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Major investors raise red light at Redflex

THE battle lines have been drawn at Melbourne-based Redflex Holdings after the red-light camera operator announced a $32 million capital raising, and with the Pratt family's private investment company Thorney Holdings orchestrating a boardroom putsch.
By · 11 Sep 2009
By ·
11 Sep 2009
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THE battle lines have been drawn at Melbourne-based Redflex Holdings after the

red-light camera operator announced a $32 million capital raising, and with the Pratt family's private investment company Thorney Holdings orchestrating a boardroom putsch.

Redflex wants the cash to strengthen its balance sheet, keep its bankers happy and, to use an old favourite, allow the company to "respond to new opportunities".

Just hours after the announcement, a blunt letter arrived at Redflex headquarters informing the board that the three biggest shareholders Renaissance Smaller Companies, Hunter Hall Investment Management, run by Peter James MacDonald Hall, and Thorney, run by Alex Waislitz wanted to replace three members of the board.

All up, Hunter Hall, Renaissance and Thorney control 24.95 per cent of Redflex.

In the firing line are chairman Chris Cooper and non-executive directors Roger Sawley and Peter Lewinsky. Cooper is the fourth-biggest shareholder in Redflex, with 1.93 per cent of the stock, while Sawley and Lewinsky both make the top 20 list.

Robin Debernardi, who retired from the board in June, Max Findlay and Ian Davis have been nominated as new directors. Credit Suisse is advising the trio of major shareholders, who are unhappy with the board's decision not to entertain takeover offers below $3.50 a share.

Redflex shares slumped 25? to $2.15 on news of the capital rasing; the shares haven't traded above $3.33 in the past year. The raising is being done at $2.04 a share.

In its latest results, Redflex recorded a 9.1 per cent fall in net profit to $9.6 million for 2008-09. The bulk of its $130.9 million of sales came from the US, where Redflex is the dominant traffic system provider. It did not pay a dividend.

The terse letter, from Credit Suisse executive director Michael Naphtali, said the major shareholders wanted the removal of the directors to take place at the annual meeting on November 19.

Moves contra Bolton

THE top brass at Brookfield Multiplex have fired another shot in its defence against a takeover bid from Nicholas Bolton, who is stalking embattled Multiplex Prime Property Fund.

Brookfield Multiplex, the responsible entity for Multiplex Prime, lodged an application with the Takeovers Panel last week to prevent Bolton from buying any more shares and increasing his 19.9 per cent stake.

The 27-year-old investor's private company has offered 0.3? a unit for the rest of Multiplex Prime, which has traded at the market floor price of 0.1? a share for months.

Australian Style could buy the rest of Multiplex Prime for just $677,000 but would be liable for the $112.2 million instalment payment due on the units in 2011.

Now Multiplex Colt Investments Trust, a major shareholder in Multiplex Prime and controlled by Brookfield Multiplex, has made a similar application to the Takeovers Panel to stop the bid. Multiplex Colt is the beneficial owner of 21.6 per cent of Multiplex Prime.

According to the application, the bid from Australian Style "has an unacceptable coercive effect on unit holders because" it could trigger an immediate call from Multiplex Prime's bankers. The property trust is in breach of its banking covenants.

Brookfield Multiplex wants the panel to block Bolton's bid unless he can obtain a commitment from the fund's financiers not to make the call, and prove Australian Style has the funds to meet its potential $112.2 million obligation. The Takeovers Panel has not set a date to consider the matter.

Concept

gurgles

THE recession and a changing political landscape have caught up with Sydney-based Concept Economics the economics firm headed by Telstra adviser Henry Ergas, who also has links to Opposition Leader Malcolm Turnbull.

About 20 staff are believed to have lost their jobs after Concept Economics was placed in administration last week. Liquidator Michael Jones, of insolvency firm Jones Partners, is now in charge.

BankWest is believed to be the major creditor, having extended a $15 million line of credit to Concept Economics in May 2008.

