Good article by Prof Mak Yuen Teen in the Business Times (Singapore) about the collapse of ABC Learning Centres in Australia, and the similarities and differences with Olam.
"The main criticisms of Olam by Muddy Waters were about its business model, accounting, aggressive acquisitions and capital expenditure, leverage and weak operating cash flow. These are very similar to the factors which contributed to ABC's demise."
"Supposedly long-term debt can quickly become repayable in the short term or much more expensive, especially if debt covenants have been breached. Breaches of debt covenants can also have a domino effect."
"Although its profits had been increasing steadily over the last few years, there have been many cases of companies which have failed on the back of positive profits and negative operating cash flow."
"It emerged that the Groves and some of the other ABC directors had pledged their shares to borrow money. As the share price plummeted, they were forced to sell shares equivalent to 5.6 per cent of the company to satisfy margin calls. This flooded the market with shares and pummelled the share price further."
A Blog about [1] Corporate Governance issues in Malaysia and [2] Global Investment Ideas
Saturday, 29 December 2012
Friday, 28 December 2012
Malaysia at Crossroads
Excellent collection of critical articles in The Edge of December 24, 2012.
Some excerpts:
“…. political integrity to replace the dirty, corrupt and adversarial with idealism, activism and intellectualism based on values, knowledge, wisdom, service, transparency, accountability and good governance”
Datuk Saifuddin Abdullah, Deputy Minister of Higher Education
“In Malaysia, corruption is not a random or occasional occurrence but tends to be systemic and cuts across authoritarian and democratic regimes. Kleptocrats are usually not merely mid-level officials who extort money or receive bribes as means to make ends meet, but high-ranking officials and top-level politicians who engage in corrupt acts to do business and accumulate wealth. The question for Malaysians is, are we a country in which corruption is the dominant means of doing business and can be referred to as the fifth factor of production? To the extent that kleptocratic rule develops and expands, whatever genuine democratic forces there are will recede into the background. This is because the kind of democracy that is based on good governance and accountability to the people is antithetical to the interests of the kleptocrats. At most, a formal and limited form of democracy will survive.”
Syed Farid Alatas, head of Department of Malay Studies, NUS
“Malaysia outperformed most other developing economies because its civil service, police, judiciary, universities, schools, political parties, regulatory agencies and development institutions were often first world in quality. It may not be a popular thing to say but it is a fact that Malaysia’s institutional edge has diminished in the past 20 years. Without institutional revitalization, Malaysia will not resolve corruption and crime. Neither will it be able to build the human capital needed to compete effectively nor will it be able to reverse the brain drain and attract the talent needed to excel.”
Manu Bhaskaran, partner and head of economic research at Centennial Group
“There are still many instruments of control that effectively stifle genuine discussion of issues that matter to the country. Do we want a society that values and protects our freedom to debate and discuss issues of importance to us? Or one that would rather have us remain quiet and disengage ourselves from the national discourse?”
Malek Ali, founder of BFM 89.9
“This mentality is reflected in our poor track record for civil and political rights, free and fair elections, transparent governance, press freedom and respect for the dignity of all persons regardless of race, gender and religion. Malaysia has yet to sign the United Nations convention on the elimination of all forms of racial discrimination and the covenants on civil, political, economic, social and cultural rights. The national economy, while important, may not be the crucial election issue. What matters if we are to get over the Third World mentality is to cross the racial and ideological divides, to root out the corruption and patronage, eradicate institutional discrimination, and depoliticise the police and judiciary.
Eric Loo, journalist
Thursday, 27 December 2012
KiniBiz, new business website
KiniBiz has been announced on the Malaysiakini website. I am a fan of P. Gunasegaram, one of the rare journalists who dares to speak up, who is one of the founders. For a long time I hoped that Malaysiakini would also focus on business issues. It only makes sense, since politics and business are so often, unfortunately, intertwined in Malaysia.
KiniBiz's teaser:
"What's the real deal? In the dark? We're not surprised. Business news should go beyond the spin and the hype. We will smash through the barrier with independent, fast, and incisive business news to discerning readers.
We will break news, analyse it, dissect the complexities and comment unflinchingly. We will unravel and reveal the players behind the scenes and put things in the right context. And more. If you want to be informed and be ahead of the crowd and the market, you will want to read us - everyday and during the day. We will shed some light."
We feel there is a gap to be filled in the coverage of business news. We aim to fill that gap. It would take effort and it would be a different kind of editorial stance from what we have seen before in the coverage of Malaysian business news.
KiniBiz also aims to be a complete portal for business news which means that we will closely follow foreign business news as well, especially those which have a major impact on the average citizen and this region. We will carefully select the news, analysis and commentary here, too.
Unfortunately, it will be for subscribers only, but if the quality is good, that should not be an issue. Hoping for some truly independent, in-depth research of Malaysian business issues. Start will be somewhere in the first quarter of 2013.
KiniBiz's teaser:
"What's the real deal? In the dark? We're not surprised. Business news should go beyond the spin and the hype. We will smash through the barrier with independent, fast, and incisive business news to discerning readers.
We will break news, analyse it, dissect the complexities and comment unflinchingly. We will unravel and reveal the players behind the scenes and put things in the right context. And more. If you want to be informed and be ahead of the crowd and the market, you will want to read us - everyday and during the day. We will shed some light."
We feel there is a gap to be filled in the coverage of business news. We aim to fill that gap. It would take effort and it would be a different kind of editorial stance from what we have seen before in the coverage of Malaysian business news.
