The biggest shareholder in the former Johnston Press has vowed to do everything in his power to overturn the company’s sale to a US hedge fund.

The regional publisher announced on Friday evening it was ending attempts to find an outside buyer and placing itself in administration ahead of a pre-packaged sale to the holders of the company’s £220m debt pile.

JP has since been sold to JPIMedia, a newly-incorporated company made up of the bondholders, led by US hedge fund Golden Tree Asset Management.

But Christen Ager-Hanssen, whose 25.06 shareholding in the old JP was rendered worthless by the decision to take the company into adminstration, has attacked the deal as “shameful” and accused the company’s board of seeking to thwart his own attempts to save the company,

Mr Ager-Hanssen had previously vowed to use his shareholding to block any sale of the company, but had no legal power to do so once the company was placed in administration.

In a message to staff following Friday’s announcement, chief executive David King said – without mentioning Mr Ager-Hanssen by name – that attempts to interest the group’s largest shareholders in buying the company had come to nothing.

“Despite our attempts to engage, none of our shareholders has made any proposal to Johnston Press regarding the restructuring or refinancing of the bonds generally or submitted bids as part of the formal sale process,” Mr King said.

However in a statement issued at 8am on Saturday morning, Mr Ager-Hanssen told a different tale, accusing the Board of seeking to “hinder” his group while “paying lip service to the notion of saving the company.”

It read: “Custos Group is the largest shareholders in Johnston Press and we have worked tirelessly as an activist shareholder to change the composition of the board so we could implement the necessary changes in direction which would provide a better and brighter future for the company itself, its staff and members of the pension scheme.

“At every stage we have been thwarted by a self-serving board which, in clear breach of its fiduciary duties, has only been interested in protecting itself and the bondholders.

“The Board of Johnston Press, had they been willing to cooperate with their largest shareholder, could have ensured a bright future for the company.  According to all the public statements of the Board, Johnston Press has a reasonable cashflow and was not insolvent.  Indeed, the bond debt is not due and payable until June 2019 – another 7 months away!

“We believe this is plenty of time for us to have managed to put in place a refinancing had we only been given the chance.  However, instead of having a sensible dialogue with us and working with us to achieve a genuine rescue for the benefit of all stakeholders as well as JP’s staff and their pensions, the Board has instead done what they could to hinder us whilst paying lip service to the notion of saving the company.

“The strategic review and the formal sale process were nothing more than a complete sham.  However, it is now clear for all to see that the Board of Johnston Press has instead only been pre-occupied with one thing, namely the sacrifice of the company’s staff and their hard-earned pensions in order to save the Board’s own jobs by colluding with Bondholders.

“Such actions are simply shameful and disgusting and Custos will now fight to hold this despicable Board accountable for their contemptible actions.”

Following the sale to JPIMedia, which went through on Saturday afternoon after the courts approved the appointment of administrators, Mr Ager-Hanssen issued a second statement threatening legal action over the move and accusing the Board of “corporate theft.”

He also questioned why offers for the company made during the formal sale process had not been put to shareholders before being ruled out by the Board.

“Today’s pre-pack was not so much a corporate rescue as a blatant pre-planned corporate theft by Bondholders, suitably aided and abetted by JP’s incompetent and double tongued Board.  For us, this is not about money. It is about good corporate governance for the benefit of all,” he said

“Custos is a tireless activist and we have faith in the British justice system. This fight has therefore just begun.”

After emerging as JP’s largest shareholder last year, Mr Ager-Hanssen initially attempted to install former Local World boss Steve Auckland as JP’s chief executive and former Scottish First Minister Alex Salmond as chairman.

But he abandoned the move after it emerged that if the composition of the board changed the £220m debt would immediately have become repayable.

Mr Ager-Hanssen’s two statements can be read in full below.

Statement by Custos on events surrounding Johnston Press.  Issued 17 November.

Late yesterday evening we learned that the Board of Directors of Johnston Press Plc in collusion with the majority bondholders, US hedge fund GoldenTree Asset Management, filed for administration of Johnston Press for the purpose of effecting an immediate sale and transfer of its business to a new company, to be run by the current Johnston Press CEO Mr King, and controlled by the bondholders, in a so-called pre-pack.  We understand the Johnston Press pension scheme will not transfer to the new company resulting in the pensions of the hardworking and loyal staff of Johnston Press being severely reduced.

Custos Group is the largest shareholders in Johnston Press and we have worked tirelessly as an activist shareholder to change the composition of the board so we could implement the necessary changes in direction which would provide a better and brighter future for the company itself, its staff and members of the pension scheme.

At every stage we have been thwarted by a self-serving board which, in clear breach of its fiduciary duties, has only been interested in protecting itself and the bondholders.

When issuing the bond, the Board included a “poison pill” in its terms, the first of its kind in the UK, which meant that the overall control of the Board was safe guarded as if that were to be changed, then that would trigger the repayment of the £225 million bond debt.

