IT IS hard to dispute that without Paul Little there would never have been either transport company Toll Holdings or its sibling, Asciano but what on earth made the company feel that they had to pay their founder a fee not to compete when he left?
It might only be a fraction of the nearly $4 million paid to Little (pictured) when he departed at the end of December (the total $6.4 million published in Toll's annual report is distorted by accounting treatment of options he already held), but it makes little sense to Insider.
Admittedly, Toll first disclosed a year ago that it had agreed to pay $250,000 to Little to stop him setting up against the company, or take any phone calls from competitors to provide advice. And it also entered a $125,000 a month consultancy agreement ( equivalent to $1.5 million a year), which it said would see him available for all of 2012.
But Insider has been amazed that highly capable businessmen such as Toll chairman Ray Horsburgh and the head of its remuneration and succession planning committee, Harry Boon, both thought it necessary to pay the "no compete" money.
After all, it is a piffling amount in the world of Little (although, Insider would happily take it). He has been receiving multimillion-dollar salary and share packages for several years, and was a stone's throw from billionaire-dom in this year's BRW rich list. He already has a large construction company to help keep the wolf from his door.
Little's departure was clearly a planned event, with Brian Kruger hired in 2009 as chief financial officer to try out for the role, and Little's retirement unveiled in October 2010, followed by Kruger's selection as chief executive a year later. From the outside, it has been one of the most graceful departures of a chief executive among large Australian companies, with no hints of dissension.
Little is even slated to return as a non-executive director, after a decent interval to give Kruger time to establish his independence, and would earn a minimum of $150,000 a year in that role.
He also just happens to be Toll's second largest shareholder, with a shade over 5 per cent of the company worth more than $170 million at yesterday's market price.
Insider cannot think of any reason on earth that it would be in Little's interest to work against the company that he spent half his adult life creating, let alone help anyone else to do so when you have such a major financial interest.
When Toll and Asciano were separated in 2007, Little and other executives all signed on to standardised executive agreements that incorporated "confidentiality and non-compete clauses".
It seems odd that those clauses were not deemed sufficient to hold back a man of Little's pristine reputation from acting to the detriment of the company, particularly when his departure seems to have been on amicable and generous financial terms.
Shareholder questions were brushed aside at last year's annual meeting, and Little himself was quoted as saying he had no intention of competing. Insider would have thought Toll's board, and Little, were smart enough to drop that extra payment.
Alesco slams door
ALESCO Corporation has hit the remote, closing the garage door in the face of its stalker, DuluxGroup, before calling for the takeover police.
Predictably, Alesco chairman Mark Luby and his team declined Dulux's request that they back a takeover offer formula that they had already rejected.
Alesco has stuck to its guns on saying it will recommend only a $2.05 a share bid that comprises $1.30 of cash from Dulux, and 75? of its own, fully-franked dividends (then again, Dulux will actually be bankrolling any dividend because Alesco does not have the cash).
But that offer combination cannot be made by Dulux without breaching the truth in takeovers provisions which means everyone is now headed back to the Takeovers Panel (including the corporate watchdog) for an adjudication.
The star chamber rules of the panel forbid either Dulux or Alesco discussing the issue, although Alesco investors should be watching for a statement by the middle of next week, when the paintmaker will have to make a declaration on either extending the closing date of its offer (currently September 11) or declaring it free of conditions.
Dropping the conditions would mean that Dulux can keep any shares tendered into the offer, although abandoning the 90 per cent minimum acceptance level is always hard because it makes it that much harder to mop up remaining holders.
With Alesco's annual meeting looming on September 18, Dulux would have at least 44 per cent of its target's shares to vote on every resolution at the meeting such as the remuneration report, re-election of director John Marlay and a package of performance rights for managing director Peter Boyd.
They wouldn't, would they?
imcilwraith@fairfaxmedia.com.au
Frequently Asked Questions about this Article…
Why did Toll Holdings pay founder Paul Little not to compete after his departure?
The article says Toll agreed to a small ‘no‑compete’ payment (reportedly $250,000) and a consultancy deal to make sure Paul Little wouldn’t set up against the business or take calls from competitors. The board treated the payment as a precaution even though Little had already signed confidentiality and non‑compete clauses and had publicly said he didn’t intend to compete.
How much was Paul Little paid when he left Toll and what were the consultancy terms?
According to the article, nearly $4 million was paid to Little on departure (the company reported $6.4 million in its annual report, which Toll said was distorted by option accounting). Toll disclosed a $250,000 payment related to not competing, plus a $125,000‑a‑month consultancy agreement (about $1.5 million a year) to keep him available through 2012.
Does Paul Little’s shareholding affect the need for a no‑compete payment?
The article points out Little is Toll’s second‑largest shareholder with just over 5% of the company (worth more than $170 million at the time). Insider commentary in the piece suggests that, given his large stake and reputation, it seems unlikely he would act against Toll’s interests, which raises questions about the necessity of the extra payment.
Will Paul Little have any ongoing role at Toll after retiring as CEO?
Yes. The article says Little is slated to return after a period as a non‑executive director, a role that would pay a minimum of $150,000 a year, giving him an ongoing formal link to the company he founded.
What happened with Toll’s succession planning and who replaced Paul Little as CEO?
Toll’s transition was described as planned and orderly: Brian Kruger was hired as chief financial officer in 2009, Little’s retirement was announced in October 2010, and Kruger was selected as chief executive a year later, allowing a graceful handover with no public dissension.
What is the Alesco versus Dulux takeover dispute mentioned in the article?
Alesco rejected a takeover formula from Dulux and refused to back an offer structure Dulux wanted. The disagreement centers on a $2.05‑a‑share bid Alesco would recommend (reported as $1.30 cash plus a dividend component that Alesco says would be fully franked). The matter was headed to the Takeovers Panel because Dulux’s proposed combination may breach truth‑in‑takeovers rules.
What are the key dates and voting implications for Alesco investors in the Dulux bid?
The article notes Dulux’s offer closing date was then set at September 11, and Alesco’s annual meeting was due September 18. If Dulux holds at least 44% of Alesco’s shares by the meeting it would be able to vote on resolutions (remuneration report, director re‑election and performance rights), which is an important dynamic for investors to watch.
What does involvement of the Takeovers Panel mean for shareholders in a contested offer?
The article explains that because the offer structure may breach truth‑in‑takeovers provisions, both parties were referred to the Takeovers Panel for adjudication. For shareholders this typically means confidential proceedings, limited public comment while the panel considers the matter, and a formal ruling that can affect whether an offer proceeds or requires amendment.
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