Stokes punting, ASX tilt and new ABC Learning board
February 2, 2010
Dear Mayne Reporters,
We've long complained about the Babcock and Macquarie governance model for its listed funds. However, words at AGMs got us nowhere, so we've taken the next step and last night formally signed up for an ASX board tilt when this letter was emailed, faxed and snail mailed:
Kristy Chambers and Amanda Harkness
Joint Company Secretaries
ASX Ltd
Level 7, 20 Bridge St
Sydney 2000
By fax: (02) 9227 0885
By email: company.secretariat@asx.com.au
Monday, August 4, 2008
Dear ASX Joint Company Secretaries,
Please accept this letter as my formal consent to nominate for the board of ASX Ltd at the 2008 annual general meeting on September 24 in Sydney. I am the registered owner of 6 ASX Ltd shares at the address: PO Box 925, Templestowe, 3106. Please include the following CV and platform to be printed in the notice of meeting and distributed to ASX shareholders:
"Stephen Mayne, age 39. Bcom (Melb). Stephen Mayne is a Walkley Award winning business journalist and Australia's leading shareholder activist. He founded Australia's best known independent ezine www.crikey.com.au and now publishes the corporate governance ezine www.maynereport.com.
Mr Mayne is standing on the single issue platform that ASX rescinds waivers granted to various Babcock & Brown and Macquarie Group listed vehicles that allow them to not fully disclose their management agreements for the likes of Macquarie Airports and Babcock & Brown Power. Once ASX forces this disclosure, and thereby takes the corporate governance and disclosure high road again, Mr Mayne will immediately resign. He has provided ASX with an undated letter of resignation conditional on the completion of such a disclosure process."
In the interests of running a fair election, I strongly urge ASX Ltd to follow the lead of Telstra and declare there is a vacancy for an additional director if 50% of the shares voted support such a move. The practice of declaring there is no vacancy normally makes it statistically impossible for an outsider to get elected, even with 100% of the directed proxies in favour. I will protest loudly and publicly if ASX goes down this road, like it did when I ran for the board in 2000, 2001 and 2002.
I trust that the position on the notice paper will be determined by ballot and also request that you consult with me before editing the proposed platform. I would also request that all of the directors up for re-election speak to the motion and that I be given up to five minutes to address the meeting. A photograph can be supplied on request.
I also look forward to receiving timely and free access to a list of ASX's top 200 beneficial shareholders for the purposes of proxy solicitation.
Could you please confirm your receipt and acceptance of this nomination by email to smayne@crikey.com.au or by phone to (0412) 106 241 or fax to (03) 9846 7887. If there are any outstanding qualification issues pursuant to your constitution could you please inform me of those before the deadline for nominations close.
Yours Sincerely
Stephen Mayne
ASX Ltd shareholder
Undated letter of resignation
If the proxy advisers and institutions want to send a message but don't want me on the board, then this undated resignation letter should give them some comfort:
Mr David Gonski
Chairman
ASX Ltd
Level 7, 20 Bridge St
Sydney 2000
By fax: (02) 9227 0885
By email: david.gonski@asx.com.au
Undated
Dear Mr Gonski
Please accept this letter as my formal resignation from the board of ASX Ltd with immediate effect, conditional on ASX Ltd having successfully completed the process of requiring the full disclosure of all management agreements that Babcock & Brown and Macquarie Group have with various listed vehicles on the ASX.
Yours sincerely
Stephen Mayne
Director
ASX Ltd
ABC Learning gets a new board
New ABC Learning chairman David Ryan has teamed up with his three biggest shareholders - Morgan Stanley, Lazard and the Singapore Government which together speak for about 40% of the company - to completely rebuild the board of what is still on some measures the world's biggest childcare company.
Check out the announcement of the five new directors here.
Whilst founder Eddie Groves and his wife Le Neve both remain on the board, they have no meaningful shareholding and have clearly lost board control to the new team, which includes credible names such as Toll Holdings director Frank Ford, Sydney Ports chairman Paul Binstead and Brisbane property player Patrice Derrington.
Most importantly, Singapore Inc has appointed Temasek corporate adviser Colin Au and Morgan Stanley Private Equity, which now controls the US business and took a 15% placement in ABC Learning a few weeks ago, has appointed its Asian chief operating officer Andrew Hawkyard.
And with Ernst & Young's toughest Sydney auditor Brian Long now looking after ABC Learning, the days of Eddie running the company like his private fiefdom and pursuing various related party transactions are probably coming to a close. The next big question is when Eddie will be fired, but that hangs on finding someone who knows how to run this beast.
