PERTH (miningweekly.com) – Dual-listed project management and operations management group DRA Global went into a trading halt on Tuesday, with the Australian Takeovers Panel declaring "unacceptable circumstances" around a management tussle within the company.

In its declaration, the Takeovers Panel pointed out conduct of senior executives Alistair Hodgkinson, Darren Naylor and James Smith, and former executive Brian Dowding, in planning operational changes to the DRA management and board composition, which included removing MD and CEO Andrew Naude and chairperson Peter Mansell.

In February, Hodgkins, Naylor and Smith, representing certain DRA shareholders called for a general meeting to have Naude and Mansell removed, and to appoint Hodgkinson, Naylor and Smith, along with Jean Nel, as directors of the company.

The Takeovers Panel stated that Hodgkinson, Naylor, Smith and Dowding, along with other DRA shareholders, had signed deeds of irrevocable undertaking, pledging to vote in favour of removing Naude and Mansell as directors, and to vote in favour of the proposed appointments.

While the call for a general meeting was withdrawn later in February, and the DRA board agreed to engage on certain proposals, including Naude’s disengagement from DRA and the appointment of an interim CEO, the board had been unaware of the voting undertakings. Once the voting undertakings came to light, the DRA board halted discussions with shareholders, noting that the voting undertakings were "support in a manner which is wholly unlawful in Australia".

The Takeovers Panel noted that Hodgkinson, Naylor and Smith in March confirmed to the DRA board that the voting undertakings had no further force and effect, and that there was no understanding between them on the composition of the DRA board of directors, or the conduct of the company.

Following this, the DRA board made temporary management changes, including standing aside the management authority of Hodgkinson, Naylor, Smith, Naude and the company’s CFO. The stood-aside executives presented the DRA board with a plan to address the differing perspectives within the senior management team, and announced the resignation of Naude as MD and CEO following a hand-over period.

Smith was tapped to take over as interim CEO.

The Panel on Tuesday determined that the market had not been adequately informed, or informed in a timely way, of the issues experienced, and that Hodgkinson, Naylor, Smith and Dowding, through their actions, had effectively increased their voting power to beyond their individual shareholding in the company. Having done so, the parties also failed to inform the market of this development.

The Panel also noted that there was insufficient material to establish that the "association" between Hodgkinson, Naylor, Smith and Dowding had ended, even accepting that the voting undertakings had ended.

The Panel is still considering orders.