Wakakakak.... Spot on.... SOL
Ryan Sent from my BlackBerry® pake perangko Rp 5.000 -----Original Message----- From: Bayu Wirawan <bayu.wira...@ahlikeuangan-indonesia.com> Date: Fri, 19 Feb 2010 21:48:45 To: <AhliKeuangan-Indonesia@yahoogroups.com> Subject: Re: [Keuangan] Research Question Yang lebih licik ya temannya lae abren. Masa' mau jadi phd kok cari jawaban di milis...:) regards, bayu On 16/02/2010, Bali da Dave <dfa...@yahoo.com> wrote: > Wah ceritanya menarik sekali.... gak tau mau komen bagimana ya... > Si nick itu licik like a fox... gitu aja kali ya... > > Bisa dapet phd gak saya? he he he... > > --- On Sat, 13/2/10, abren ginting <palam...@yahoo.com> wrote: > > From: abren ginting <palam...@yahoo.com> > Subject: [Keuangan] Research Question > To: Ahlikeuangan-Indonesia@yahoogroups.com > Received: Saturday, 13 February, 2010, 7:13 PM > > > > > > > > > > > > > > > > > > Maaf Para Ahli Keuangan, > > Ada pertanyaan dari teman di Aussie untuk Case study Phd nya, > > mungkin ada yg bisa membantu (akan ada gift menarik) > > saya forward saja: > > > > Case Study: Do you understand this? Could you location and execute your own > 10 bagger? > > > > > > The best unknown activist investment of 2009 > > > > > > October 9, 2009 by greenbackd > > > > > > > > In keeping with our penchant for stories about idiosyncratic investors who > trade in odd securities found off the beaten track, we bring you perhaps the > best unknown activist investment of 2009. With a far away land, a young > protagonist, an odd treasure, an unexpected twist and a narrow escape, it’s > a bullwhip and a fedora short of being an Indiana Jones movie. In the role > of young protagonist is Nicholas Bolton, a 27-year old investor who made > A$4.5M ($4M) almost bringing down BrisConnections, the developer of a A$4.8B > ($4.3B) Australian toll road. What’s most amazing is that he achieved this > with an initial stake worth just A$47,000 ($42,000). In so doing, he became > the bête noire of his fellow BrisConnections investors, attracted the > attention of the Australia Securities and Investments Commission (similar to > the SEC) and drew the ire of the Australian media. > > > > *BrisConnections: The Temple of Doom* > > > > Several unusual elements make the Nicholas Bolton versus BrisConnections > story reasonably complex. Bear with us, to understand the story it’s > necessary to understand the BrisConnections security in detail. > > > > > > BrisConnections, backed by Deutsche Bank, Credit Suisse Group, JPMorgan > Chase & Co. and Macquarie Bank, raised A$1.23B ($1.16B) in July last year > through the sale of an unusual equity security called a stapled unit. The > BrisConnections stapled unit is a unit in the trust holding the toll road > assets and a share in the corporate trustee. The trust unit and the share > must trade together, and hence are said to be stapled. The reasons for > creating such a security are beyond the scope of this post, but suffice it > to say that stapled securities offer certain tax benefits. What really makes > this story interesting is that the BrisConnections stapled units were issued > on an installment basis. Installment means that on application purchasers > paid A$1 ($0.90) for each stapled unit and were then obliged to make two > further installments of A$1 ($0.90) each, payable nine months and 18 months > after the IPO. In a world of rapidly rising stock prices, installment > > securities present no problem. When stockmarkets are in decline, however, > the securities can trade down dramatically as investors attempt to avoid > paying further installments. > > > > 13IPO tanked spectacularly, dropping 60% on the first day of trading before > falling into terminal decline. A few months before the first installment was > to fall due, the units had traded down to A$0.001 (that’s 1/10th of a cent). > At a unit price of $0.001, a BrisConnections unit became a very dangerous > security for those not realising that the units came with two A$1.00 > installments for each $0.001 paid. That meant, for example, that a purchaser > of $1,000 of the units owed $2M in installments and a purchaser of $10,000 > owed $20M. It seems that there were many purchasers at $0.001 who were > unable to fulfil their obligations and then decided that they would rather > not own BrisConnections units. Unfortunately for them, they had run out of > greater fools. As Charlie Munger might say, they were like the mouse who > cries, “Let me out of the trap, I’ve decided I don’t want the cheese.” A > month out from the first installment, there were ~70M units on the > > ask at $0.001 – the minimum price at which a security can trade on the > Australian Stock Exchange – and no bids. > > > > > > > > Enter Nicholas Bolton. > > > > *Bolton: