecutive year of underlying revenue, EBITDA, and NPAT growth," he said.

"Your board is immensely proud of what our group has achieved over the past decade as we have firmly established TPG as a leading challenger telecommunications company with the second largest fixed broadband customer base in Australia."

Teoh praised the deal announced in August to merge TPG and Vodafone Australia, with the new company to retain TPG's name and have current Vodafone chief Inaki Berroeta serve as CEO and Teoh serve as chair.

The combined company is projected to have revenue of AU$6 billion, earnings before interest, tax, depreciation, and amortisation (EBITDA) of AU$1.8 billion, and have an operating free cash flow of AU$900 million.

50.1 percent of company will be owned by Vodafone Australia shareholders and 49.9 percent by TPG shareholders, with the two companies to form a joint venture ahead of the upcoming 3.6GHz spectrum auction to join forces in bidding for 5G spectrum holdings -- a venture the companies said would continue whether the merger proceeds or not.

"The merger will create a more effective challenger to Telstra and Optus, with an integrated fixed and mobile offering and a pro forma enterprise value of approximately AU$15 billion," the pair said in a statement at the time.

The TPG chief said later that month that the new company would be very aggresgive.

"With the merger of the two companies, I think we are going to be a leading challenger, and we are going to be very aggressive; we are going to bring value to the consumer," Teoh said.

"It could be much better [than AU$9.99] ... if you bundle [fixed] with the mobile, it could be even better, who knows. We want to create value propositions for our customer base and for the consumer. The market is massive, massive, the opportunity is massive."

For its full-year financial results announced in September, TPG said net profit was down by 4.3 percent, from AU$414 million to AU$397 million, while revenue remained stagnant at almost AU$2.5 billion for the year. EBITDA fell by 5.6 percent to AU$841 million, with net debt of AU$1.27 billion as of July 31.

TPG currently wholesales Vodafone's 4G network under a AU$1 billion deal that also involved TPG building out a 4,000-kilometre fibre network to allow Vodafone to launch its fixed-line NBN offerings.

With AAP

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