Oliver's founder denies dissident shareholder's board offer claims

A key shareholder in turnaround hopeful Oliver's Real Food (ASX: OLI) has brought up a new twist in the company's board shake-up saga that will come to a head at a vote for new directors on 26 November.

OLI shares have rallied and edged close to 12-month highs since Oliver's chairman and founder Jason Gunn defended the company's strategy late last month, recommending shareholders vote against two new director nominations for Dr Michael Green and Kimley Wood.

The nominations were made by entities associated with Gelba Pty Ltd, which holds 18 per cent of OLI shares and is represented by Dr Michael Green's brother Martin Green in correspondence with the convenience food group.

Martin Green took umbrage with Gunn's comments and turned the dispute up a notch last week with a letter to shareholders containing fresh claims, among them the assertion that Gunn offered him a board position on 3 August.

In his letter, Green asserted he declined the offer and was unable to consider it until Gelba's lawyers received a response to governance concerns over the conversion of 20 million options for directors into shares in March.

In communication with Business News Australia, Green claimed the offer was made verbally and that he declined in writing two days later on 5 August, although due to commercial confidence he could not reveal the email.

In response Gunn flatly denied the claim.

"There have been discussions with Martin about a board seat for probably 12 months. He's felt that he had something to offer the board," Gunn said, clarifying Green had initiated the discussions.

"There is no doubt that we said we were prepared to have a discussion with him about board participation, but it never went anywhere and there was no formal offer of a board seat. There was an offer to enter a discussion about having representation on the board, which is a different thing."

In his letter to shareholders that lamented Oliver's not delivering on its promises in the 2017 prospectus nor subsequent forecasts since, Green highlighted Gunn had been in discussions with Gelba and its associates the Greggs in June for additional funding of up to $1.2 million.

Gunn confirmed to Business News Australia those discussions had taken place as Oliver's explored "a number of different funding options".

"Over about a two-week period there were discussions between Martin Green and Michael Gregg about them potentially providing a funding facility for the business, but that never eventuated either and it certainly wasn't the option that we chose to run with in the end," he said.

Green also disputed Gunn's claim that holding a meeting for the vote would be an "unnecessary waste of time and resources", emphasising Gelba had offered to pay up to $10,000 in support. But according to Gunn the issue isn't so simple.

"He says that they offered to pay $10,000 towards the cost of the meeting, and that's true," he said.

"Gelba has offered to pay $10,000 via their lawyers on 19 October, but that was well after the fact - it wasn't when they called the meeting, but two or three weeks into the process when we were already committed to spending the money.

"Most importantly, it would be completely inappropriate for us to accept their offer of paying for the meeting."

The requisitioning shareholder was also unhappy at Gunn's allegations he had been intrusive and demanding.

"He says that I falsely used the word 'demanded'. Well, when he writes you a letter saying that he wants you to immediately expand the board from four to six, that sounds like they're being pretty demanding," Gunn said.

Business News Australia