Mincom option could stymie Bos' board tilt

Software company Mincom has triggered a complex process which could block Melbourne businessman Wayne Bos from forcing his way onto its board.

The process will result in a 20 per cent stake in Mincom over which Bos holds options being offered to other Mincom shareholders at $2.50 per share.

Without the leverage generated by the options, Bos stands no chance of gaining a Mincom board seat next month at an extraordinary general meeting called by dissident shareholders.

To buy the parcel, Mincom's other shareholders will have to ante up about $15 million.

Coincidentally, Bos and Mincom chairman David Graham are scheduled to meet today in Melbourne.

Pre-emptive rights by other shareholders to acquire the block of shares is contained in Mincom's corporate articles of association.

Unlisted Mincom chose to initiate the process several weeks ago but it was only announced to the ASX yesterday following a general meeting of listed company Focus Technologies.

Bos is chairman and a major shareholder in Focus Technologies, the renamed failed dotcom, 131shop.

Full terms of the options contracts between Bos and two major Mincom shareholders remain secret.

What is known is the agreement will funnel to Bos 50 per cent of any money paid in excess of $2.50 per share.

Asked if Mincom's move could trigger legal action between the two groups, Bos said he "wouldn't think so".

Bill Hodgson, a Mincom co-founder and one of the major shareholders who has signed an options deal with Bos, said Mincom's action has no immediate practical impact.

Hodgson has received no overtures to buy his parcel of shares and said he was "quite amazed by all the posturing going on".

One effect of Mincom's move will be to focus media attention back on the company while it is undertaking a delicate exercise to raise $50 million in fresh funds.

At a general meeting of Focus Technologies yesterday, shareholders approved its name change from 131shop and ratified the acquisition of TIG International and RedStar.

Where 131shop was an online business directory, Focus is oriented towards business-to-business collaborative e-commerce.

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