Raider of the Lost Ark* > > > > Bolton had started acquiring BrisConnections units through an investment > company, Australian Style Investments, in November last year. Before too > long, he’d spent A$47,000 to acquire a 15% stake and become BrisConnections > largest unitholder. He’d also taken on a A$94M liability, money that he did > not have. What he did next comes straight from the World Poker Tour. No, he > didn’t fold. He went all in, upping his stake to 19.9%. Why 19.9%? Under > Australian law, a purchaser of 20% of a company’s stock is obliged to make a > takeover bid to all remaining stockholders. By sitting at 19.9%, Bolton had > the option of making a bid for the remaining stock, but not the obligation. > He then approached BrisConnections about refinancing the liability. When > BrisConnections failed to respond, he moved to have management removed and > the trust dissolved. The application achieved its end: It got the attention > of management. It was, however, a long shot. Bolton needed > > the support of 75 per cent of his fellow investors to have the dissolution > resolution passed. It was also not clear that it would prevent the fund from > collecting the first installment. Under Australian law, the trust had 21 > days to call a general meeting and 45 days to hold it, by which date the > notice demanding the first installment fee would have been issued. If > BrisConnections management was nervous about the dissolution, they didn’t > show it in the media. The chairman, a Mr. Trevor Rowe, described the > application as “frivolous,” while a spokesman described it as “a mere > sideshow to a $5B infrastructure project that is promising to provide 11,000 > jobs.” They also made it known that a liquidation of the trust would not > extinguish the first A$1 liability owing on each unit. BrisConnections > advisers where not so sanguine: one, Macquarie,co- underwriter and financier > of BrisConnections, brought an injunction action against him seeking to > prevent > > him from holding the meeting. In a two-minute hearing, the judge did not > uphold any of Macquarie’s claims, or grant the injunction to stop the > meeting of unitholders from proceeding. It was swift justice, and it seemed > to set the scene for something very rare: a highly entertaining general > meeting. > > > > *The Last Crusade* > > > > After succeeding against Macquarie and BrisConnections in an extensive court > battle, it seemed that BrisConnections was a general meeting away from > dissolution. Bolton held 19.9% of the units on issue, and a sizeable number > of the other holders had purchased their units at $0.001. Perhaps sensing > that Bolton had the momentum, management told those investors present at the > meeting were told their units would be worthless if BrisConnections was > liquidated, as BrisConnections would have ”zero value” as a company. Bolton, > however, was not one of the investors present at the meeting. Why? He had > already voted /against /the resolutions he had proposed and defended at > court. BrisConnections chairman told the startled unitholders present at the > meeting that Australian Style Investments had voted against all seven > resolutions when its proxies were received several days before the meeting. > Accordingly, the special resolution fell short of the required 75% > > voting threshold. The unitholders might have seen Bolton as a savior after > he went to court to ensure the vote took place, but they were cursing his > name by the end of the day. What had happened to cause Bolton to vote > against his own resolution? > > > > Unknown to the investors at the meeting, Bolton had already sold his voting > rights to Thiess John Holland, the design and construction contractor for > the Airport Link. The price? A$4.5M. It seems this had been Bolton’s > strategy all along. Rowe, the chairman, described to Inside Business a > discussion he had with Bolton as he was searching for a buyer for his voting > rights: > > > > I called [Nicholas Bolton’s] adviser and asked him what he had in > > > > mind. He mentioned some numbers to me. I said I thought they were > > > > pretty excessive and I gave him a lower number. And he said well Mr > > > > Bolton needs $5 million otherwise he is not going to do this. And we > > > > thought about it and we decided that we would not engage further. > > > > I said to him when he proposed a number which I thought was > > > > preposterous that it’s more like a two to three [million] number > > > > than a seven and half [million] number. > > > > I didn’t engage in a negotiation. > > > > > > > > Rowe didn’t want to cough up for the votes. Thiess, however, was happy to > part with A$4.5M to prevent the A$4.8B project from falling over. > BrisConnections other investors