Two Kiwis, John Maasland and John Harvey, were among the five directors who walked on Monday after their jobs were made untenable by the decision by the two major shareholders - Ireland's INM and Sydney-based Allan Gray - to oppose the independent directors' plans to announce a reputed A$100 million capital raising along with tomorrow's announcement of APN's annual results.
APN said INM and Allan Gray - together representing about 51 per cent of APN's shares - had "unequivocally" indicated that they were opposed to a capital raising.
The upshot of the weekend-long board siege was the walkout by five directors.
APN has already announced it is in the market for a new chief executive to replace Australian Brett Chenoweth, who was brutally dumped after INM essentially dealt to him by announcing last Thursday evening (Irish time) that it had lost faith in his "ability to implement the strategic initiatives necessary to reposition the company for the more challenged media landscape that has emerged in Australasia".
Speculation late yesterday suggested INM's own chief executive, Vincent Crowley, might be parachuted into Australia to take up the reins at APN again - a job he left a decade ago.
One of APN's existing non-executive directors, Peter Cosgrove, last night stepped up to take the place of corporate advisory specialist Peter Hunt, the Australian chairman who was forced out after just months in a job where his appointment had been heralded to the market as a move which would introduce more independence to the board - a step INM had promoted and supported.
Cosgrove has long experience with APN and can be expected to play a straight hand.
When APN's search team heads out to recruit replacement directors they must ensure they thoroughly canvass the talent on this side of the Tasman, not just Australia.
Maasland has long championed the New Zealand business. He became chief executive of Wilson & Horton after its managing director Michael Horton stepped down when the Irish company bought a controlling stake in the company.
He later chaired Wilson & Horton, then took up a board position when APN acquired the New Zealand company. Importantly, he has been a strong advocate for the New Zealand companies in the APN stable.
Harvey is a former chief executive and partner of PwC, which advised Wilson & Horton and APN.
Not only have they been a New Zealand voice on the board but they have supported the company's priorities within this country, supported key executives and fielded the usual backwash from politicians when there is vigorous reporting of their activities.
When former INM chairman Sir Anthony O'Reilly led the acquisition of the key Wilson & Horton stake in the late 1990s, he assured the New Zealand political firmament that the foreign owners would be good corporate players.
It is important that if the New Zealand assets do change hands they go to good owners who will also cherish media values.
Australian media reported yesterday that APN's Brisbane printing facilities may end up in a joint venture with News Ltd.
Clear Channel Communications, APN's joint owner of ARN, is an obvious buyer. The outdoor advertising operations might also be realised.
But these are simply future possibilities.
Where the Irish (with support from Allan Gray) want to position APN is the key factor in its immediate future.
INM statements suggest a greater emphasis on driving increased performance from the existing APN companies, making appropriate investments and forming a compelling digital strategy.
APN's share price dived yesterday once the trading halt was lifted , falling 13.3 per cent. Analysts pick a bottom-line loss of A$287.5 million when the results are unveiled.
INM has been rewarded with a 5.6 per cent gain in its share price to €0.0338.
It has found a buyer for its South African operations which will release some of the pressure. And it is understood to still be negotiating with its bankers over a financial restructuring.
The board stoush came down to a difference on how to deal with APN's gearing levels.
APN's Monday evening statement says the board met at the weekend to determine whether the company would undertake the renounceable pro-rata capital raising. The capital raising would have been launched at the same time as the full-year results with Macquarie Capital the sole underwriter.
The statement also notes the preparation for the capital raising was supported by all directors and had been under discussion for several months although the timing and final decision to proceed had not been agreed.
The critical paragraph was this: While the board agreed the company needed to reduce its debt it was unable to agree on the methodology. The departing directors believed a capital raising should be undertaken at the time the company announces its full year results. This would have been in conjunction with a continued focus on repositioning the publishing businesses and potential asset sales. Other directors believe that consideration of an equity raising should be undertaken in a time frame that allowed other options to be pursued.
The APN statement went on to note that major shareholders INM and Allan Gray opposed a capital raising "at the present time".
This week's moves will strengthen INM's prospects. The verdict on APN will come later.