KiniBiz also aims to be a complete portal for business news which means that we will closely follow foreign business news as well, especially those which have a major impact on the average citizen and this region. We will carefully select the news, analysis and commentary here, too.
Unfortunately, it will be for subscribers only, but if the quality is good, that should not be an issue. Hoping for some truly independent, in-depth research of Malaysian business issues. Start will be somewhere in the first quarter of 2013.
Wednesday, 26 December 2012
Records destroyed at Chinese listed companies
Article from The Business Times (Singapore), December 19, 2012, "Cruel fates send China Paper trail up in smoke" from Kenneth Lim:
Boy, Chinese companies in the corporate governance spotlight just can't seem to catch a break.
The latest victim of unfortunate circumstances is China Paper Holdings, which said this week that a fire from a short circuit had broken out on one of its properties and, if that was not bad enough, destroyed financial records for all of 2011 and the first eight months of 2012.
For a company that has come under fire (the metaphorical kind) for ints investment plans and fund-raising decisions; is facing a difficult year ont he profits front (or at least until reconstructed accounts can state again); and whose financial controller left on Nov. 30 "to pursue personal interests", thiis mishap is inopportune.
Could the gods be any more cruel?
..... China Paper will now have to wait an estimated four to six months - nothing short of a lifetime - to get the truth out. That is how long the company estimates it will need to reconstruct its financial records. This is awfully inconvenient.
..... The fact that a number of Chinese companies that have come under scrutiny have also had the misfortune of meeting with records-destroying accidents - Sino Techfibre and China Sun Bio-chem Technology Group being two others in recent years - shows how circumstances have conspired to make life even tougher for those already under pressure. Life can be terribly unfair.
The company just issued 907,922,418 (!) new shares due to a rights issue at SGD 0.036 (!).
This is the graph of the share price of China Paper, not a pretty sight:
Boy, Chinese companies in the corporate governance spotlight just can't seem to catch a break.
The latest victim of unfortunate circumstances is China Paper Holdings, which said this week that a fire from a short circuit had broken out on one of its properties and, if that was not bad enough, destroyed financial records for all of 2011 and the first eight months of 2012.
For a company that has come under fire (the metaphorical kind) for ints investment plans and fund-raising decisions; is facing a difficult year ont he profits front (or at least until reconstructed accounts can state again); and whose financial controller left on Nov. 30 "to pursue personal interests", thiis mishap is inopportune.
Could the gods be any more cruel?
..... China Paper will now have to wait an estimated four to six months - nothing short of a lifetime - to get the truth out. That is how long the company estimates it will need to reconstruct its financial records. This is awfully inconvenient.
..... The fact that a number of Chinese companies that have come under scrutiny have also had the misfortune of meeting with records-destroying accidents - Sino Techfibre and China Sun Bio-chem Technology Group being two others in recent years - shows how circumstances have conspired to make life even tougher for those already under pressure. Life can be terribly unfair.
The company just issued 907,922,418 (!) new shares due to a rights issue at SGD 0.036 (!).
This is the graph of the share price of China Paper, not a pretty sight:
Tuesday, 25 December 2012
Netherlands, Holland and the Dutch
Hillarious video about the confusion between The Netherlands (my homecountry) and Holland, and why the language and the people are called "Dutch".
Monday, 24 December 2012
Transparency in voting
In Hong Kong, independent shareholders of Automated Systems (0771) have vetoed a connected transaction. Unfortunately, something similar happens much too rarely in Malaysia.
But the purpose of this posting is about something else, transparency in voting at AGM/EGM's.
The announcement by Automated Systems to the HKEX of the results can be found here.
Of interest is the following table:
A simple table showing the number of votes and percantages in favour and against the proposal.
My question is: why can't this be done in Malaysia? Why do we only get the result (resolution passed or not) of the voting? Why can we not get the details?
Here is an example in Malaysia, the announcement of the voting at the EGM of Hibiscus Petroleum can be found here.
On behalf of Hibiscus Petroleum Berhad, Hong Leong Investment Bank Berhad (formerly known as MIMB Investment Bank Berhad) is pleased to announce that the shareholders of Hibiscus Petroleum have, at the extraordinary general meeting (“EGM”) held today, approved the ordinary resolutions as set out in the Notice of EGM dated 4 December 2012.
That is all, one short paragraph, no details whatsoever, why?
Many times proposals (often acquisitions in Related Party Transactions at skyhigh prices or delisting exercises at very low prices) have "mysteriously" been approved in EGM's. In those cases, the exact voting would have given a lot more information than only the bare result. Since the votes are anyhow counted, why not reveal them?
But the purpose of this posting is about something else, transparency in voting at AGM/EGM's.
The announcement by Automated Systems to the HKEX of the results can be found here.
Of interest is the following table:
A simple table showing the number of votes and percantages in favour and against the proposal.
My question is: why can't this be done in Malaysia? Why do we only get the result (resolution passed or not) of the voting? Why can we not get the details?
Here is an example in Malaysia, the announcement of the voting at the EGM of Hibiscus Petroleum can be found here.
On behalf of Hibiscus Petroleum Berhad, Hong Leong Investment Bank Berhad (formerly known as MIMB Investment Bank Berhad) is pleased to announce that the shareholders of Hibiscus Petroleum have, at the extraordinary general meeting (“EGM”) held today, approved the ordinary resolutions as set out in the Notice of EGM dated 4 December 2012.
