Interesting interview on BFM Malaysia with Dr Kenneth Pereira, Managing Director of Hibiscus Petroleum Berhad, one of the SPACs listed on Bursa.
Its share price performance so far:
Hibiscus has booked losses throughout its history (except for one year where paper profits were booked under "other profits" due to some revaluation).
That is disappointing, given the fact that the company is listed for four years already, but also given the large amount of hype surrounding its 3D Oil partnership, as for instance described here:
... has demonstrated that its Rex Virtual Drilling Technology significantly increases the chances of success in drilling for oil and gas.
Hibiscus said that tests of the technology conducted over a period of several months by Oslo stock exchange listed North Energy.
It showed that Rex Virtual Drilling technology repeatedly and accurately predicted the presence or absence of oil without physically drilling a well.
Rex Virtual Drilling is a software-based tool which relies on the phenomenon of resonance in seismic data to detect hydrocarbon deposits and predict oil quality as well as in-place volumes.
The Rex technology package is available to Hibiscus’ jointly-controlled entity, Lime Petroleum Plc, which has exclusive use of the Rex Technology package for all concessions in the Middle East and in Norway on a project basis.
The licensing agreement which gives Lime exclusive use of the technology in 15 Middle East countries is for a period of 5 years from 24 October 2011, with automatic annual renewal thereafter.
In some eight ‘blind’ tests conducted on previously drilled wells in the Norwegian Continental Shelf by North Energy, the technology was successful in all cases in predicting whether each well was dry, had traces of oil or if it had substantial oil reserves.
Hibiscus had also done its own blind tests with successful outcomes.
While average success rate for exploration drilling is estimated to be around 15%, or one successful discovery for every seven wells drilled, the Rex Virtual Drilling tool could change the dynamics of successful exploration drilling.
I have been very sceptical about SPACs from day one and see no reason yet to change that stance.
A Blog about [1] Corporate Governance issues in Malaysia and [2] Global Investment Ideas
Thursday, 25 June 2015
Tuesday, 23 June 2015
GMT on AirAsia: "New Dog, Old Tricks" (2)
AirAsia has responded, from The Star:
AirAsia rebuts claims it condones "accounting gimmicks"
AirAsia believes that consolidating its associate companies would reflect its actual performance and financial position. However, it is not allowed to have legal control or legal power over its associate companies. This is due to aviation regulations in Indonesia, the Philippines, Thailand and India. “Power in practice is, however, not legal control,” it said. It added that any change in its relationship with the associate companies, that gives AirAsia legal control, would result in a loss of the associates’ airline operating licences.
That might be true from a legal point of view, but what would prevent AirAsia to present its consolidated numbers anyhow, in an added commentary?
I would like to refer to the Owner's Manual from Berkshire Hathaway, paragraph 6:
We attempt to offset the shortcomings of conventional accounting by regularly reporting "look-through" earnings (though, for special and nonrecurring reasons, we occasionally omit them). The look-through numbers include Berkshire's own reported operating earnings, excluding capital gains and purchase-accounting adjustments (an explanation of which occurs later in this message) plus Berkshire's share of the undistributed earnings of our major investees - amounts that are not included in Berkshire's figures under conventional accounting. From these undistributed earnings of our investees we subtract the tax we would have owed had the earnings been paid to us as dividends. We also exclude capital gains, purchase-accounting adjustments and extraordinary charges or credits from the investee numbers.
In AirAsia's case, the share of earnings of its investees would be hugely negative for the past years. Including them in "look-through" earnings would have given a more realistic picture of its performance.
AirAsia rebuts claims it condones "accounting gimmicks"
AirAsia believes that consolidating its associate companies would reflect its actual performance and financial position. However, it is not allowed to have legal control or legal power over its associate companies. This is due to aviation regulations in Indonesia, the Philippines, Thailand and India. “Power in practice is, however, not legal control,” it said. It added that any change in its relationship with the associate companies, that gives AirAsia legal control, would result in a loss of the associates’ airline operating licences.
That might be true from a legal point of view, but what would prevent AirAsia to present its consolidated numbers anyhow, in an added commentary?
I would like to refer to the Owner's Manual from Berkshire Hathaway, paragraph 6:
We attempt to offset the shortcomings of conventional accounting by regularly reporting "look-through" earnings (though, for special and nonrecurring reasons, we occasionally omit them). The look-through numbers include Berkshire's own reported operating earnings, excluding capital gains and purchase-accounting adjustments (an explanation of which occurs later in this message) plus Berkshire's share of the undistributed earnings of our major investees - amounts that are not included in Berkshire's figures under conventional accounting. From these undistributed earnings of our investees we subtract the tax we would have owed had the earnings been paid to us as dividends. We also exclude capital gains, purchase-accounting adjustments and extraordinary charges or credits from the investee numbers.
In AirAsia's case, the share of earnings of its investees would be hugely negative for the past years. Including them in "look-through" earnings would have given a more realistic picture of its performance.
Sunday, 21 June 2015
Hanergy report (2)
In addition to my last writing about this subject, Bloomberg published an article:
What You Need to Know About the Company That Lost Nearly $19 Billion in 24 Minutes
The article details what actions the Hong Kong Securities & Futures Commission can take, and how long things might take.
Hanergy Chairman Li is definitely one to follow, he seems to have a curious sense of humour.
First he told Xinhua News Agency in an interview days after the stock halt that reports of a regulatory probe were “purely rumor.” The SFC issued a statement about the probe after the Xinhua story ran.
Li also told Xinhua that the company was putting on extra shifts at its plants. “We’re in big production. It’s very, very, very good. Hanergy is in the best shape since it started,” he said.