were unhappy. A hedge fund that was > BrisConnections’s second biggest investor at 13%, threatened legal action, > telling the The Sydney Morning Herald: > > > > > > > > He’s not going to get (the $4.5 million), I can promise you that. > > > > He’s just ruined his corporate life forever. > > > > I’d trust Mr Bolton like I’d trust a rabbit with a lettuce leaf. > > > > > > > > *Post mortem* > > > > To date, we are not aware of any proceedings being started against Bolton. > It seems he got away with the A$4.5M. Not a bad payday for an initial > $47,000 investment and a little negotiation. What about the liability? Did > Bolton know that the securities came with that huge downside? It seems he > did. He contained the liability to his investment vehicle, Australian Style > Investments. The A$4.5M was paid to an another entity of Bolton’s, > Australian Style Holdings, to quarantine it from the $120M liability in > Australian Style Investments. The Weekend Financial Review also reported > that Bolton had been searching for an opportunity like BrisConnections for a > while: A company in which he could take a large interest quickly > > and easily. In a confidential strategy document emailed to Ernst & Young and > Deloitte in early December last year, Bolton detailed a plan to increase > his holding in BrisConnections up to 49.9 per cent of the listed units and > then recapitalize the company. Those advisers rejected his takeover plan, so > he adjusted his strategy in late December or early January to a > > liquidation. He told one newspaper he was “playing a game” from the start > and “the result of that game was to extract a benefit from the carcass of > BrisConnections:” > > > > > > I took a commercial approach to this before buying in. I saw an > > > > opportunity to improve the position of unit holders through our > > > > entry in the company, and the actions we were planning to undertake. > > > > It was a commercial transaction, intended for commercial gain, for > > > > unit holders and for myself. > > > > > > To the extent there was an altruistic outcome it was unintended, in > > > > that my interests were aligned with the interests of all other unit > > > > holders. But there was always a commercial intention on our part. We > > > > didn’t seek the tag of white knight, and it doesn’t fit. > > > > > > [Let] me say it would be commercially remiss and foolish of me, on a > > > > matter of indifference, not to take a dollar or to leave a dollar. > > > > It’s a commercial decision. > > > > > > > > *Conclusion* > > > > > > What’s the lesson? It’s better to be lucky than good? Well, yes, but that’s > doing a disservice to young Nick. We think the lesson is that there’s value > in the control or influence of a company beyond the underlying intrinsic > value of the stock. It’s why we have in the past followed activist investors > into stocks when it’s possible that there’s no underlying asset value, and > it’s why we’ll do it again in the future. > > > > What happened to the other investors? Well, it’s a happy ending for them > too. Macquarie Bank has now thrown them a lifeline and agreed to buy their > obligations if they give up their holding and 100 per cent of their units > for free. > > > > > > Did Bolton know that the securities came with that huge downside? It > > seems he did. He contained the liability to his investment vehicle, > Australian Style Investments. > > > > That’s not quite right, he went a step further and bought puts for his > position from a friend of his family who had no assets. So if it all went > against him, he was going to put the liability to that guy, who clearly > would have simply declared bankruptcy. > > > > > > > > [Non-text portions of this message have been removed] > > > > > > > > > > > > > > > > > > > > > > > > >__________________________________________________________________________________ > Yahoo!7: Catch-up on your favourite Channel 7 TV shows easily, legally, and > for free at PLUS7. www.tv.yahoo.com.au/plus7 > > [Non-text portions of this message have been removed] > > -- Sent from my mobile device ------------------------------------ ========================= Blog resmi AKI, dengan alamat www.ahlikeuangan-indonesia.com ------------------------- Facebook AKI, untuk mengenal member lain lebih personal, silahkan join http://www.facebook.com/group.php?gid=6247303045 ------------------------- Arsip Milis AKI online, demi kenyamanan Anda semua http://www.mail-archive.com/ahlikeuangan-indonesia@yahoogroups.com ========================= Perhatian : - Untuk kenyamanan bersama, dalam hal me-reply posting, potong/edit ekor posting sebelumnya - Diskusi yg baik adalah bila saling menghormati pendapat yang ada. 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