That is all, one short paragraph, no details whatsoever, why?
Many times proposals (often acquisitions in Related Party Transactions at skyhigh prices or delisting exercises at very low prices) have "mysteriously" been approved in EGM's. In those cases, the exact voting would have given a lot more information than only the bare result. Since the votes are anyhow counted, why not reveal them?
Saturday, 22 December 2012
Hedge funds going nowhere
A picture paints a thousand words:
Up to the crisis of 2008/9 the story was that hedge funds were trailing but they would do better when markets turn south, their bets were "hedged".
That story turned out to be simply not true.
From The Economist:
The S&P 500 has now outperformed its hedge-fund rival for ten straight years, with the exception of 2008 when both fell sharply. A simple-minded investment portfolio—60% of it in shares and the rest in sovereign bonds—has delivered returns of more than 90% over the past decade, compared with a meagre 17% after fees for hedge funds (see chart). As a group, the supposed sorcerers of the financial world have returned less than inflation. Gallingly, the profits passed on to their investors are almost certainly lower than the fees creamed off by the managers themselves.
And then: "Justifications for poor performance are as diverse as hedge funds themselves."
But numbers don't lie, performance has been too bad and we don't really need to know the justifications. There can only be one explanation, the 2/20 commission simply doesn't work, it is much too much in favour of the managers, to the detriment of the investors.
[2/20 refers to 2% yearly management fees and 20% of the outperformance]
Interestingly, I know some hedge fund managers who have outperformed their niche markets (for instance Asian small and mediumsize cap stocks) by a wide margin, and I don't think that was luck at all. I am pretty convinced they will continue to do so.
But the bad news is that the returns for the other managers will then even be lower.
Also, there has been a lot of news lately about insider trading cases in the US by hedge fund managers. Apparently, the pressure to perform (justifying the 2/20 commissions) might have been too high for some and they resorted to illegal means.
For those seeking exposure to international stocks and bonds, ETF's might be a good alternative.
Up to the crisis of 2008/9 the story was that hedge funds were trailing but they would do better when markets turn south, their bets were "hedged".
That story turned out to be simply not true.
From The Economist:
The S&P 500 has now outperformed its hedge-fund rival for ten straight years, with the exception of 2008 when both fell sharply. A simple-minded investment portfolio—60% of it in shares and the rest in sovereign bonds—has delivered returns of more than 90% over the past decade, compared with a meagre 17% after fees for hedge funds (see chart). As a group, the supposed sorcerers of the financial world have returned less than inflation. Gallingly, the profits passed on to their investors are almost certainly lower than the fees creamed off by the managers themselves.
And then: "Justifications for poor performance are as diverse as hedge funds themselves."
But numbers don't lie, performance has been too bad and we don't really need to know the justifications. There can only be one explanation, the 2/20 commission simply doesn't work, it is much too much in favour of the managers, to the detriment of the investors.
[2/20 refers to 2% yearly management fees and 20% of the outperformance]
Interestingly, I know some hedge fund managers who have outperformed their niche markets (for instance Asian small and mediumsize cap stocks) by a wide margin, and I don't think that was luck at all. I am pretty convinced they will continue to do so.
But the bad news is that the returns for the other managers will then even be lower.
Also, there has been a lot of news lately about insider trading cases in the US by hedge fund managers. Apparently, the pressure to perform (justifying the 2/20 commissions) might have been too high for some and they resorted to illegal means.
For those seeking exposure to international stocks and bonds, ETF's might be a good alternative.
Tuesday, 18 December 2012
Air Asia Berhad to pay RM 645,000 penalty for breaching the Australian Consumer Law
The ACCC won its courtcase against AirAsia according to this article on its website.
The irony is that AirAsia Bhd has to pay the fine of RM 645,000 for flights of AirAsia X, because AirAsia is running the website (and numerous other services) for AirAsia X.
"The Federal Court in Melbourne has imposed a penalty of $200,000 against Air Asia Berhad for contravening the single pricing provision of the Australian Consumer Law.
Air Asia Berhad, for a period of 10 months, did not display on its website (www.airasia.com) some airfare prices inclusive of all taxes, duties, fees and other mandatory charges in a prominent way and as a single figure.
.....
Justice Tracey also accepted a court undertaking from Air Asia Berhad restraining it from engaging in similar conduct for 3 years."
AirAsia wrote "proudly" in the draft IPO prospectus of AirAsia X that the airline has the highest income for additional services. That might be the case, but it has to be transparent about the taxes, duties, fees and other mandatory charges, at least in Australia and hopefully in all other countries in the world, including Malaysia.
The irony is that AirAsia Bhd has to pay the fine of RM 645,000 for flights of AirAsia X, because AirAsia is running the website (and numerous other services) for AirAsia X.
"The Federal Court in Melbourne has imposed a penalty of $200,000 against Air Asia Berhad for contravening the single pricing provision of the Australian Consumer Law.
Air Asia Berhad, for a period of 10 months, did not display on its website (www.airasia.com) some airfare prices inclusive of all taxes, duties, fees and other mandatory charges in a prominent way and as a single figure.
.....
Justice Tracey also accepted a court undertaking from Air Asia Berhad restraining it from engaging in similar conduct for 3 years."
AirAsia wrote "proudly" in the draft IPO prospectus of AirAsia X that the airline has the highest income for additional services. That might be the case, but it has to be transparent about the taxes, duties, fees and other mandatory charges, at least in Australia and hopefully in all other countries in the world, including Malaysia.