I strongly doubt the above is based on any sense of realism. Investors in Hanergy should conservatively write off their full investment, an outcome better than that should be treated like winning the lottery.
What You Need to Know About the Company That Lost Nearly $19 Billion in 24 Minutes
The article details what actions the Hong Kong Securities & Futures Commission can take, and how long things might take.
Hanergy Chairman Li is definitely one to follow, he seems to have a curious sense of humour.
First he told Xinhua News Agency in an interview days after the stock halt that reports of a regulatory probe were “purely rumor.” The SFC issued a statement about the probe after the Xinhua story ran.
Li also told Xinhua that the company was putting on extra shifts at its plants. “We’re in big production. It’s very, very, very good. Hanergy is in the best shape since it started,” he said.
I strongly doubt the above is based on any sense of realism. Investors in Hanergy should conservatively write off their full investment, an outcome better than that should be treated like winning the lottery.
Saturday, 20 June 2015
GMT on AirAsia: "New Dog, Old Tricks"
On Vimeo a video is released giving some (but not all) of the issues that GMT Research has raised on AirAsia.
The video can be found here.
It is reasonably detailed and I recommend the viewer to pause the image when numbers are being shown.
Tony Fernandes has immediately described the report as "rubbish", and that he will proof the writers of the report wrong. Not an unexpected reaction.
However, what is needed is a more sophisticated reaction, not the kind of reaction from Nobel (listed in Singapore).
Airasia has announced a pretty decent reply a few days ago, however, there are some shortcomings.
First of all it prides it self on transparency, but good transparency is something else than good governance or good accounting.
For good governance for instance a neat corporate structure is needed, something AirAsia (and its mother company) doesn't have. The amount of related party transaction between the many parties (each with different shareholders) is simply overwhelming.
Regarding the good accounting: AirAsia has always accounted very aggressively, in my opinion much too aggressively, and in AirAsia X's case to an extent that is doesn't make sense at all (deferred tax when it continues to make losses).
Regarding the first part (the consolidation has just not been possible), surely it could have been presented in some form or shape in the year report, what the consequences would be of consolidating.
Good however that from the second quarter onwards the company will include the numbers.
For me, AirAsia has always relied much too much on a combination of financial engineering and marketing hyphe, something I don't like at all.
This report by GMT is a refreshing, different approach from the usual stuff we normally read in the Malaysian media.
Who will be right at the end of the day? I guess we have to wait and see.
AirAsia is however warned, and could thus take appropriate actions, for instance by raising more capital.
Another unrelated but interesting video by GMT can be found here, some of its contents:
The video can be found here.
It is reasonably detailed and I recommend the viewer to pause the image when numbers are being shown.
Tony Fernandes has immediately described the report as "rubbish", and that he will proof the writers of the report wrong. Not an unexpected reaction.
However, what is needed is a more sophisticated reaction, not the kind of reaction from Nobel (listed in Singapore).
Airasia has announced a pretty decent reply a few days ago, however, there are some shortcomings.
First of all it prides it self on transparency, but good transparency is something else than good governance or good accounting.
For good governance for instance a neat corporate structure is needed, something AirAsia (and its mother company) doesn't have. The amount of related party transaction between the many parties (each with different shareholders) is simply overwhelming.
Regarding the good accounting: AirAsia has always accounted very aggressively, in my opinion much too aggressively, and in AirAsia X's case to an extent that is doesn't make sense at all (deferred tax when it continues to make losses).
Regarding the first part (the consolidation has just not been possible), surely it could have been presented in some form or shape in the year report, what the consequences would be of consolidating.
Good however that from the second quarter onwards the company will include the numbers.
For me, AirAsia has always relied much too much on a combination of financial engineering and marketing hyphe, something I don't like at all.
This report by GMT is a refreshing, different approach from the usual stuff we normally read in the Malaysian media.
Who will be right at the end of the day? I guess we have to wait and see.
AirAsia is however warned, and could thus take appropriate actions, for instance by raising more capital.
Another unrelated but interesting video by GMT can be found here, some of its contents:
- WorldCom & Enron explained
- Goodwill & impairments
- CP ALL: A very over-leveraged buyout
- Youku: Growth through acquisitions
- Curious Assets
- Wilmar: Leveraged Chinese carry trade
- Reliance Infrastructure: Capitalising expenses?
- Chinese Concessionaires: Paper profits
- P&G H&H: Corporate governance
- Larsen & Toubro: Cutting off the lifeline
Thursday, 18 June 2015
Non-independent directors suddenly becoming "independent"
Great article by Mak Yuen Teen in the Business Times (Singapore). Very relevant to the situation in Malaysia also where the same practices happen.
Some snippets:
.... "the lack of independence of independent directors here is such an intractable issue that there's little hope of any improvement".
Recently, there was a company that redesignated a non-independent director to an independent director. This director had served on the board for 11 years as a non-independent director, including three years as a non-independent chairman. Unlike the more typical situation of directors being redesignated from independent to non-independent after nine years, this director was re-designated from non-independent to independent after 11 years. This is like someone who was not a virgin and then became one.
.... I have developed a form that asks directors to declare all payments and services and to provide details of these payments and services. I also include a question that asks directors to declare "any other relationships or arrangements" with the company, its related corporations, its key officers and major shareholders. This puts the onus on an independent director to declare, for example, that he has been the regular golfing partner of the CEO over the last 20 years.
Until we allow non-controlling shareholders more say in the nomination and election of directors or the determination of their independence, this search will continue to prove to be elusive.
Some snippets:
.... "the lack of independence of independent directors here is such an intractable issue that there's little hope of any improvement".
