SUPERVISORY BOARD OUSTED AT GROUP ANDRE

Byline: Katherine Weisman

PARIS — Groupe Andre is in a state of flux.
In what might be the first successful attempt by shareholders to oust management of a French company, the supervisory board of Groupe Andre, the French middle and mass market retailer of footwear and apparel, was dismissed at the company’s annual meeting here last week.
Groupe Andre owns the trendy junior label Kookai, the knitwear and sportswear chain Caroll, along with the Orcade, Minelli and Andre footwear chains, among other consumer labels.
In a remarkably calm and civilized meeting where current management went face-to-face with dissatisfied investors, shareholders voted on a surprise resolution to dissolve the supervisory board put forth by Groupe Andre’s largest shareholder, NR Atticus. The latter is an investment fund from Atticus Management, a company owned by Nathaniel Rothschild. The fund owns 30.5 percent of Andre’s capital and 32.8 percent of voting rights.
“We are not raiders. We look for medium-to-long-term investments in companies which look like they could create value,” said Atticus attorney Jean-Pierre Martel prior to the vote.
Rothschild, 28, was named president of the new supervisory board. The young executive lives in London and hails from the Anglo-Saxon branch of the Rothschild financial empire. He succeeds Jean-Louis Descours, 83, who was chief executive officer of Groupe Andre from 1960 to 1996. The group’s current chairman and ceo, Jean-Claude Sarazin, said at the beginning of the meeting that he would not seek to renew his mandate. Sarazin will be succeeded by Georges Plassat, formerly ceo of the Casino supermarket group, whose most recent post was with Carrefour in Spain.
Also, the supervisory board was increased from nine members to 11, with Atticus getting four seats. This move was proposed by Atticus in the interest of creating two board posts for “independent” members. American investor Guy Wyser-Pratte, who owns roughly 9 percent of Andre’s voting rights, also got a seat.
Subsequent to the annual meeting, Descours said he would take legal action on two fronts. He asked Paris stock market authorities to investigate the sale of Andre shares held by Euroval, a hedge fund, and he is contesting the actions of NR Atticus in Paris’s commercial court.
The Atticus move points to a growing lack of tolerance developing among shareholders for French businesses’ traditional, clubby way of running their operations.
“We want a new supervisory board so that the different groups of shareholders can be represented in numbers proportionate to their shareholding,” Martel continued, stressing that Atticus is not a raider and does not want to run Andre’s operations. “Our concern is to surround the company with the strength of shareholders to pursue a future more brilliant than its current state.”

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