Sunday, 16 December 2012
Anti-portfolio
If you had been offered shares in Ebay, Apple, Google, PayPal and a slew of other companies, and you would have rejected those deals, and the price of these shares would have surged beyond believe, would you dare to publish that, for all to see?
If you had been offered shares in FedEx, not once, not twice but seven times, and rejected the deal every single time, would you write about that?
It is very rare in the financial world to actually do that, but Venture Capital (VC) fund Bessemer Venture Partners is the exception to the rule, and does publish these facts on their website in their "anti-portfolio". Some examples:
BVP's Felda Hardymon was offered a small position in the company's last private round, and waved it away: too small a position, he thought, at too high a price. In less than a year it was worth 17x.
BVP had the opportunity to invest in pre-IPO secondary stock in Apple at a $60M valuation. BVP's Neill Brownstein called it "outrageously expensive."
Stamps? Coins? Comic books? You've GOT to be kidding," thought Cowan. "No-brainer pass."
Cowan’s college friend rented her garage to Sergey and Larry for their first year. In 1999 and 2000 she tried to introduce Cowan to “these two really smart Stanford students writing a search engine”. Students? A new search engine? In the most important moment ever for Bessemer’s anti-portfolio, Cowan asked her, “How can I get out of this house without going anywhere near your garage?”
BVP has an excellent reputation as a VC fund, has hit many homeruns in their portfolio, of which more than 100 companies IPO-ed. Some of their better known ones are: Skype, LinkedIn, Yelp, Pinterest, VeriSign. Still, its openness about the opportunities that they did not invest in is rather remarkable. Hopefully more fund managers will follow this example.
If you had been offered shares in FedEx, not once, not twice but seven times, and rejected the deal every single time, would you write about that?
It is very rare in the financial world to actually do that, but Venture Capital (VC) fund Bessemer Venture Partners is the exception to the rule, and does publish these facts on their website in their "anti-portfolio". Some examples:
BVP's Felda Hardymon was offered a small position in the company's last private round, and waved it away: too small a position, he thought, at too high a price. In less than a year it was worth 17x.
BVP had the opportunity to invest in pre-IPO secondary stock in Apple at a $60M valuation. BVP's Neill Brownstein called it "outrageously expensive."
Stamps? Coins? Comic books? You've GOT to be kidding," thought Cowan. "No-brainer pass."
Cowan’s college friend rented her garage to Sergey and Larry for their first year. In 1999 and 2000 she tried to introduce Cowan to “these two really smart Stanford students writing a search engine”. Students? A new search engine? In the most important moment ever for Bessemer’s anti-portfolio, Cowan asked her, “How can I get out of this house without going anywhere near your garage?”
BVP has an excellent reputation as a VC fund, has hit many homeruns in their portfolio, of which more than 100 companies IPO-ed. Some of their better known ones are: Skype, LinkedIn, Yelp, Pinterest, VeriSign. Still, its openness about the opportunities that they did not invest in is rather remarkable. Hopefully more fund managers will follow this example.
Thursday, 13 December 2012
Three interesting developments from the Hong Kong Exchange
[1] The SFC has published its conclusions on proposals concerning initial public offering (IPO) sponsors. The announcement on the SFC's website can be found here, the full article here.
"The changes, along with a streamlined regulatory process, will incentivise sponsors to raise standards, pick the right deals and manage them well which should in turn reduce risks for investors and all those involved in IPOs," said SFC Chief Executive Officer Mr Ashley Alder. "Although we are now experiencing lower IPO volumes these reforms will underpin market confidence during all market cycles."
Mr Alder further noted that "a high-quality application should mean that the regulatory commenting process is shorter and less intensive." The SFC and the Stock Exchange of Hong Kong Ltd (SEHK) will work on measures to streamline this process so that companies can be listed more efficiently.
The proposals are intended to enable and incentivise sponsors to take a responsible, proactive and constructive role when leading IPOs and, overall, maintain investor confidence in Hong Kong’s IPO market.
Malaysia has long time suffered from bad quality IPO's. I used to subscribe to the SPG (Stock Performance Guide) from Dynaquest, every six months I would go through the just published book searching for counters I might have overlooked. The end result was always the same, I was hugely depressed by the hundreds and hundreds of Malaysian listed companies whose long term ROE (Return On Equity) was way below the return on a simple Fixed Deposit. Malaysia therefore could have benefitted from a much tougher regime, for instance regarding sponsors.
Luckily, things seem to have improved, and the average quality of recent IPO's has risen. Unfortunately, the Bursa Malaysia is still swamped with those old companies of low quality, many of which hardly trade at all.
[2] HKEx published a Guidance Letter (GL46-12) on unrealised fair value gains on valuation of biological assets for the purpose of trading record and profit requirements under Rule 8.05(1)(a); disclosure requirements for IPO applicants with biological assets and due diligence work expected to be performed by sponsor and other professional advisers on biological assets. It also supersedes paragraphs 17 and 18 of Listing Decision HKEx-LD66-1. The letter can be found here.
"Our treatment described below is unique to applicants engaging in agricultural activities in view of the nature and inherent risks relating to the biological assets and their valuation. It is not appropriate to apply this treatment to all applicants who recognise unrealised fair value gains of their trading/ principal assets under the applicable accounting standards, e.g. investment properties and investments in securities. We consider that the risks in biological assets are higher as they are perishable and their valuation is usually subject to higher uncertainty due to the complex and not easily verifiable assumptions adopted."