Recently, there was a company that redesignated a non-independent director to an independent director. This director had served on the board for 11 years as a non-independent director, including three years as a non-independent chairman. Unlike the more typical situation of directors being redesignated from independent to non-independent after nine years, this director was re-designated from non-independent to independent after 11 years. This is like someone who was not a virgin and then became one.
.... I have developed a form that asks directors to declare all payments and services and to provide details of these payments and services. I also include a question that asks directors to declare "any other relationships or arrangements" with the company, its related corporations, its key officers and major shareholders. This puts the onus on an independent director to declare, for example, that he has been the regular golfing partner of the CEO over the last 20 years.
Until we allow non-controlling shareholders more say in the nomination and election of directors or the determination of their independence, this search will continue to prove to be elusive.
Wednesday, 17 June 2015
Markets also need negative viewpoints (3)
I have written several times about this subject, for instance here, here and here.
An article on Investors.com written by Mark Calabria seems to agree:
"Don't Silence Short Sellers, They Play An Important Role"
Former Lehman CEO Richard Fuld's recent public emergence was accompanied with the complaint of many a corporate leader: Don't blame me, blame the short sellers.
During the financial crisis, his was not a lone voice calling for a ban on short selling. The Securities and Exchange Commission ultimately delivered on such due to extensive Wall Street lobbying.
The evidence, however, is overwhelming — short sellers regularly identify corporate misbehavior and often do so long before financial regulators like the SEC.
Of course, this should not be a surprise; shorts have very strong incentives to do so. Unlike our financial regulators, who keep their jobs regardless of their performance, short sellers put huge amounts of their own money on the line.
As an economist, I'm generally quick to remind others that all policies have both costs and benefits. The same is true for short selling. There have been abuses and frauds.
Shorts can and have profited by spreading false rumors. At least one went so far as to short Sea World and then spread false rumors that the killer whale Shamu was ill. Such rumors can momentarily increase funding costs and divert corporate resources.
The same could be said of unflattering press coverage, but we would never think of silencing the press as an avenue of lessening these real costs.
Short sellers have at times also attempted to leverage the powers of Washington to help cover their bets. Some have contributed to individual members of Congress in the hope that a hearing appears in relation to the object of their short.
Regulators have been urged to open investigations. In cases where there is sufficient evidence, investigations may be merited. One need only recall the years-long efforts to get the SEC to investigate Bernie Madoff.
The SEC and other regulators following up on allegations is part of their jobs, but that should be done quietly until some evidence of guilt is established. As a former Senate committee staffer, I could never imagine organizing a hearing with the purpose of helping a hedge fund cover its bets. The ethics are questionable, to say the least.
So yes, shorting has its costs and its ugly side. But given the perverse and weak incentives of our financial regulators, I have far more confidence in short sellers weeding out corporate misbehavior than I do in the SEC.
My confidence is not based simply on some theoretical model, but on the facts. A 2010 study in the leading finance journal investigated empirically who blows the whistle on corporate fraud. Under a variety of tests, the researchers find that short sellers were consistently one of the primary sources of identifying corporate fraud.
Perhaps more shocking is that short sellers did so at rates far higher than does the SEC. In fact, over the time frame studied, 1996 to 2004, short sellers exposed more than twice the level of corporate fraud exposed by the SEC.
Another 2010 study found that when short sellers discover corporate fraud they cause that fraud to be ultimately discovered sooner, as well as dampening the extent to which stock prices are inflated by corporate misreporting of financial statements.
These findings mean that short sellers not only benefit themselves but also help protect regular retail investors by reducing the amount of time that retail investors are vulnerable to financial misreporting.
The price dampening impact of shorts also reduces the ultimate loss that retail investors would suffer when financial misreporting is eventually revealed. This study, also published in the leading finance journal, estimates that retail investors actually receive more of the benefits of shorting than do the shorts themselves.
One might argue that even a broken clock is correct twice a day. Short enough companies and you will eventually find some guilty of fraud. The evidence here is also conclusive. Shorts are not random. Nor are they riding off the work of others. Short interest is overwhelmingly concentrated in firms that are later revealed to misrepresent their financials.
Short interest also is found to begin long before any initial investigation by regulators or the press. Successful shorting is the result of intensive investigation into financial statements and industry data.
Whether short sellers were "responsible" for the failure of Lehman Bros. is something I will leave for others to debate. What is clear from the academic evidence is that short sellers play an outsize role in weeding out corporate fraud.
Do they get it wrong sometimes? Sure. Do they occasionally push the envelope on ethical behavior? No doubt about it. But do they also protect retail investors from financial fraud and do so at no cost to the taxpayer? You can bet on it.
An article on Investors.com written by Mark Calabria seems to agree:
"Don't Silence Short Sellers, They Play An Important Role"
Former Lehman CEO Richard Fuld's recent public emergence was accompanied with the complaint of many a corporate leader: Don't blame me, blame the short sellers.
During the financial crisis, his was not a lone voice calling for a ban on short selling. The Securities and Exchange Commission ultimately delivered on such due to extensive Wall Street lobbying.
The evidence, however, is overwhelming — short sellers regularly identify corporate misbehavior and often do so long before financial regulators like the SEC.
Of course, this should not be a surprise; shorts have very strong incentives to do so. Unlike our financial regulators, who keep their jobs regardless of their performance, short sellers put huge amounts of their own money on the line.
As an economist, I'm generally quick to remind others that all policies have both costs and benefits. The same is true for short selling. There have been abuses and frauds.