ABC Learning shares recovered 4c to 72.5c in a falling market today, which means Singapore Inc is only $370 million down on its $400 million investment last year. However, by taking a board seat rather than selling out, it does suggest something can be salvaged from the wreck, unlike the mess that is fellow Queensland company MFS.
Kerry Stokes and sharemarket punting
Kerry Stokes has proved himself to be quite the punter on the sharemarket with today's Seven Network results presentation including the disclosure that he was last night enjoying a $10 million paper profit on his $899 million of undisclosed sharemarket investments over the past few months.
Whilst we all knew that Seven was about $135 million underwater on its $540 million WA News investment, the only write-down actually booked today was $41 million on GRD, a Perth engineering company which is chaired by former WA Liberal Premier and current Stokes executive Richard Court.
Having read the press reports about Seven snaring a 5% stake in James Packer's rump Consolidated Media Holdings, the big question today was exactly how much of Seven's cash had been burnt in the plunging market on its unnamed investments.
Check out slide 11 of the analysts presentation and you'll see the line about the $899 million investment pool being worth $910 million last night. Jeepers, Stokes must be a good stock picker because the market is now down 30% from its peak on November 1 last year.
Being more than $170 million underwater on WAN and GRD is nothing to crow about it, but it could have been a lot worse and this partly explains why Seven shares are up strongly today, along with the proposed 20% buyback which will be approved at an EGM in September.
Bizarrely, Stokes refused to confirm at today's briefing whether his company would participate in the buyback. It never has before so we're all expecting the Stokes shareholding to move from 45% to a clear majority, as he cements control without ever making a full bid, something that the WA News board has complained long and loud about.
Unfortunately, Seven's November 13 AGM in Sydney is likely to clash with a big Melbourne meeting, so we'll have to catch up with Stokes at either the forthcoming EGM or the WAN AGM in Perth on November 5.
Finally, tune in for the regular spot with 774 ABC Melbourne's Lindy Burns at 5.40pm tonight.
That's all for now.
Do ya best, Stephen Mayne
* The Mayne Report is a multi-media governance website published by Stephen Mayne with occasional email editions. To unsubscribe from the emails click here.
We've long complained about the Babcock and Macquarie governance model for its listed funds. However, words at AGMs got us nowhere, so we've taken the next step and last night formally signed up for an ASX board tilt when this letter was emailed, faxed and snail mailed:
Kristy Chambers and Amanda Harkness
Joint Company Secretaries
ASX Ltd
Level 7, 20 Bridge St
Sydney 2000
By fax: (02) 9227 0885
By email: company.secretariat@asx.com.au
Monday, August 4, 2008
Dear ASX Joint Company Secretaries,
Please accept this letter as my formal consent to nominate for the board of ASX Ltd at the 2008 annual general meeting on September 24 in Sydney. I am the registered owner of 6 ASX Ltd shares at the address: PO Box 925, Templestowe, 3106. Please include the following CV and platform to be printed in the notice of meeting and distributed to ASX shareholders:
"Stephen Mayne, age 39. Bcom (Melb). Stephen Mayne is a Walkley Award winning business journalist and Australia's leading shareholder activist. He founded Australia's best known independent ezine www.crikey.com.au and now publishes the corporate governance ezine www.maynereport.com.
Mr Mayne is standing on the single issue platform that ASX rescinds waivers granted to various Babcock & Brown and Macquarie Group listed vehicles that allow them to not fully disclose their management agreements for the likes of Macquarie Airports and Babcock & Brown Power. Once ASX forces this disclosure, and thereby takes the corporate governance and disclosure high road again, Mr Mayne will immediately resign. He has provided ASX with an undated letter of resignation conditional on the completion of such a disclosure process."
In the interests of running a fair election, I strongly urge ASX Ltd to follow the lead of Telstra and declare there is a vacancy for an additional director if 50% of the shares voted support such a move. The practice of declaring there is no vacancy normally makes it statistically impossible for an outsider to get elected, even with 100% of the directed proxies in favour. I will protest loudly and publicly if ASX goes down this road, like it did when I ran for the board in 2000, 2001 and 2002.
I trust that the position on the notice paper will be determined by ballot and also request that you consult with me before editing the proposed platform. I would also request that all of the directors up for re-election speak to the motion and that I be given up to five minutes to address the meeting. A photograph can be supplied on request.