As David Webb described it on his website: "In other words, "money doesn't grow on trees". Next up: for inventory purposes, poultry-breeders will not be allowed to count their chickens until they are hatched."
Valuation of biological assets was one of the points raised by Muddy Waters in their report on Olam.
[3] The HK Exchange Published Consultation Conclusions on Board Diversity. The link can be found here.
"We note the overwhelming market support for the Exchange to promote board diversity and to introduce measures in the Code. The amendments are not intended to prescribe particular corporate structures or to require compliance with hard and fast rules. The disclosure, or the explanation, is aimed at securing sufficient information so that investors and stakeholders can understand the company’s performance and governance practices, and act accordingly," said Mark Dickens, HKEx's Head of Listing.
"The changes, along with a streamlined regulatory process, will incentivise sponsors to raise standards, pick the right deals and manage them well which should in turn reduce risks for investors and all those involved in IPOs," said SFC Chief Executive Officer Mr Ashley Alder. "Although we are now experiencing lower IPO volumes these reforms will underpin market confidence during all market cycles."
Mr Alder further noted that "a high-quality application should mean that the regulatory commenting process is shorter and less intensive." The SFC and the Stock Exchange of Hong Kong Ltd (SEHK) will work on measures to streamline this process so that companies can be listed more efficiently.
The proposals are intended to enable and incentivise sponsors to take a responsible, proactive and constructive role when leading IPOs and, overall, maintain investor confidence in Hong Kong’s IPO market.
Malaysia has long time suffered from bad quality IPO's. I used to subscribe to the SPG (Stock Performance Guide) from Dynaquest, every six months I would go through the just published book searching for counters I might have overlooked. The end result was always the same, I was hugely depressed by the hundreds and hundreds of Malaysian listed companies whose long term ROE (Return On Equity) was way below the return on a simple Fixed Deposit. Malaysia therefore could have benefitted from a much tougher regime, for instance regarding sponsors.
Luckily, things seem to have improved, and the average quality of recent IPO's has risen. Unfortunately, the Bursa Malaysia is still swamped with those old companies of low quality, many of which hardly trade at all.
[2] HKEx published a Guidance Letter (GL46-12) on unrealised fair value gains on valuation of biological assets for the purpose of trading record and profit requirements under Rule 8.05(1)(a); disclosure requirements for IPO applicants with biological assets and due diligence work expected to be performed by sponsor and other professional advisers on biological assets. It also supersedes paragraphs 17 and 18 of Listing Decision HKEx-LD66-1. The letter can be found here.
"Our treatment described below is unique to applicants engaging in agricultural activities in view of the nature and inherent risks relating to the biological assets and their valuation. It is not appropriate to apply this treatment to all applicants who recognise unrealised fair value gains of their trading/ principal assets under the applicable accounting standards, e.g. investment properties and investments in securities. We consider that the risks in biological assets are higher as they are perishable and their valuation is usually subject to higher uncertainty due to the complex and not easily verifiable assumptions adopted."
As David Webb described it on his website: "In other words, "money doesn't grow on trees". Next up: for inventory purposes, poultry-breeders will not be allowed to count their chickens until they are hatched."
Valuation of biological assets was one of the points raised by Muddy Waters in their report on Olam.
[3] The HK Exchange Published Consultation Conclusions on Board Diversity. The link can be found here.
"We note the overwhelming market support for the Exchange to promote board diversity and to introduce measures in the Code. The amendments are not intended to prescribe particular corporate structures or to require compliance with hard and fast rules. The disclosure, or the explanation, is aimed at securing sufficient information so that investors and stakeholders can understand the company’s performance and governance practices, and act accordingly," said Mark Dickens, HKEx's Head of Listing.
Saturday, 8 December 2012
Maxwell's puzzling acquisition
Maxwell International Holdings Bhd. is one of the China-listed companies on the Bursa Malaysia. Although it's financial results are very good, potential investors are apparently not impressed, the share price is hugely down since its IPO:
The company is on track to make about 19ct per share net profit, in other words the share is trading at a PE of 1.7 only. Its balance sheet is rather asset light and it has RM 212 million cash.
If these numbers are indeed to be believed, then it would be very easy to unlock the value to a more realistic price:
All the above are actually happening, but in tiny amounts. Puzzling, and not exactly giving (much needed) credibility.
"Where is Ze Moola" wrote about Maxwell and noticed the very low interest it received on its cash. This is one of the known red flags with Chinese companies listed on the Nasdaq.
On December 4, 2012 Maxwell announced to acquire 92.5% of the shares of Lim Ying Ying Ltd (LYY) for HKD 15.6 million.
The main activities of LYY are rather ..... virtual:
The current shareholding structure of LYY:
Maxwell plans to buy the shares of the small shareholders, but that might be a tall order (from a legal point of view) with three of the six shareholders being deceased:
Bursa Malaysia asked for some much needed clarification, and the company provided the following data:
These numbers do not look very impressive, to say the least, the company is making losses in each of its last three years.
Also, the data of December 31, 2011 is almost exactly one year old, Maxwell should have provided some numbers over 2012.
And lastly, LYY owns half of the beneficial interest of the "Hang Fung Property", that property will be excluded from the deal, but most likely this property does generate income, are those numbers excluded from the profit numbers? I doubt it, since it is only explicitly excluded from the Net Assets.
To end with, the following, rather puzzling, statement:
"Madam Li Kwai Chun’s role in the Proposed Acquisition is to guarantee the full completion and observance of all the terms and conditions of the Sale and Purchase of Shares Agreement by the Purchaser. Accordingly, she is not deemed to be interested in the Proposed Acquisition."