Shorts can and have profited by spreading false rumors. At least one went so far as to short Sea World and then spread false rumors that the killer whale Shamu was ill. Such rumors can momentarily increase funding costs and divert corporate resources.
The same could be said of unflattering press coverage, but we would never think of silencing the press as an avenue of lessening these real costs.
Short sellers have at times also attempted to leverage the powers of Washington to help cover their bets. Some have contributed to individual members of Congress in the hope that a hearing appears in relation to the object of their short.
Regulators have been urged to open investigations. In cases where there is sufficient evidence, investigations may be merited. One need only recall the years-long efforts to get the SEC to investigate Bernie Madoff.
The SEC and other regulators following up on allegations is part of their jobs, but that should be done quietly until some evidence of guilt is established. As a former Senate committee staffer, I could never imagine organizing a hearing with the purpose of helping a hedge fund cover its bets. The ethics are questionable, to say the least.
So yes, shorting has its costs and its ugly side. But given the perverse and weak incentives of our financial regulators, I have far more confidence in short sellers weeding out corporate misbehavior than I do in the SEC.
My confidence is not based simply on some theoretical model, but on the facts. A 2010 study in the leading finance journal investigated empirically who blows the whistle on corporate fraud. Under a variety of tests, the researchers find that short sellers were consistently one of the primary sources of identifying corporate fraud.
Perhaps more shocking is that short sellers did so at rates far higher than does the SEC. In fact, over the time frame studied, 1996 to 2004, short sellers exposed more than twice the level of corporate fraud exposed by the SEC.
Another 2010 study found that when short sellers discover corporate fraud they cause that fraud to be ultimately discovered sooner, as well as dampening the extent to which stock prices are inflated by corporate misreporting of financial statements.
These findings mean that short sellers not only benefit themselves but also help protect regular retail investors by reducing the amount of time that retail investors are vulnerable to financial misreporting.
The price dampening impact of shorts also reduces the ultimate loss that retail investors would suffer when financial misreporting is eventually revealed. This study, also published in the leading finance journal, estimates that retail investors actually receive more of the benefits of shorting than do the shorts themselves.
One might argue that even a broken clock is correct twice a day. Short enough companies and you will eventually find some guilty of fraud. The evidence here is also conclusive. Shorts are not random. Nor are they riding off the work of others. Short interest is overwhelmingly concentrated in firms that are later revealed to misrepresent their financials.
Short interest also is found to begin long before any initial investigation by regulators or the press. Successful shorting is the result of intensive investigation into financial statements and industry data.
Whether short sellers were "responsible" for the failure of Lehman Bros. is something I will leave for others to debate. What is clear from the academic evidence is that short sellers play an outsize role in weeding out corporate fraud.
Do they get it wrong sometimes? Sure. Do they occasionally push the envelope on ethical behavior? No doubt about it. But do they also protect retail investors from financial fraud and do so at no cost to the taxpayer? You can bet on it.
Sunday, 14 June 2015
BNM: Capital Asia Group (M) "unlicensed activities"
I wrote before about the Proven Oil Asia scheme, most notable here.
In an interview with Kinibiz, Jonathan Quek, one of the investment scheme’s promoters in Malaysia, it was mentioned:
Amid the criticism, however, Quek revealed that the investment scheme’s promoters are engaging the authorities in order to bring the scheme under regulation. “We are doing our best to have our lawyers to work with SSM and SC to see how we can regulate this product,” said Quek, though declining to comment further on what progress had been made in this regard. “The last thing I want is for us to be raided by SC and Bank Negara, so we are taking a very active approach to contact all these regulators.”
Things might not have gone exactly "according to plan" with the regulators.
First of all the Securities Commission put Proven Oil Asia on it's list of unauthorised websites (I blogged about it here).
And secondly Bank Negara Malaysia has put Capital Asia Group (M) Sdn Bhd (partner of Quek's Wealth Insider Group" and involved with Proven Oil Asia) on it's alert list due to "unlicensed activities":
"Bank Negara Malaysia (BNM) would like to alert the members of the public a list of companies and websites which are neither authorised nor approved under the relevant laws and regulations administered by BNM.
This list has been compiled based on information, complaints and queries received by BNM regarding the activities of the persons and entities concerned. This list is not exhaustive and the Bank will update the list periodically from time to time. The list is intended to serve as a guide to the public.
The public is advised not to make any deposit or investment with individuals and entities that are not regulated under the relevant laws and should conduct the necessary checks with the relevant authorities if there are doubts regarding any schemes offered."
In an interview with Kinibiz, Jonathan Quek, one of the investment scheme’s promoters in Malaysia, it was mentioned:
Amid the criticism, however, Quek revealed that the investment scheme’s promoters are engaging the authorities in order to bring the scheme under regulation. “We are doing our best to have our lawyers to work with SSM and SC to see how we can regulate this product,” said Quek, though declining to comment further on what progress had been made in this regard. “The last thing I want is for us to be raided by SC and Bank Negara, so we are taking a very active approach to contact all these regulators.”
Things might not have gone exactly "according to plan" with the regulators.
First of all the Securities Commission put Proven Oil Asia on it's list of unauthorised websites (I blogged about it here).
And secondly Bank Negara Malaysia has put Capital Asia Group (M) Sdn Bhd (partner of Quek's Wealth Insider Group" and involved with Proven Oil Asia) on it's alert list due to "unlicensed activities":
"Bank Negara Malaysia (BNM) would like to alert the members of the public a list of companies and websites which are neither authorised nor approved under the relevant laws and regulations administered by BNM.
