Private Shareholder Group Offers New Slate of Board Nominees

Dec 23, 2011 11:00 AM PST

LAS VEGAS — Private Media Group started sending out letters today to shareholders inviting them to vote for the company's board of directors seats on Jan. 11.

But the adult entertainment company, locked in a shareholder battle for control of the company in a lawsuit in Las Vegas, now faces a new slate of nominees for the seats by its opposition, XBIZ has learned.

One of the litigating shareholder groups, Consipio Holding BV, last week nominated its own slate of six for elections on top of Private's own set of six.

The company's by-laws include provisions for only six official board seats.

Consipio's slate of board nominees are former company CEO Ilan Bunimovitz, current receiver Eric Johnson, Anna Maksimova, Michael Martinez, James McCormick and Charles William Prast.

Private, meanwhile, nominated now-suspended CEO Berth Milton, Stefan Gunnarsson,  Jan Jensen, receiver Johnson, Bo Rodebrant and Lars Ryd for the seats.

With the board election nearing, Consipio is claiming sole voting and investment power over 5.6 million shares owned by Milton based upon a pledge agreement with Slingsby Enterprises Ltd. and subsequent court orders in the Las Vegas suit.

In the suit, Milton has been charged with loaning Slingsby $10 million in loans without repaying any of the funds back to Private. The suit has been led by Consipio, Tisbury Services Inc., shareholder Claudio Gianascio and Bunimovitz.

But Milton continues to claim "beneficial ownership and sole voting and investment power" of the  5.6 million shares.

Even without the 5.6 million shares, Milton owns 42 percent of the company's stock. He is trailed by Bunimovitz, who owns 8.6 percent.

Consipio, with the 5.6 million shares, holds about one-quarter of the company's worth.

In the letter to shareholders, Private said that "regardless of Mr. Milton’s voting instructions, the company is required to deem 5.6 million of such shares not voted and to permit such shares to be voted by Consipio at any shareholders meeting."

Private's letter to shareholders was delivered the same week receiver Johnson suspended Milton "indefinitely." He also fired Private's chief financial officer and corporate secretary, Johan Gillborg.

Johnson, who also is CEO of Private unit Sureflix Digital Distribution, was appointed receiver of  the Barcelona-based company three months ago and will carry out the chief executive responsibilities during the suspension. He also will serve as CFO and corporate secretary until one is appointed.

Private intends to count votes by qualified shareholders on Jan. 11 at the law offices of Greenberg Traurig in Las Vegas. Votes may be made in-person, by telephone and on the Internet.

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