Over the past two years Concept Economics has been hired to the run the rule over the Federal Government's national broadband network (NBN) and its climate change legislation, and to conduct a review of state planning legislation. More time, it seems, could have been spent examining the firm's own financial model.

Concept Economics was in the spotlight last year after a taxation review commissioned by Turnbull was shelved. That review was drafted as a response to the Henry review of the tax system, and included a proposal to introduce a flat tax by 2015. Concept Economics has been critical of the NBN plan, claiming the network will cost $200 a month for retail customers.

Cashmere crisis

IT'S official the global financial crisis truly is global, and is now affecting the goatherds of outer Mongolia.

Job losses and the shrunken bonuses of world bankers have trickled through to the price of commodities used to make luxury goods. In particular, the price of cashmere on world markets has plummeted.

A year ago, before the collapse of Lehman Brothers, the spot price on the Mongolian cashmere market stood at 42,000 tugrik a kilo (about $US38). Of that, cashmere producers were getting about $US27.50 a kilo.

In June 2000, the cashmere spot price stood at a peak of 45,000 tugrik a kilo, but in June this year the price hit a low of 19,500 tugrik a kilo.

Demand from the key markets of Europe and the US has fallen about 35 per cent this year as troubled fashion houses seek out cheaper materials.

According to the World Bank, wages for day labourers in capital Ulan Bator have more than halved, and the country's banks also face a subprime lending problem of their own defaults on loans to nomadic goatherds.

Mark Hawthorne is on leave next week. Christopher Webb will be writing the Full Disclosure column.

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Frequently Asked Questions about this Article…

The dispute began when Melbourne-based Redflex announced a $32 million capital raising to strengthen its balance sheet and pursue opportunities. Hours after the announcement, a letter arrived from the company's three biggest shareholders — Renaissance Smaller Companies, Hunter Hall and Thorney Holdings — seeking to replace three board members, triggering a public boardroom showdown.

Redflex is conducting a $32 million capital raising, with the new shares being issued at $2.04 each, according to the announcement in the article.

On news of the capital raising Redflex shares fell about 25% to $2.15. The article also notes the stock hadn’t traded above $3.33 in the past year, highlighting recent volatility.

The three large shareholders are Renaissance Smaller Companies, Hunter Hall (run by Peter James MacDonald Hall) and Thorney Holdings (run by Alex Waislitz). Together they control about 24.95% of Redflex and are being advised by Credit Suisse in their push to replace three directors.

The shareholders want to remove chairman Chris Cooper and non-executive directors Roger Sawley and Peter Lewinsky. They have nominated Robin Debernardi (who retired from the board in June), Max Findlay and Ian Davis as potential replacements, and asked for the changes to be considered at the annual meeting on November 19.

Redflex reported a 9.1% fall in net profit to $9.6 million for 2008–09. Sales were $130.9 million, with the bulk coming from the US where Redflex is a dominant traffic systems provider. The company did not pay a dividend. For everyday investors this signals weaker earnings, no current dividend income, and the rationale for the capital raising to shore up the balance sheet.

The board has taken a stance of not entertaining takeover offers below $3.50 a share. The major shareholders are unhappy with that policy and it is one of the reasons they are pushing to replace directors — because they want the board to be willing to consider lower takeover bids.

The article also describes a takeover fight involving Brookfield Multiplex and investor Nicholas Bolton over Multiplex Prime Property Fund. Brookfield (the responsible entity) applied to the Takeovers Panel to prevent Bolton from increasing his ~19.9% stake, arguing his bid could coerce unit holders and trigger a bank call given the fund’s breached covenants. Multiplex Colt Investments Trust (a major shareholder) has made a similar application. Investors in property trusts should watch Takeovers Panel actions, financier commitments and potential obligations (for example, the article notes a $112.2 million instalment payment due in 2011 that could fall on a buyer).