This list has been compiled based on information, complaints and queries received by BNM regarding the activities of the persons and entities concerned. This list is not exhaustive and the Bank will update the list periodically from time to time. The list is intended to serve as a guide to the public.
The public is advised not to make any deposit or investment with individuals and entities that are not regulated under the relevant laws and should conduct the necessary checks with the relevant authorities if there are doubts regarding any schemes offered."
Saturday, 13 June 2015
Tanjung Offshore: special auditor's report (2)
I wrote before about the special auditor's report regarding certain irregularities in Tanjung Offshore.
The Star wrote today an article about the same matter: "Spotlight on Tanjung Offshore deals abroad".
One line from the article:
"..... the audit report sighted by StarBizWeek ...."
And then quite a few new revelations that were not included in the rather stingy announcements to Bursa. It is good that we now know a bit more about the report from Ferrier Hodgson MH Sdn Bhd, but can we please also read the full document? Surely minority investors and interested persons are entitled to know the contents, having been left in the dark for so long.
Some of those new revelations are:
On the China and Philippines venture, Ferrier Hodgson found that there was too much reliance on one Stephen Lee, who promoted both the deals to the company. Lee was born in Taiwan now a China national, according to the report. Similarly, Ferrier Hodgson finds that Tanjung Offshore did not follow proper corporate protocol for its RM6.2mil foray into a chromite mine project in the Philippines in 2013. Again Lee was the promoter of this project. “A trading play, the buying and selling of chromite was facilitated by Stephen Lee and his associates with Tanjung Offshore making the profit differentials,” findings of forensic audit states.
It would be interesting to know how this Stephen Lee is connected to Tanjung Offshore, because surely there has to be some connection there.
Based on a letter dated Feb 26, 2014 by Tanjung Offshore’s legal adviser in the UK and the company’s board paper presented to board members on Feb 27, 2014, the estimated development cost of the property was known to the management and board members of Tanjung Offshore, says the report. “Therefore, it should have been disclosed to Bursa, especially since Bursa had specifically questioned Tanjung Offshore on this matter after the company’s first announcement of the Birmingham purchase.” states the firm in the report.
Usually Bursa will not take it lightly, being wrongfully informed about a matter it specifically asked. We can therefore expect some enforcement from Bursa and/or Securities Commission regarding this (and possibly other) matters. Which persons inside Tanjung knew (or should have known) about this?
The Star wrote today an article about the same matter: "Spotlight on Tanjung Offshore deals abroad".
One line from the article:
"..... the audit report sighted by StarBizWeek ...."
And then quite a few new revelations that were not included in the rather stingy announcements to Bursa. It is good that we now know a bit more about the report from Ferrier Hodgson MH Sdn Bhd, but can we please also read the full document? Surely minority investors and interested persons are entitled to know the contents, having been left in the dark for so long.
Some of those new revelations are:
On the China and Philippines venture, Ferrier Hodgson found that there was too much reliance on one Stephen Lee, who promoted both the deals to the company. Lee was born in Taiwan now a China national, according to the report. Similarly, Ferrier Hodgson finds that Tanjung Offshore did not follow proper corporate protocol for its RM6.2mil foray into a chromite mine project in the Philippines in 2013. Again Lee was the promoter of this project. “A trading play, the buying and selling of chromite was facilitated by Stephen Lee and his associates with Tanjung Offshore making the profit differentials,” findings of forensic audit states.
It would be interesting to know how this Stephen Lee is connected to Tanjung Offshore, because surely there has to be some connection there.
Based on a letter dated Feb 26, 2014 by Tanjung Offshore’s legal adviser in the UK and the company’s board paper presented to board members on Feb 27, 2014, the estimated development cost of the property was known to the management and board members of Tanjung Offshore, says the report. “Therefore, it should have been disclosed to Bursa, especially since Bursa had specifically questioned Tanjung Offshore on this matter after the company’s first announcement of the Birmingham purchase.” states the firm in the report.
Usually Bursa will not take it lightly, being wrongfully informed about a matter it specifically asked. We can therefore expect some enforcement from Bursa and/or Securities Commission regarding this (and possibly other) matters. Which persons inside Tanjung knew (or should have known) about this?
Friday, 12 June 2015
AirAsia drops 10%, due to research report?
The share price of AirAsia dropped yesterday about 10%, back to its 2010 levels. According to The Star's article:
".... on concerns about the outbreak of the Middle East Respiratory Syndrome (MERS) and its impact on air travel but greater concerns could be about the weak ringgit.
AirAsia could also be hit by the depreciating ringgit as sizeable fixed costs are in US dollar while bulk of earnings are in ringgit, analysts said."
I received news from a reliable source that a research report from Gillem Tulloch of GMT research might (also) have to do with it.
I don't have the report, nor is it publicly available (behind paywall).
According to one broker (edited):
"The issue raised include the ability of Indonesia AirAsia (IAA) and AirAsia Philippines (AAP) to repay their debts of RM 2.8 Billion.
Tony strongly believes he can get back around one billion ringgit after he locks in new investors in both IAA and AAP. Within the next three months. The process is further ahead in the Philippines than in Indonesia. But until we see the one billion ringgit, there will always be concerns and risks that the deal could fall apart. All I have right now is Tony's word that things are progressing well.
... the longer-term issue is, whether AirAsia will be able to get IAA and AAP to be sustainably profitable.
With foreign shareholding >50%, it's vulnerable to a massive sell off. ".
The accounting issues are not new, I wrote for instance almost four years about the same (here).
We will see how this will pan out, when more details about the research report will be published, and AirAsia will react to that.
Hopefully in a more professional way than the previous time (here and here):
It looks like Paul Dewberry was right after all and Tony Fernandes could not prove him wrong.