I also look forward to receiving timely and free access to a list of ASX's top 200 beneficial shareholders for the purposes of proxy solicitation.
Could you please confirm your receipt and acceptance of this nomination by email to smayne@crikey.com.au or by phone to (0412) 106 241 or fax to (03) 9846 7887. If there are any outstanding qualification issues pursuant to your constitution could you please inform me of those before the deadline for nominations close.
Yours Sincerely
Stephen Mayne
ASX Ltd shareholder
Undated letter of resignation
If the proxy advisers and institutions want to send a message but don't want me on the board, then this undated resignation letter should give them some comfort:
Mr David Gonski
Chairman
ASX Ltd
Level 7, 20 Bridge St
Sydney 2000
By fax: (02) 9227 0885
By email: david.gonski@asx.com.au
Undated
Dear Mr Gonski
Please accept this letter as my formal resignation from the board of ASX Ltd with immediate effect, conditional on ASX Ltd having successfully completed the process of requiring the full disclosure of all management agreements that Babcock & Brown and Macquarie Group have with various listed vehicles on the ASX.
Yours sincerely
Stephen Mayne
Director
ASX Ltd
ABC Learning gets a new board
New ABC Learning chairman David Ryan has teamed up with his three biggest shareholders - Morgan Stanley, Lazard and the Singapore Government which together speak for about 40% of the company - to completely rebuild the board of what is still on some measures the world's biggest childcare company.
Check out the announcement of the five new directors here.
Whilst founder Eddie Groves and his wife Le Neve both remain on the board, they have no meaningful shareholding and have clearly lost board control to the new team, which includes credible names such as Toll Holdings director Frank Ford, Sydney Ports chairman Paul Binstead and Brisbane property player Patrice Derrington.
Most importantly, Singapore Inc has appointed Temasek corporate adviser Colin Au and Morgan Stanley Private Equity, which now controls the US business and took a 15% placement in ABC Learning a few weeks ago, has appointed its Asian chief operating officer Andrew Hawkyard.
And with Ernst & Young's toughest Sydney auditor Brian Long now looking after ABC Learning, the days of Eddie running the company like his private fiefdom and pursuing various related party transactions are probably coming to a close. The next big question is when Eddie will be fired, but that hangs on finding someone who knows how to run this beast.
ABC Learning shares recovered 4c to 72.5c in a falling market today, which means Singapore Inc is only $370 million down on its $400 million investment last year. However, by taking a board seat rather than selling out, it does suggest something can be salvaged from the wreck, unlike the mess that is fellow Queensland company MFS.
Kerry Stokes and sharemarket punting
Kerry Stokes has proved himself to be quite the punter on the sharemarket with today's Seven Network results presentation including the disclosure that he was last night enjoying a $10 million paper profit on his $899 million of undisclosed sharemarket investments over the past few months.
Whilst we all knew that Seven was about $135 million underwater on its $540 million WA News investment, the only write-down actually booked today was $41 million on GRD, a Perth engineering company which is chaired by former WA Liberal Premier and current Stokes executive Richard Court.
Having read the press reports about Seven snaring a 5% stake in James Packer's rump Consolidated Media Holdings, the big question today was exactly how much of Seven's cash had been burnt in the plunging market on its unnamed investments.
Check out slide 11 of the analysts presentation and you'll see the line about the $899 million investment pool being worth $910 million last night. Jeepers, Stokes must be a good stock picker because the market is now down 30% from its peak on November 1 last year.
Being more than $170 million underwater on WAN and GRD is nothing to crow about it, but it could have been a lot worse and this partly explains why Seven shares are up strongly today, along with the proposed 20% buyback which will be approved at an EGM in September.
Bizarrely, Stokes refused to confirm at today's briefing whether his company would participate in the buyback. It never has before so we're all expecting the Stokes shareholding to move from 45% to a clear majority, as he cements control without ever making a full bid, something that the WA News board has complained long and loud about.
Unfortunately, Seven's November 13 AGM in Sydney is likely to clash with a big Melbourne meeting, so we'll have to catch up with Stokes at either the forthcoming EGM or the WAN AGM in Perth on November 5.
Finally, tune in for the regular spot with 774 ABC Melbourne's Lindy Burns at 5.40pm tonight.
That's all for now.
Do ya best, Stephen Mayne
* The Mayne Report is a multi-media governance website published by Stephen Mayne with occasional email editions. To unsubscribe from the emails click here.