If she guarantees this all (for any financial consideration?), then it sounds to me she is interested in the acquisition.
The company is on track to make about 19ct per share net profit, in other words the share is trading at a PE of 1.7 only. Its balance sheet is rather asset light and it has RM 212 million cash.
If these numbers are indeed to be believed, then it would be very easy to unlock the value to a more realistic price:
- By issuing a decent dividend, if it would pay 10ct per share that would translate to a whopping 31% dividend yield
- By embarking on an aggressive share-buyback program
- By the major shareholders buying large amounts of shares
All the above are actually happening, but in tiny amounts. Puzzling, and not exactly giving (much needed) credibility.
"Where is Ze Moola" wrote about Maxwell and noticed the very low interest it received on its cash. This is one of the known red flags with Chinese companies listed on the Nasdaq.
On December 4, 2012 Maxwell announced to acquire 92.5% of the shares of Lim Ying Ying Ltd (LYY) for HKD 15.6 million.
The main activities of LYY are rather ..... virtual:
The current shareholding structure of LYY:
Maxwell plans to buy the shares of the small shareholders, but that might be a tall order (from a legal point of view) with three of the six shareholders being deceased:
Bursa Malaysia asked for some much needed clarification, and the company provided the following data:
These numbers do not look very impressive, to say the least, the company is making losses in each of its last three years.
Also, the data of December 31, 2011 is almost exactly one year old, Maxwell should have provided some numbers over 2012.
And lastly, LYY owns half of the beneficial interest of the "Hang Fung Property", that property will be excluded from the deal, but most likely this property does generate income, are those numbers excluded from the profit numbers? I doubt it, since it is only explicitly excluded from the Net Assets.
To end with, the following, rather puzzling, statement:
"Madam Li Kwai Chun’s role in the Proposed Acquisition is to guarantee the full completion and observance of all the terms and conditions of the Sale and Purchase of Shares Agreement by the Purchaser. Accordingly, she is not deemed to be interested in the Proposed Acquisition."
If she guarantees this all (for any financial consideration?), then it sounds to me she is interested in the acquisition.
Wednesday, 5 December 2012
Unbelievable statistic from the US
"After the savings and loans scandal of the 1980's, some 3,500 bankers ended up criminally prosecuted and behind bars. This time around, no one on Wall Street has done jail time.
... the only thing worse than allowing the bankers to get away unscathed is prosecutorial misconduct. There's a world of difference, however, between being meticulous and careful in bringing cases and appearing to do nothing at all when trillions of dollars have been lost and not a soul has been held accountable"
From Bloomberg Businessweek, "Is This Big Fish Worth Catching" about the SEC chasing hedgefund manager Cohen for possible insider trading:
"That doesn't mean the government should stop looking into the misdeeds of the likes of Steve Cohen. But it shouldn't ignore those who did worse."
1 Trillion $ in 100 $ notes, with one person on the left as reference.
... the only thing worse than allowing the bankers to get away unscathed is prosecutorial misconduct. There's a world of difference, however, between being meticulous and careful in bringing cases and appearing to do nothing at all when trillions of dollars have been lost and not a soul has been held accountable"
From Bloomberg Businessweek, "Is This Big Fish Worth Catching" about the SEC chasing hedgefund manager Cohen for possible insider trading:
"That doesn't mean the government should stop looking into the misdeeds of the likes of Steve Cohen. But it shouldn't ignore those who did worse."
1 Trillion $ in 100 $ notes, with one person on the left as reference.
Tuesday, 4 December 2012
Olam debt concerns persist after cash call
Olam announced a rights issue, the following is taken from Reuters website:
Olam International Ltd's $1.2 billion cash call lifted its shares but failed to ease concerns about the Singapore commodities firm's financial position after its CEO only last week said it would not tap debt markets for the next five to six months.
Olam managed to get full backing from powerful Singapore state investor Temasek Holdings Pte Ltd, its second-biggest shareholder, for a complex bonds-with-warrants issue to battle short-seller Muddy Waters. The move sent its shares up more than 8 percent to a nearly two-week high on Tuesday.
But critics including Muddy Waters and several analysts warned that Olam needs to shore up its weak cash position after piling up debt to finance expansion.
"This rights issue has not addressed ongoing concerns regarding low margins, high leverage, and the need for cheap funding amidst wafer-thin 5 percent EBITDA margins," said Owen Gallimore, ANZ credit strategist.
Olam borrowed heavily to fund its expansion beyond trading into the actual production and processing of agricultural commodities from cotton to coffee to cashew nuts.
Bond markets have grown jittery over debt which totalled S$8.4 billion ($6.9 billion) at the end of September.
And Muddy Waters responded:
Only four days ago, Mr. Verghese vehemently insisted that it would not tap the markets for at least five months. This 180-‐degree reversal supports our thesis that the Company was in dire straits over the weekend. (This reversal supports another point we have made about Olam – its management should be given no credibility. Its predictions of high returns from its CapEx binge are likely to turn out to be as inaccurate as its five month prediction.)
Olam’s effective cost of this debt is likely over 10%, which should indicate that this raise was not a luxury for Olam. The yield without the warrant is 8.08%, and with the cost of the warrant, the effective cost to Olam is likely in excess of 10%. The proceeds from this issuance are not intended for CapEx. The Company has stated that the funds raised will be for working capital and to repay existing debt. Its existing debt is presumably much less expensive than this new debt.