To end this posting on a positive note, the board of directors of AirAsia X has suspended their wages for 2015, which is a great gesture. I hope other Bursa listed companies follow suit, when the need arises.
".... on concerns about the outbreak of the Middle East Respiratory Syndrome (MERS) and its impact on air travel but greater concerns could be about the weak ringgit.
AirAsia could also be hit by the depreciating ringgit as sizeable fixed costs are in US dollar while bulk of earnings are in ringgit, analysts said."
I received news from a reliable source that a research report from Gillem Tulloch of GMT research might (also) have to do with it.
I don't have the report, nor is it publicly available (behind paywall).
According to one broker (edited):
"The issue raised include the ability of Indonesia AirAsia (IAA) and AirAsia Philippines (AAP) to repay their debts of RM 2.8 Billion.
Tony strongly believes he can get back around one billion ringgit after he locks in new investors in both IAA and AAP. Within the next three months. The process is further ahead in the Philippines than in Indonesia. But until we see the one billion ringgit, there will always be concerns and risks that the deal could fall apart. All I have right now is Tony's word that things are progressing well.
... the longer-term issue is, whether AirAsia will be able to get IAA and AAP to be sustainably profitable.
With foreign shareholding >50%, it's vulnerable to a massive sell off. ".
The accounting issues are not new, I wrote for instance almost four years about the same (here).
We will see how this will pan out, when more details about the research report will be published, and AirAsia will react to that.
Hopefully in a more professional way than the previous time (here and here):
It looks like Paul Dewberry was right after all and Tony Fernandes could not prove him wrong.
To end this posting on a positive note, the board of directors of AirAsia X has suspended their wages for 2015, which is a great gesture. I hope other Bursa listed companies follow suit, when the need arises.
Monday, 8 June 2015
MBA lessons by Fred Wilson
Great source of (free!) knowledge regarding all things related to business in general, but more specifically for tech start-up companies:
MBA Mondays Illustrated
MBA Mondays was originally a series of "business 101" articles written by noted venture capitalist Fred Wilson that ran between 2010 and 2013. Wilson is a highly regarded and very successful Venture Capitalist from New York.
MBA Mondays Illustrated
- Legal & Finance 101
- Accounting
- Building a company
- Economics & Finance
- Operations
- Employee equity
- Mergers & Acquisitions
- M&A case studies
- M&A issues
- Operations, finance etc.
- Financing options
- Venture investing
- The management team
- The board of directors
MBA Mondays was originally a series of "business 101" articles written by noted venture capitalist Fred Wilson that ran between 2010 and 2013. Wilson is a highly regarded and very successful Venture Capitalist from New York.
Sunday, 7 June 2015
Tanjung Offshore: special auditor's report
Three announcements (here, here and here) by Tanjung Offshore regarding the report that was finalized by the special auditor, looking into several possible irregularities.
The first announcement writes that "....the Special Auditor is of the view that there does not appear to be any conflict of interest or related breach of duty with respect to Tan Sri Tan Kean Soon and Muhammad Sabri Ab Ghani.".
Although important news, that was a rather limited announcement, so the company followed up one week later with more detail:
First of all, good news for shareholders activism in Malaysia, because of the complaints by the minority shareholders the ball started rolling.
Six deals were being reviewed, unfortunately not the sale of their main business to Ekuinas, about which I wrote before.
The forensic report does not find any problem regarding the Bourbon deal, since anyhow the company "was legally not in a position to pursue due to the Non-Compete Clause" (which the company signed when it sold its business to Ekuinas.
That might very well be the case, but it is still rather strange, since the non-compete clause was all the time there, it didn't suddenly pop-up. It was also not mentioned in their announcement on June 5, 2014, which does not seem right, surely it should have been explicitly mentioned as condition precedent to the deal that the non complete clause had to be waived by Ekuinas for the deal to proceed.
The Gastec deal is under investigation with the MACC.
The UK property acquisition will be valued. There seems to be an issue with the refurbishment regarding non-performance.
The EPDM project does not appear to have followed the correct procedures.
Regarding the chromite mine, there are several breaches.
Lots of work to do, this is only a first stage of investigation, lawyers, Bursa, MACC and possible other agencies have their work cut our for them.
The first announcement writes that "....the Special Auditor is of the view that there does not appear to be any conflict of interest or related breach of duty with respect to Tan Sri Tan Kean Soon and Muhammad Sabri Ab Ghani.".
Although important news, that was a rather limited announcement, so the company followed up one week later with more detail:
First of all, good news for shareholders activism in Malaysia, because of the complaints by the minority shareholders the ball started rolling.
Six deals were being reviewed, unfortunately not the sale of their main business to Ekuinas, about which I wrote before.
The forensic report does not find any problem regarding the Bourbon deal, since anyhow the company "was legally not in a position to pursue due to the Non-Compete Clause" (which the company signed when it sold its business to Ekuinas.
That might very well be the case, but it is still rather strange, since the non-compete clause was all the time there, it didn't suddenly pop-up. It was also not mentioned in their announcement on June 5, 2014, which does not seem right, surely it should have been explicitly mentioned as condition precedent to the deal that the non complete clause had to be waived by Ekuinas for the deal to proceed.
The Gastec deal is under investigation with the MACC.
The UK property acquisition will be valued. There seems to be an issue with the refurbishment regarding non-performance.
The EPDM project does not appear to have followed the correct procedures.
Regarding the chromite mine, there are several breaches.
Lots of work to do, this is only a first stage of investigation, lawyers, Bursa, MACC and possible other agencies have their work cut our for them.
