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Soul Pattinson to unveil fresh acquisition

Investor Soul Pattinson is finalising a large acquisition that is due to be disclosed before Easter, as it seeks to keep at bay dissident shareholders who want to break up a cross-shareholding with Brickworks.
By · 22 Mar 2013
By ·
22 Mar 2013
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Investor Soul Pattinson is finalising a large acquisition that is due to be disclosed before Easter, as it seeks to keep at bay dissident shareholders who want to break up a cross-shareholding with Brickworks.

Institutional investor Perpetual, which has 12 per cent of both Soul Pattinson and Brickworks, has been agitating for the cross-shareholding to be unlocked, while Melbourne banker Mark Carnegie has made a quixotic attempt.

Following a detailed review, Brickworks director Rob Webster told analysts on Thursday that there could be considerable downside and not much upside from dismantling the cross-shareholdings.

"We see a lot of risk and costs in changing the current structure," he said. Specifically, there could be $700 million of prospective capital gains tax liabilities if shares in New Hope Coal ($600 million) and TPG (more than $100 million) were distributed to shareholders.

Toowoomba investment adviser Charlie Green said the push by Perpetual to unlock the cross-holdings "represents truckloads of shareholdings holding significantly more than the Millner family".

The one "glaring oversight" of the review, Mr Green said, was the "$350 million holding by the [Millner] family allows you to control $4 billion of investments".

Brickworks holds 42.7 per cent of Soul Pattinson, with Soul Pattinson holding 44.48 per cent of Brickworks.

The cross-shareholding was first entered into in 1969 to protect both companies from unwanted corporate raiders. "We've been very active the past six months looking for investment opportunities," Robert Millner told analysts when discussing the group's latest results on Thursday. "We hope to have something to report to the market in a week or so on one of those large investments."

With $1.6 billion on deposit at end-January, Soul Pattinson has plenty of firepower.

Brickworks continues to drag on the group's performance, with only a 6.6 per cent return on capital, which was "clearly still inadequate", managing director Lindsay Partridge said on Thursday.

Its earnings per share for the six months to January rose to 38¢, from 36.7¢, buoyed by property division gains, with building products earnings flat.

Anecdotal evidence pointed to a continued improvement in NSW, Western Australia and South Australia, he said.

A steady interim dividend of 13.5¢ has been declared. Soul Pattinson suffered a steep slide in earnings per share to 31.02¢ from 41.48¢, with the previous year's figure flattered by a gain from its stake in New Hope Corp. The interim dividend was raised to 18¢ a share from 17¢.

Soul Pattinson shares closed up 12¢ at $14, with brokers saying they were trading at "fair value" depending on the valuation placed on its large holding in New Hope.

Brickworks gained 33¢ to $12.88.
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Frequently Asked Questions about this Article…

Soul Pattinson is finalising a large acquisition that the company says will be disclosed before Easter. The article does not provide details of the target — it only notes the move is part of the group's recent investment activity.

Yes. The article says the acquisition is being finalised as Soul Pattinson seeks to keep dissident shareholders at bay who want to break up the cross-shareholding with Brickworks. Management has been active in looking for investment opportunities and expects to report on a large investment soon.

Brickworks holds 42.7% of Soul Pattinson and Soul Pattinson holds 44.48% of Brickworks. That cross-shareholding was first entered into in 1969 to protect both companies from unwanted corporate raiders.

Perpetual is an institutional investor that holds 12% of both Soul Pattinson and Brickworks. The article says Perpetual has been agitating for the cross-shareholding to be unlocked, pushing for a change in the current structure.

According to Brickworks director Rob Webster, dismantling the cross-shareholdings could trigger around $700 million of prospective capital gains tax liabilities — mainly from distributing holdings in New Hope Coal (about $600 million) and TPG (more than $100 million).

The article quotes an adviser saying the Millner family’s $350 million holding effectively allows them to control about $4 billion of investments. Robert Millner, speaking for the group, also said management has been active in pursuing investments and expects to report on a large investment soon.

Soul Pattinson had $1.6 billion on deposit at end‑January, saw earnings per share fall to 31.02¢ from 41.48¢ (the prior year benefited from a New Hope gain), and raised its interim dividend to 18¢ from 17¢. Brickworks reported a 6.6% return on capital (described as inadequate), EPS for the six months to January rose to 38¢ from 36.7¢, and it declared a steady interim dividend of 13.5¢.

Investors should watch the imminent Soul Pattinson acquisition announcement (due before Easter), any developments in Perpetual’s campaign to unlock the cross-shareholding, valuation news around large holdings such as New Hope and TPG (which could affect tax outcomes), dividend statements and updates to group performance metrics from both companies.