The war of words between Olam and Muddy Waters will most likely continue for some time. One thing is important to note, if Olam does survive, then it doesn't mean there wasn't any merit in the reports of Muddy Research. But the opposite also holds.
The last paragraph of Muddy Research's paper is unrelated to Olam but interesting towards China listed stocks, it mentions all the top accounting firms:
"the Ontario Securities Commission has charged Ernst & Young with securities violations for allegedly not performing its audits on Sino-‐Forest with proper diligence. E&Y also agreed to pay US$117.6 to settle class action claims resulting from its audits of Sino-‐Forest. Separately, the United States Securities and Exchange Commission has also announced that it is suing the PRC affiliates of E&Y, KPMG, BDO, PwC, and Deloitte for failing to comply with requests for their audit papers of various US-‐listed China companies."
Olam International Ltd's $1.2 billion cash call lifted its shares but failed to ease concerns about the Singapore commodities firm's financial position after its CEO only last week said it would not tap debt markets for the next five to six months.
Olam managed to get full backing from powerful Singapore state investor Temasek Holdings Pte Ltd, its second-biggest shareholder, for a complex bonds-with-warrants issue to battle short-seller Muddy Waters. The move sent its shares up more than 8 percent to a nearly two-week high on Tuesday.
But critics including Muddy Waters and several analysts warned that Olam needs to shore up its weak cash position after piling up debt to finance expansion.
"This rights issue has not addressed ongoing concerns regarding low margins, high leverage, and the need for cheap funding amidst wafer-thin 5 percent EBITDA margins," said Owen Gallimore, ANZ credit strategist.
Olam borrowed heavily to fund its expansion beyond trading into the actual production and processing of agricultural commodities from cotton to coffee to cashew nuts.
Bond markets have grown jittery over debt which totalled S$8.4 billion ($6.9 billion) at the end of September.
And Muddy Waters responded:
Only four days ago, Mr. Verghese vehemently insisted that it would not tap the markets for at least five months. This 180-‐degree reversal supports our thesis that the Company was in dire straits over the weekend. (This reversal supports another point we have made about Olam – its management should be given no credibility. Its predictions of high returns from its CapEx binge are likely to turn out to be as inaccurate as its five month prediction.)
Olam’s effective cost of this debt is likely over 10%, which should indicate that this raise was not a luxury for Olam. The yield without the warrant is 8.08%, and with the cost of the warrant, the effective cost to Olam is likely in excess of 10%. The proceeds from this issuance are not intended for CapEx. The Company has stated that the funds raised will be for working capital and to repay existing debt. Its existing debt is presumably much less expensive than this new debt.
The war of words between Olam and Muddy Waters will most likely continue for some time. One thing is important to note, if Olam does survive, then it doesn't mean there wasn't any merit in the reports of Muddy Research. But the opposite also holds.
The last paragraph of Muddy Research's paper is unrelated to Olam but interesting towards China listed stocks, it mentions all the top accounting firms:
"the Ontario Securities Commission has charged Ernst & Young with securities violations for allegedly not performing its audits on Sino-‐Forest with proper diligence. E&Y also agreed to pay US$117.6 to settle class action claims resulting from its audits of Sino-‐Forest. Separately, the United States Securities and Exchange Commission has also announced that it is suing the PRC affiliates of E&Y, KPMG, BDO, PwC, and Deloitte for failing to comply with requests for their audit papers of various US-‐listed China companies."
Monday, 3 December 2012
YTL, why the hurry?
From the website of MSWG:
"MSWG completed the attendance of a few AGMs this week. Amongst them were AGMs for YTL Group of companies comprising meetings for YTL Land, YTL Power, YTL Corp and YTL E- Solution. The observations we noted was the speed with which the meetings were carried. It seems rushed how four (4) meetings were conducted on the same day, with very little breathing space both for shareholders and directors. The average interval between the commencement of each meeting was only an hour and seemingly there was an hour constraint imposed for all the businesses to be carried out at each AGM. The tendency is for shareholders to ask very few questions and the response could possibly be a hurried one which may be unsatisfactory. To us it was undoubtedly a whirlwind affair and rather compressed meetings.
Wouldn’t it have been better if the same meetings were spread out over an interval maybe a day each between each AGMs? It would give those attending more time to digest the details provided by the company with greater depth. The Board too would benefit as it would have more time to take questions thoughtfully. AGMs are only held once a year where shareholders get to see their directors and ask the pertinent questions. We do hope that the Board of YTL would consider such suggestion."
All were held on November 27th:
On November 26th, 3.30pm the AGM of YTL Cement was held. But since this company is delisted, I haven't read any information about it, they are not making announcements to Bursa Malaysia anymore.
This is not the first time that the YTL Group seems to have some CG issues. I don't think that the delisting of YTL Cement deserves a medal for good CG.
From CLSA "CG Watch 2012", "Companies that have seen CG deterioration":
Larger-cap companies with an institutional following that have seen CG declines include YTL Power, Genting Malaysia and Genting Berhad.
For many years, YTL Power had focused on regulated industries, ie, power generation and water. It has a global presence in regulated industries stretching from the UK to Australia. However it recently ventured into telecommunications, where it has no prior industry knowledge. Competition in this market is stiff and this venture has incurred large startup losses. Our scoring marks negatively for a company that diversifies into different businesses.