Saturday, 6 June 2015
Japan embracing shareholder activists
Two interesting stories from The Economist regarding the low level of Corporate Governance in Japan, and efforts to make some improvements in that:
Meet Shinzo Abe, shareholder activist
Winds of change
Some snippets:
“Stupid, greedy, adulterous, irresponsible and threatening.” At least the Japanese vice-minister for the economy, speaking about equity investors in 2008, was being honest. Indeed, he could not have summed up most Japanese politicians’ contempt for shareholders any more pithily. But as Shinzo Abe, the prime minister, tries to boost a flaccid economy, official attitudes are changing at last.
Japan’s companies are sitting on ¥231 trillion ($1.9 trillion) in cash, an amount nearly half the size of the economy itself. Mr Abe wants that hoard to boost capital expenditure or wages, or to be returned to investors, who could put it to better use. He thinks a dose of shareholder capitalism will do the trick. Government bigwigs, including Mr Abe himself, now offer meetings to foreign activist investors. A new governance code, which came into force this week, seeks to break open the cosy world of the Japanese boardroom by requiring firms to appoint at least two outside directors.
Big deal, say the sceptics. Japan’s corporate-governance revolution has had many false dawns. However keen the politicians now are on a bit of Anglo-Saxon greed and menace, firms themselves retain a deeply insular culture. Only 274 of some 40,000 directorships are held by foreigners. A mesh of shareholdings still binds big firms together. Japan’s business lobby group, Keidanren, fought to dilute the new reforms. The banks still keep weak companies afloat: the fact that not one of Japan’s listed firms went bankrupt last year, for the first time since 1991, reflects not just a zippier economy, but also lenders’ clubby ties to borrowers. For all his reformist zeal, Mr Abe has yet to embrace measures that make it easier for firms to hire and fire. Hobbesian, Japan is not.
Even so, there are three reasons to think that real change is under way:
Meet Shinzo Abe, shareholder activist
Winds of change
Some snippets:
“Stupid, greedy, adulterous, irresponsible and threatening.” At least the Japanese vice-minister for the economy, speaking about equity investors in 2008, was being honest. Indeed, he could not have summed up most Japanese politicians’ contempt for shareholders any more pithily. But as Shinzo Abe, the prime minister, tries to boost a flaccid economy, official attitudes are changing at last.
Japan’s companies are sitting on ¥231 trillion ($1.9 trillion) in cash, an amount nearly half the size of the economy itself. Mr Abe wants that hoard to boost capital expenditure or wages, or to be returned to investors, who could put it to better use. He thinks a dose of shareholder capitalism will do the trick. Government bigwigs, including Mr Abe himself, now offer meetings to foreign activist investors. A new governance code, which came into force this week, seeks to break open the cosy world of the Japanese boardroom by requiring firms to appoint at least two outside directors.
Big deal, say the sceptics. Japan’s corporate-governance revolution has had many false dawns. However keen the politicians now are on a bit of Anglo-Saxon greed and menace, firms themselves retain a deeply insular culture. Only 274 of some 40,000 directorships are held by foreigners. A mesh of shareholdings still binds big firms together. Japan’s business lobby group, Keidanren, fought to dilute the new reforms. The banks still keep weak companies afloat: the fact that not one of Japan’s listed firms went bankrupt last year, for the first time since 1991, reflects not just a zippier economy, but also lenders’ clubby ties to borrowers. For all his reformist zeal, Mr Abe has yet to embrace measures that make it easier for firms to hire and fire. Hobbesian, Japan is not.
Even so, there are three reasons to think that real change is under way:
- The first is that market pressure is adding to the political pressure.
- Some of Japan’s most prominent companies are also changing their stripes.
- Third, the need for firms to absorb hard-to-employ Japanese workers is diminishing.
Bernas' worrying financials
My attention was drawn to an article in The Edge Malaysia with the above title.
I have written about Bernas in the past (here and here), about the serious (alleged) possibility that Bernas' minority shareholders were not treated fair and equal, which would imply a clear breach of the rules. No news yet from the authorities (Bursa, SC or SSM) regarding this matter, but then again, enforcement against VVIPs has never been their strongest point, to put it mildly.
After it's delisting Bernas was not hindered anymore by those "pesky" minority shareholders, and apparently it used this freedom to forward huge amounts of money to its parent company (something that would have required the approval from minority investors, besides a healthy dose of transparency).
It also hugely increased its dividend policy, money that now does not need to be shared anymore with their previous minority shareholders who were bought out.
From RAM's website: "RAM Ratings downgrades ratings of Bernas’ sukuk, some snippets:
After the delisting of Bernas in April 2014, the Group had channelled large amount of advances to its holding companies and related parties totalling over RM700 million. “Support of this nature and magnitude is not within RAM’s expectation and such a move implies increased influence and explicit control of TWM.
The negative outlook reflects our concerns over additional shareholder-friendly manoeuvres and operational challenges that would further compromise Bernas’ financial profile. Although new advances to shareholders/related parties are unlikely, the Group has committed to future dividend payouts (from fiscal 2015 onwards) that are much higher than the Group’s net earnings.
We had previously expected Bernas to gradually pare down its debts following the collection of delayed subsidy receivables from the Government of Malaysia in 2014. On the contrary, the Group’s debt level had increased 20.0% to nearly RM2 billion (end-December 2013: RM1.64 billion). Besides advances, Bernas had also taken on additional trade lines to fund its heftier working-capital needs. Given the expected erosion of its equity base (from outsized dividend payments) and the absence of any improvement in its profitability, the Group’s gearing ratio could reach 1.8 times by FY Dec 2016 while its FFODC will likely stay below 0.10 times.
