KEY POINTS:
Todd Energy, owned by New Zealand's richest family, has forced two of King Country Energy's independent directors off the board after they successfully opposed Todd's attempted takeover of the electricity generator and retailer.
Minutes before King Country Energy's Tuesday annual meeting, at which chairman Tony Palmer and deputy Jeremy Stubbs were up for reappointment, Todd Energy chief executive Richard Tweedie - one of two Todd directors on the board - told them he would be seeking a poll on their reappointment rather than the customary show of hands.
Not expecting a poll, Palmer and Stubbs had not sought supporting proxies from the company's shareholders.
Palmer said he would resign from the board, and Stubbs was duly voted off.
Stubbs said "ambushed" was a good way of describing what Todd had done to him and Palmer; "shafted would be another".
But Tweedie said the last-minute decision to request a poll on Palmer and Stubbs' re-appointment was not a significant issue.
"Everyone had the right to vote, and those that wanted to did so.
"My clear impression was everyone was satisfied."
Todd Energy is King Country Energy's largest shareholder, with 35 per cent, followed by the King Country Electric Power Trust with just under 20 per cent.
The balance is held by more than 8600 small shareholders, many of whom live in the King Country.
Todd Energy has made two unsuccessful bids for 50.1 per cent control of King Country Energy in recent months.
Both were opposed by Palmer, Stubbs, a third independent director Gordon Gower and the trust.
Stubbs said he, Palmer and Gower had opposed the first offer because it was too low, and the second because it would have left small shareholders with unmarketable small parcels of shares.
Stubbs believed he and Palmer were forced out for opposing the takeover.
"This is straight out utu, nothing more or less than revenge."
But Tweedie said Todd had acted to create a board vacancy for the trust.
The trust was a significant shareholder and effectively represented the King Country community, so "that made absolute sense".
"At the meeting it was clearly said to the trust, the invitation is now there to appoint a director forthwith."
But trust acting chairman Michael Turner said Todd had no mandate from it to force Palmer and Stubbs out.
The trust regarded them as sound, competent directors and had not had any formal discussions with Todd about replacing them.
King Country Energy shares last traded at $4.85 on the Unlisted market.
King Country Energy
* 19,000 retail customers
* Sells 220 GWH (gigawatt hours) of power annually of which it generates 55 per cent itself in four small hydro electric stations.
* Posted a full year net profit of $4.67 million last year.
* Has a market cap of $90 million.
