(Bloomberg) — Activist investor Bluebell Capital Partners Ltd. is asking Swiss luxury conglomerate Richemont to appoint the former head of rival Bulgari as a company director in an attempted boardroom shakeup.
Bluebell proposed that Francesco Trapani, who led the Bulgari jewelry brand for nearly three decades until 2011 and was a founding partner of Bluebell in 2019, join Richemont’s board to represent its A-class shares, according to a letter dated July 14 sent to the company and seen by Bloomberg News.
Richemont, which owns the Cartier, Vacheron Constantin and Montblanc brands, is controlled by Chairman Johann Rupert through its B-class shares. The South African billionaire holds 10% of the company’s share capital and 51% of its voting rights, according to the company’s most recent annual report.
Bluebell owns just over 1 million Richemont A shares — a stake worth about 109 million Swiss francs ($112.4 million) — and the minimum required to request items for the agenda at Richemont’s annual meeting in September.
“We are concerned that none of the current board members represents the holders of A shares, as all directors are designated by the board and elected at the general meeting of shareholders which are fully controlled by the holders of B shares,” Bluebell partners Giuseppe Bivona and Marco Taricco wrote in the letter.
Richemont disclosed on Tuesday that Bluebell had requested governance changes. A company representative declined to comment on the details of the demands in the letter.
Richemont shares edged up slightly in early trading on the Swiss stock exchange.
Activist agitation
Led by Bivona and Taricco, Bluebell has taken on some of the world’s biggest companies, agitating for governance changes while building relatively small investment stakes.
It has pressured UK drugmaker GSK Plc, which on Monday spun off its consumer-health unit Haleon, and questioned the leadership of Chief Executive Officer Emma Walmsley. Bluebell also participated in a campaign with other investors that prompted an overhaul of yogurt maker Danone’s management. Having taken on at least 10 companies, in both an advisory and activist capacity, not all of its campaigns have been successful.
Tiny Activist Bluebell Quickly Becomes CEOs’ Worst Nightmare
Now with Richemont, Bluebell is asking the company to amend its bylaws, increasing the minimum number of directors representing the A shares from one to three and the minimum size of the board from three to six. It also wants an equal number of directors representing the A shares and B shares.
Bluebell contends in the letter that under Richemont’s current structure, the B class shares controlled by Rupert “possess 50% of the company’s voting rights, with an economic interest of just 9.1%.”
Richemont’s A shares, which are publicly traded, “only possess 50% of the company’s voting rights, with an economic interest of 90.9%,” the Bluebell partners said in the letter.
The activist investor is also asking that Trapani’s proposed appointment to the board be voted on only by A-class shareholders.
Besides raising the issue in public, it is unclear how Bluebell, with its relatively small stake, might be able to force Rupert to relinquish control over the company that boasts a market capitalization of about $63 billion.
Richemont last week reported a better-than-expected 12% increase in quarterly sales on strong demand in Europe and the US. Investors, however, drove down the share price on concerns about Covid restrictions in China where sales declined more than expected.
Richemont has been trying to sell a stake in its online sales unit YNAP to investors including FarFetch Ltd. Richemont shareholder Artisan Partners, which called for changes at Danone alongside Bluebell, said in November that it saw “significant unrecognized value,” in Richemont.
(Updates with share move in paragraph 7 and earnings results in third-last paragraph)
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