There's a big weight on this woman's shoulders.
If she sells to Lion Nathan (and it sounds like she will), she'll be arguably the most despised woman in South Australia.
http://www.theaustralian.news.com.au/co ... 02,00.html
Woman controls brewery's destiny
October 01, 2005
THE future of Coopers Brewery could hinge on Adelaide philanthropist Mary Phyllis Henderson and the validity of a will signed by her mentally ill aunt allegedly in a psychiatrist's driveway nine years before she died.
Mrs Henderson is at the centre of a bitter family feud with her cousins and a long-running court dispute over ownership of 114,000 Coopers shares, worth about $30 million.
If a pending court trial determines her aunt did leave Mrs Henderson a crucial 8 per cent stake in the family-owned niche beer company, she has indicated she will sell it to Lion Nathan.
The multinational beer giant last month launched a hostile $352 million takeover for the tightly controlled family company, offering $260 a share, more than five times Coopers' last valued price.
The crucial parcel of disputed shares could provide Lion Nathan with a gateway to future share options and a possible takeover.
The fate of the company now rests in a Supreme Court trial. Acting Chief Justice John Perry said yesterday he would set a trial date for the case on November 4.
The news came as Coopers announced a record net profit of $14.3 million - nearly $5 million more than last year - and record revenue of $127.2 million, up 18per cent.
Mrs Henderson is fighting Executor Trustee Australia, which claimed the 1993 will naming her as sole beneficiary of the shares was invalid.
The executor alleged her aunt Phyllis Mary Rondahl, who died in September 2002, was suffering a mental illness when she wrote the last of three wills.
Ms Rondahl signed the new will in her psychiatrist's driveway just hours after she was discharged from a private Adelaide psychiatric clinic, according to its statement of claim.
It alleged she had been diagnosed with a "major depressive disorder with psychotic symptoms" and Parkinson's disease.
Executor Trustee claimed a 1991 will was the valid document.
That will left 25,000 shares to Mrs Henderson with the remainder divided between current board members William Thomas Cooper and Timothy James Cooper, and former chairman Maxwell Cooper, Rondahl's nephew. Justice Perry last week placed the disputed estate in the hands of an administrator, ruling that the shares could not be sold, and removing voting rights associated with the shares.
Even if Mrs Henderson gains control of the Coopers stake, she would not have automatic rights to sell the shares to Lion Nathan.
Under the Coopers constitution, each of the company's 117 shareholders must first offer the shares to other shareholders under a first rights agreement.
If existing shareholders choose not to buy, Mrs Henderson must then offer the shares to AMP, under a second rights agreement, at a "fair value" determined by an independent auditor. Lion Nathan can only buy shares under a third rights agreement.
But this would entitle it to become a valid shareholder - and thus gain the valuable first-rights status other shareholders have.
Coopers sought permission in August to hold a general meeting to consider changing its constitution and removing Lion Nathan's third-tier rights, after the giant signalled its takeover plans.
Justice Perry last week granted Coopers the right to hold a meeting, which has been scheduled for October 20.
Lion Nathan has appealed against the decision, and is seeking an injunction against the meeting in the Federal Court in Melbourne early next week.