After beating a board spill last week by a small margin, tech provider BPS Technology has laid out a game plan to ward off another attack.

BPS, best known for its Bartercard business trading system, plans to extend its payments platform to consumers and cut $6 million in costs over three years, chairman Murray d’Almeida told investors.

Marketing agreements with Alipay and are part of a three-year strategy to grow into China.

BPS (ASX:BPS) has been contacted for comment.

On Friday a majority of shareholders voted against a motion to sack the board put forward by two activist shareholders, Alceon Liquid Strategies and LHC Capital partners – who together own 8.8 percent of the business.

The challengers had said they had “overwhelming” support from institutional shareholders for a board spill based on concerns around corporate governance, rising debt and low free cashflow.

Alceon portfolio manager Daniel Chersky did not want to comment on the voting results — which saw all nine proposals defeated — or what course he would follow now.

Mr d’Almeida said BPS was talking to the rebellious shareholders and continuing with a board renewal process.

“Directors acknowledge the company could and should improve its communication with its major institutional investor base,” Mr d’Almeida said.

“Over the coming weeks I plan to engage with institutional shareholders and other market participants to discuss the matters raised in this announcement or other matters they wish to raise,” he said.

BPS Technology share price over the past year. Source:
BPS Technology share price over the past year. Source:

And the claws come out

BPS raised a spirited defence against the challengers, claiming Alceon and LHC were “disseminating statements which are untrue or deliberately misrepresent certain events in order to create the impression of poor corporate  governance.

“It is clear from the commentary provided in their Notice of Meeting that Alceon/LHC either do not understand our business and the accounting conventions that apply to technology companies or they are wilfully misrepresenting the facts to serve their own ends.”

The BPS board even suggested Alceon and LHC had potentially broken the law with “possible misuse by the requisitioning shareholders of members’ information”.

In September, before the board spill was proposed, chief executive Trevor Dietz said he would step down in 2018 and two independent board members would be appointed.

A global search was underway that would “even consider members of the opposite sex”.

Mr Dietz, Tony Wiese and Brian Hall listed BPS in 2014 for $1 a share. They stayed on the board as majority shareholders alongside Mr d’Almeida and Garth Barrett.

Last year BPS raised $27.5 million to buy the Entertainment Book, which contributed $65.8 million in revenue in fiscal 2017, tempered by the “disappointing” Bartercard business which saw revenue fall by $4.6 million.

The most recent accounts for BPS are the full year numbers, which showed a full year profit of $10 million, and a whopping $2.2 million spent on director and executor remuneration.