CBD
There are the 184 pages of words, graphs, tables and pictures filling the prospectus put out by insurance broking network Steadfast, but apparently not room for one number: 66.
That's the age of Robert Kelly, the chief executive of the soon-to-be-floated group.
According to the Australian Securities and Investments Commission records, Kelly turned 66 on May 3. That's just a year younger than the group's sprightly chairman, former QBE boss Frank O'Halloran.
Neither man's age is given among the interesting facts presented as part of their biographies in the prospectus, although Kelly's spiel does note that he has "more than 44 years experience in the insurance industry".
The prospectus does find room to disclose that Steadfast is giving Kelly a five-year interest-free loan of $5 million to buy 5 million shares in the company.
At $1 each, Kelly is getting the shares at the bottom end of the $1 to $1.20 range Steadfast hopes each will fetch when it lists on August 12.
The final price will depend on how much the institutions slated to take up the bulk of the shares are willing to pay in an institutional book-build, so company management is this week beginning a roadshow in a bid to convince fund managers to take a punt.
If all goes well and Steadfast gets away at $1.20, Kelly's package will be worth $6 million - a $1 million profit.
The shares are locked up in escrow for the term of the loan, but Kelly will be able to sell 20 per cent of them each year, starting next year.
And if he forgets to sell a bundle for some reason (or, God forbid, the share price dips below $1) each year's allocation rolls over to the following year.
Kelly's employment contract binds him to the company until at least November 2016, by which time he will be 69.
Pot calling the ...
Sydney Institute executive director Gerard Henderson was at his finger-waggling best on Friday, tut-tutting about the failure of former Media Watch presenter Jonathan Holmes to respond to questions.
Adopting the persona of his hound Nancy, who nominally writes the weekly Media Watch Dog blog, Henderson complained that: "Mr Holmes went into 'no correspondence will be entered into' mode when he was asked to explain his own position on media matters."
Hang on, is this the same man who, when CBD last month asked questions about the Sydney Institute's latest set of financial records, replied: "As far as I'm concerned, this correspondence is concluded"?
Surely not.
For the record, here are the questions CBD emailed to DrHenderson (for a doctor he is) on June 13, to which a reply is still eagerly awaited:
1. $859,000 of revenue came from "contributions received" (note 2). From whom was this money received?
2. $82,677 of revenue came from "member subscriptions" (note 2). How many members does the institute have?
3. Key management personnel remuneration for the year was $405,608 (note 12). Who are the key management personnel?
4. How much of the KMP pay in 2012 was to the benefit of you and [wife and deputy director] Anne Henderson?
5. Over the five years 2008 to 2012 (inclusive), KMP pay amounts to $1,911,907. How much of this was to the benefit of you and Anne Henderson?
6. Profit fell from $107,914 in 2011 to $7301 in 2012. What do you say caused this fall?
7. Did Nancy get a pay rise?
Brothel sues
Hard times at strip club operator and brothel landlord Planet Platinum, which is thrusting ahead with legal action against its insurer.
Planet Platinum is plenty peeved at the lack of payout from the company that provided its directors and officers cover, specialist insurer Dual Australia.
At issue is the cost of court proceedings in 2010, in which Planet Platinum successfully fended off efforts by the rozzers to shut down its Melbourne strip club, Showgirls Bar 20.
Victoria Police wanted executive chairman John Trimble, the nephew of dead crime lord "Aussie Bob" Trimbole, and then-directors Dragan Micovski and Gayle Howard, barred from holding liquor licences.
Planet Platinum says Dual has failed to abide by a contract that requires them to negotiate in good faith in situations where some of the costs are covered by insurance and some are not.
It's also after the cost of Trimble appearing before ASIC to answer questions under oath during a private examination.
Got a tip?
bbutler@fairfaxmedia.com.au
Frequently Asked Questions about this Article…
Steadfast, an insurance broking network, is preparing to float with an IPO that the article says will list on August 12. The prospectus sets an indicative price range of $1.00 to $1.20 per share.
Steadfast is giving CEO Robert Kelly a five-year interest-free loan of $5 million so he can buy 5 million shares at $1.00 each. If the shares price at the top of the indicated range ($1.20), the package would be worth about $6 million — roughly a $1 million uplift versus the $1.00 purchase price, according to the article.
Kelly’s shares are held in escrow for the term of the five-year loan, but he may sell 20% of the shares each year starting the year after listing. The prospectus also notes that if he doesn’t sell an annual allocation (or if the share price falls below $1), that year’s allocation simply rolls over to the next year.
The final IPO price will be set by demand in the institutional book-build; institutional investors taking the bulk of the shares will determine the ultimate price within or possibly outside the $1.00–$1.20 range. Company management is conducting a roadshow to persuade fund managers to participate in that book-build.
The prospectus states Kelly’s employment contract binds him to the company until at least November 2016, a date by which he will be 69 years old according to the company records noted in the article.
The article highlights the loan and allocation as material disclosures in the prospectus. Everyday investors often review executive loans, share allocations and lock-up terms as part of assessing corporate governance, potential alignment of management interests with shareholders, and any vesting or resale restrictions that could affect post-listing share supply.
Planet Platinum, the owner/operator of Showgirls Bar 20, is taking legal action against specialist insurer Dual Australia over directors’ and officers’ (D&O) cover. The dispute concerns payment for legal costs from 2010 court proceedings (defending attempts by police to close the venue) and costs related to John Trimble’s appearance at an ASIC private examination.
The article lists specific questions CBD emailed to Sydney Institute director Gerard Henderson, including: who contributed $859,000 in “contributions received”; how many members produced $82,677 in member subscriptions; who are the key management personnel behind $405,608 in KMP remuneration; how much of five‑year KMP pay benefited Henderson and Anne Henderson; and why profit fell from $107,914 in 2011 to $7,301 in 2012. The article notes a reply was still awaited.
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