ARA Asset Management, Australias Cromwell Property Spar Over Board Seat

A spat between an Australian property manager and a Singapore rival that’s become its biggest investor is set to intensify when shareholders meet in Brisbane on Thursday.

Australia’s Cromwell Property Group will adjust the makeup of its board at the annual general meeting, and it’s urging shareholders to vote against the election of Gary Weiss, who is backed by Singapore’s ARA Asset Management Ltd.

The nomination comes as ARA pursues a campaign to change Cromwell’s business strategy and boost the stock’s value. Cromwell argues that ARA is trying to exert control without paying for the privilege, and with a future listing in mind.

Cromwell says Weiss is conflicted because he sits on the boards of companies including Straits Trading Co., which holds shares in ARA. For its part, ARA says Weiss isn’t involved in any commercial transactions or management that would result in conflicts.

ARA first entered Cromwell’s register in May 2018 when it acquired a 19.5% stake. The group, which now has more than S$83 billion ($61 billion) in gross assets managed, has since increased its interest to just under 24%.

According to a statement by Cromwell, ARA issued a letter to shareholders recommending that the Australian company sell assets, avoid further capital raising and cease certain strategic transactions.

ARA says that it’s becoming “increasingly concerned” about aspects of Cromwell’s performance. The company’s investments in Europe, including in the Polish retail sector, have been largely destructive to shareholder value, it said in an emailed statement.

“Our focus is on ensuring the underlying performance of the Cromwell business improves, which will, in turn, maximize the value of Cromwell securities over the medium and long term,” ARA said. Cromwell, however, says its investments garnered a 38% return in the 12 months through Oct. 31.

Shares of Cromwell have climbed 25% this year after slumping almost 10% since ARA started buying the shares in May 2018 through the end of that year.

In October, ARA rejected speculation it wants to make a bid for Cromwell after buying shares that are now worth over A$770 million ($522 million).

Cromwell has said ARA, which is now one of Asia’s largest real estate fund managers, is acting for its “own strategic objectives, including a proposed future IPO, in mind.” ARA’s Group Chief Executive Officer John Lim told Reuters in September that the company is looking to re-list in the next two to three years.

A stake of over 20% allows ARA to claim Cromwell’s assets under management as its own as an associate, according to general accounting principles. Its S$83 billion of assets includes Cromwell’s.

“ARA are a competitor with their own plans in a number of the markets Cromwell operates in and have also publicly indicated an intention to list in Singapore when they reach S$100 billion funds under management,” Cromwell said in an email.

ARA declined to comment on its re-listing plans. It delisted from the Singapore stock exchange in April 2017, after being taken private by a consortium led by Lim and Warburg Pincus LLC, and joined by investors including Straits Trading.

Bloomberg