We have consistently accused the Board of not having fresh ideas or a clear and effective strategy for the way forward.  They have done nothing more than re-arranging the deckchairs on the Titanic.

When Custos attempted to appoint a director to the Board to inject some much-needed direction and oversight, the Board ensured that this was blocked by deliberately misrepresenting to all shareholders that such a move would trigger repayment of the bond, when in fact it would have done no such thing, as we did not seek to change the control of the board.

This Board is purely self-interested, with a toxic mix of incompetence, arrogance and entitlement added. Their actions today, ensuring their own jobs are safe, but sacrificing the pensions of their loyal staff, many of whom will no doubt also lose their jobs under the new ownership of a US hedge fund, is simply a disgrace and a vulgar display of the worst elements of capitalism.

The Board of Johnston Press, had they been willing to cooperate with their largest shareholder, could have ensured a bright future for the company.  According to all the public statements of the Board, Johnston Press has a reasonable cashflow and was not insolvent.  Indeed, the bond debt is not due and payable until June 2019 – another 7 months away!  We believe, this is plenty of time for us to have managed to put in place a refinancing had we only been given the chance.  However, instead of having a sensible dialogue with us and working with us to achieve a genuine rescue for the benefit of all stakeholders as well as JP’s staff and their pensions, the Board has instead done what they could to hinder us whilst paying lip service to the notion of saving the company.  The strategic review and the formal sale process were nothing more than a complete sham.  However, it is now clear for all to see that the Board of Johnston Press has instead only been pre-occupied with one thing, namely the sacrifice of the company’s staff and their hard-earned pensions in order to save the Board’s own jobs by colluding with Bondholders.  Such actions are simply shameful and disgusting and Custos will now fight to hold this despicable Board accountable for their contemptible actions.

As a public declaration and vote of confidence in the staff and business of Johnston Press and its proud 250 years long history, Custos recently increased its stake in Johnston Press from 20% to 25%.  That the Board, in which we had absolutely no confidence, can honestly think that turning the business over to a greedy New York hedge fund is the only viable solution for Johnston Press, simply beggars belief.  Moreover, it simply proves our point that the Board is totally incompetent and bereft of ideas and, in colluding with GoldenTree, is acting out of pure personal self-interest and personal self-preservation.  Custos is a tireless activist and fighter and, on behalf of all stakeholders in, and staff of, Johnston Press we will do everything in our power to overturn and unwind this abominable deal.

Statement by Custos CEO on pre-pack sale of Johnston Press. Issued 18 November.

So it is done! The assets of Johnston Press have this afternoon been sold and transferred to new owners controlled by the Bondholders. Yes, jobs have been protected for now in the immediate short-term. However, Johnston Press was never really insolvent and those jobs were never really in danger. But let’s see how safe those jobs really are now under the ownership of a US hedge fund.

No, had the Board of JP taken its fiduciary duties seriously and acted properly with the best interest of JP at heart, a perfectly sensible long-term solution – one which did not involve robbing its own pensioners and the company’s owners blind – could have been found in good time prior to the maturity date of the Bond next June.

Custos made it very publicly clear in newspapers and on television, that we believed in the business of JP and that we were also willing to take part in a rights issue. The Board, however, chose to ignore its shareholders and no effort to discuss possible solutions with us was ever made by them. The fact is that throughout the formal sale process which the Board instigated on 11 October, we have had no dialogue with the Board as we refused to enter into a sham formal sale process on their terms, terms which would have restricted us from increasing our stake in the market, something which we wanted to do as public declaration of our belief in the business and that we could help repay/refinance the bond.

We have today learned that the Board received several bids and offers for the business during the formal sale process, but that these were, in the Board’s opinion, not adequately good. Why were none of those communicated to their shareholders for consideration and discussion? Why were all possible options not fully explored? How come the now highly favourable pre-packed solution to Bondholders who had already extracted £20 million a year in interest for the last 4 years, was so much better?

The answer is because David King and the Board have disgracefully been colluding with Bondholders over a very lengthy period of time and that the Board had already decided that the business would be pre-packed and sold to Bondholders. As such the outcome was already predetermined long before the formal sale process began. In fact, the new owning company for the business was already incorporated some three weeks prior to the formal sale process began.

Today’s pre-pack was therefore not so much a corporate rescue as a blatant pre-planned corporate theft by Bondholders, suitably aided and abetted by JP’s incompetent and double tongued Board and its Chief Executive, David King. This is the same David King who has now been duly rewarded for betraying his duties to Johnston Press by being awarded a new job as the Chief Executive of the buying company and, we presume, at a salary much higher than the 30 pieces of silver which he has obviously already received as an advance.

For us, this is not about money. It is about good corporate governance for the benefit of all; by that we mean a company’s shareholders and employees collectively and not, as the disgraceful Board of JP have demonstrated, only the bunch of incompetent, arrogant, self-serving directors whose only goal has been to enrich themselves and their pals on other people’s expense.

Custos is a tireless activist and we have faith in the British justice system. This fight has therefore just begun.