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Nine boss David Gyngell is handed $1 for shares that cost him $1.2m, writes Colin Kruger.
By · 5 Jan 2013
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5 Jan 2013
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Nine boss David Gyngell is handed $1 for shares that cost him $1.2m, writes Colin Kruger.

NINE ENTERTAINMENT executives who paid a collective $3.27 million for stocks as part of an executive share plan, will soon trade them in for just $1 per person - a total of $11.

The heavy losses will be led by Nine chief executive David Gyngell, who paid $1.2 million for his shares in late 2007.

Mr Gyngell was instrumental to the deal that saved the media group from collapse late last year, but it will have the unintended effect of crystallising millions in losses for Nine's management team later this month.

According to documents lodged with the securities regulator, the cleanout of the company's executive share plan, via a buyback, is needed ahead of the proposed capital restructure that will hand the company to creditors owed $3.2 billion.

"The directors of the company have considered the position of the members of the company in proposing the resolution to approve the buyback and consider that it does not materially prejudice the company's ability to pay its creditors," Nine said in a notice of the meeting in December last year to approve the buyback.

Nine would not offer comment on the fate of the share plan, neither would Nine's current owner, private equity firm CVC Asia Pacific. The shares have been worthless for years thanks to Nine's poor performance. This is despite attempts to revive the executive share program in 2009.

When CVC Asia Pacific took control of Nine in 2007 - led by its managing partner Adrian MacKenzie - it insisted that Nine's management team have "skin in the game", according to Nine executives who spoke to BusinessDay anonymously.

For most of the 40 top executives at Nine that originally participated in the program, this meant taking mortgages on the family home - ranging from six- to seven-figure sums - to finance the share acquisitions, which totalled $25 million. Half of this amount was financed out of their own pockets, the other half was provided as loans from Nine.

The loans were non-recourse so the executives were not liable for them when the shares were effectively made worthless within a year of the plan being implemented as the media downturn hit.

One executive quipped he was effectively paying to work at the company.

This was not meant to be how it worked.

CVC Asia Pacific told the media group's executives of how their counterparts at Pacific Brands profited from a similar share plan when the private equity group acquired the iconic clothing manufacturer.

CVC's $1.9 billion investment in Nine is also worthless but it will receive a payment in return for its co-operation with the restructure that will hand Nine to its debt holders later this month following approval of the deal.

The 11 executives still participating in the share plan are all that remain from the original 40 after the sale of assets, as well as departures and retirements from the business.
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Frequently Asked Questions about this Article…

According to the article, executives who paid a collective $3.27 million for stocks under Nine Entertainment’s executive share plan will soon trade them back for just $1 per person (a total of $11). The buyback is part of a clean‑out ahead of a proposed capital restructure that will hand the company to its creditors.

The article says the buyback (a clean‑out of the executive share plan) is needed ahead of the proposed capital restructure. Directors told shareholders they considered the buyback and believe it does not materially prejudice the company’s ability to pay its creditors as the restructure proceeds.

The article reports David Gyngell paid about $1.2 million for his shares in late 2007 and will soon be able to sell them for $1, effectively crystallising a loss of roughly that $1.2 million.

No. The article states many executives financed share purchases with mortgages and with loans from Nine, but those loans were non‑recourse. That meant executives were not liable for the loans when the shares were made effectively worthless.

The article says about 40 top executives originally participated in the program, which involved roughly $25 million in share acquisitions. After asset sales, departures and retirements, 11 executives still remain participating in the plan.

CVC Asia Pacific took control of Nine in 2007 (led by managing partner Adrian MacKenzie) and insisted management have “skin in the game.” The article also notes CVC’s $1.9 billion investment in Nine is effectively worthless, although CVC will receive a payment for cooperating with the restructure that hands Nine to its debt holders once the deal is approved.

Yes. For most of the 40 top executives, participating meant taking mortgages on family homes—ranging from six‑ to seven‑figure sums—to help finance share purchases. The article highlights the risk: the shares became effectively worthless within a year as the media downturn hit.

Based on the article, the Nine case underscores that executive share plans can carry concentrated risk—managers mortgaged homes and used company loans to buy shares that later became worthless. It shows how sector downturns and restructures can erase value quickly, and how non‑recourse financing can limit personal liability for some participants.