The key concern on Genting Malaysia has been related-party transactions. In November 2008, it purchased a 10% stake in Walker Digital for US$69m from the family that controls the Genting group. In July 2010, Genting Malaysia paid Genting Singapore RM1.7bn for Genting UK. Generating positive Ebitda for Genting UK has been an uphill battle, especially with the difficult macro environment in the UK currently. There is also an issue about independence with a chairman who is also CEO, and holding the same two positions at the listed parent. Genting Berhad, meanwhile, has one of the highest ratios of director remuneration to net profit for companies in our Malaysian coverage universe at 4%, which is a drag on its score.
"MSWG completed the attendance of a few AGMs this week. Amongst them were AGMs for YTL Group of companies comprising meetings for YTL Land, YTL Power, YTL Corp and YTL E- Solution. The observations we noted was the speed with which the meetings were carried. It seems rushed how four (4) meetings were conducted on the same day, with very little breathing space both for shareholders and directors. The average interval between the commencement of each meeting was only an hour and seemingly there was an hour constraint imposed for all the businesses to be carried out at each AGM. The tendency is for shareholders to ask very few questions and the response could possibly be a hurried one which may be unsatisfactory. To us it was undoubtedly a whirlwind affair and rather compressed meetings.
Wouldn’t it have been better if the same meetings were spread out over an interval maybe a day each between each AGMs? It would give those attending more time to digest the details provided by the company with greater depth. The Board too would benefit as it would have more time to take questions thoughtfully. AGMs are only held once a year where shareholders get to see their directors and ask the pertinent questions. We do hope that the Board of YTL would consider such suggestion."
All were held on November 27th:
- YTL Land at 11AM
- YTL E-Solutions at 12PM
- YTL Power at 2PM
- YTL Corp at 3PM
On November 26th, 3.30pm the AGM of YTL Cement was held. But since this company is delisted, I haven't read any information about it, they are not making announcements to Bursa Malaysia anymore.
This is not the first time that the YTL Group seems to have some CG issues. I don't think that the delisting of YTL Cement deserves a medal for good CG.
From CLSA "CG Watch 2012", "Companies that have seen CG deterioration":
Larger-cap companies with an institutional following that have seen CG declines include YTL Power, Genting Malaysia and Genting Berhad.
For many years, YTL Power had focused on regulated industries, ie, power generation and water. It has a global presence in regulated industries stretching from the UK to Australia. However it recently ventured into telecommunications, where it has no prior industry knowledge. Competition in this market is stiff and this venture has incurred large startup losses. Our scoring marks negatively for a company that diversifies into different businesses.
The key concern on Genting Malaysia has been related-party transactions. In November 2008, it purchased a 10% stake in Walker Digital for US$69m from the family that controls the Genting group. In July 2010, Genting Malaysia paid Genting Singapore RM1.7bn for Genting UK. Generating positive Ebitda for Genting UK has been an uphill battle, especially with the difficult macro environment in the UK currently. There is also an issue about independence with a chairman who is also CEO, and holding the same two positions at the listed parent. Genting Berhad, meanwhile, has one of the highest ratios of director remuneration to net profit for companies in our Malaysian coverage universe at 4%, which is a drag on its score.
Saturday, 1 December 2012
Finally some shareholder activism
In Malaysia, minority shareholders might not be a happy lot, but they hardly ever put up a fight. So if they do, they deserve at least mentioning.
A group of disgruntled shareholders of Metronic Global Bhd (holding more than 10% of the shares) have requested for an EGM:
to remove each of the following from the office of Director:
- Dato' Abd. Gani bin Yusof, Tan Sri Dato' Kamaruzzaman bin Shariff; Liew Chiap Hong, Mohd Kamal bin Omar; and
to appoint each of the following to be Director of MGB:
- Dato' Dr . Chin Yew Sin, Ling Yew Kong, Liew Chee How, Ng Wee Peng
The details of the reasons behind it can be found here.
Reason A concerns the receivables from related parties, a very old issue:
This should not come as a surprise for readers of this blog, since the issues have been detailed more than one year ago here and later here again.
Reason B concerns the selling of one of the rare well performing assets of Metronic:
The disgruntled shareholders have indeed valid points, but will they succeed? The shareholding structure is very dispersed, so they might indeed have a chance.
On the other hand, will it help?
On November 27, 2012 Metronic Global announced:
"that MH Projects Sdn. Bhd, (“MH”), Main Contractor for a project previously undertaken in the ordinary course of business by Metronic Engineering Sdn. Bhd. (MESB), a wholly owned subsidiary, has been put into winding-up by the court. MH currently owes MESB an amount of RM44,450,738. MESB will submit its proof of debt to the liquidator of MH in due course and will also continue to pursue recovery direct from Jabatan Kerja Raya in line with the Deed of Assignment executed between MESB and MH previously. The Company has made a provision of RM20,057,510 on the debt and is now assessing on whether a further provision of debt should be made on the remaining balance."
And the most recent quarterly results were bad, again due to the receivables, which were not able to receive.
Metronic Global has now accumulated losses of more than RM 34 million, and that might increase further. By far the biggest item in the list of assets is still Trade Receivables, RM 54 million.
I am therefore afraid that the actions of the minority shareholders, good in itself, are simply too little, too late.
But questions need also be raised why the authorities (BM, SC and SSM) have so far not taken any action whatsoever. Surely there was enough reason to do so. And then there is still the issue of Ernst & Young, approving the year report for six years in a row, including the dubious receivables (from a related party) which eventually had to be written off.