Bernas' actions seem puzzling to say the least, is this all really prudent?
What is going to be the end play, a heavily indebted Bernas targeting an IPO on Bursa in the near future, playing the "infamous" listing-delisting-relisting "play" with new shareholders having to pump in fresh money to pay of the debts Bernas is now incurring?
Time will tell .....
I have written about Bernas in the past (here and here), about the serious (alleged) possibility that Bernas' minority shareholders were not treated fair and equal, which would imply a clear breach of the rules. No news yet from the authorities (Bursa, SC or SSM) regarding this matter, but then again, enforcement against VVIPs has never been their strongest point, to put it mildly.
After it's delisting Bernas was not hindered anymore by those "pesky" minority shareholders, and apparently it used this freedom to forward huge amounts of money to its parent company (something that would have required the approval from minority investors, besides a healthy dose of transparency).
It also hugely increased its dividend policy, money that now does not need to be shared anymore with their previous minority shareholders who were bought out.
From RAM's website: "RAM Ratings downgrades ratings of Bernas’ sukuk, some snippets:
After the delisting of Bernas in April 2014, the Group had channelled large amount of advances to its holding companies and related parties totalling over RM700 million. “Support of this nature and magnitude is not within RAM’s expectation and such a move implies increased influence and explicit control of TWM.
The negative outlook reflects our concerns over additional shareholder-friendly manoeuvres and operational challenges that would further compromise Bernas’ financial profile. Although new advances to shareholders/related parties are unlikely, the Group has committed to future dividend payouts (from fiscal 2015 onwards) that are much higher than the Group’s net earnings.
We had previously expected Bernas to gradually pare down its debts following the collection of delayed subsidy receivables from the Government of Malaysia in 2014. On the contrary, the Group’s debt level had increased 20.0% to nearly RM2 billion (end-December 2013: RM1.64 billion). Besides advances, Bernas had also taken on additional trade lines to fund its heftier working-capital needs. Given the expected erosion of its equity base (from outsized dividend payments) and the absence of any improvement in its profitability, the Group’s gearing ratio could reach 1.8 times by FY Dec 2016 while its FFODC will likely stay below 0.10 times.
Bernas' actions seem puzzling to say the least, is this all really prudent?
What is going to be the end play, a heavily indebted Bernas targeting an IPO on Bursa in the near future, playing the "infamous" listing-delisting-relisting "play" with new shareholders having to pump in fresh money to pay of the debts Bernas is now incurring?
Time will tell .....
Friday, 5 June 2015
Excellent, old-fashioned investigative journalism
From The Washington Post:
"How a curmudgeonly old reporter exposed the FIFA scandal that toppled Sepp Blatter"
Some snippets:
Jennings is an advocate of slow, methodical journalism. For half a century, the 71-year-old investigative reporter has been digging into complex, time-consuming stories about organized crime. In the 1980s, it was bad cops, the Thai heroin trade and the Italian mob. In the ’90s, he turned to sports, exposing corruption with the International Olympic Committee.
For the past 15 years, Jennings has focused on the Federation Internationale de Football Association (FIFA), international soccer’s governing body. As other journalists were ball watching — reporting scorelines or writing player profiles — Jennings was digging into the dirty deals underpinning the world’s most popular game.
“I’m a document hound. If I’ve got your documents, I know all about you,” he said. “This journalism business is easy, you know. You just find some disgraceful, disgustingly corrupt people and you work on it! You have to. That’s what we do. The rest of the media gets far too cozy with them. It’s wrong. Your mother told you what was wrong. You know what’s wrong. Our job is to investigate, acquire evidence.”
That is, essentially, Jennings’s mantra: Take time, dig up dirt and don’t trust those in power.
In the Malaysian context, journalism has improved clearly over the last two decades, partially helped by the popularity of the internet and the shift towards increased transparency. Good investigative stories, for instance regarding 1MDB, have emerged. Some people seem to be not yet ready for this shift.
"How a curmudgeonly old reporter exposed the FIFA scandal that toppled Sepp Blatter"
Some snippets:
Jennings is an advocate of slow, methodical journalism. For half a century, the 71-year-old investigative reporter has been digging into complex, time-consuming stories about organized crime. In the 1980s, it was bad cops, the Thai heroin trade and the Italian mob. In the ’90s, he turned to sports, exposing corruption with the International Olympic Committee.
For the past 15 years, Jennings has focused on the Federation Internationale de Football Association (FIFA), international soccer’s governing body. As other journalists were ball watching — reporting scorelines or writing player profiles — Jennings was digging into the dirty deals underpinning the world’s most popular game.
“I’m a document hound. If I’ve got your documents, I know all about you,” he said. “This journalism business is easy, you know. You just find some disgraceful, disgustingly corrupt people and you work on it! You have to. That’s what we do. The rest of the media gets far too cozy with them. It’s wrong. Your mother told you what was wrong. You know what’s wrong. Our job is to investigate, acquire evidence.”
That is, essentially, Jennings’s mantra: Take time, dig up dirt and don’t trust those in power.
In the Malaysian context, journalism has improved clearly over the last two decades, partially helped by the popularity of the internet and the shift towards increased transparency. Good investigative stories, for instance regarding 1MDB, have emerged. Some people seem to be not yet ready for this shift.
Thursday, 4 June 2015
Chinese market getting really hot
Article in Bloomberg: "Chinese Flock to Hong Kong for Stocks They Could Buy at Home"
Some snippets:
As mainland brokers tighten margin financing amid increased regulatory scrutiny, Hong Kong securities firms are finding a niche catering to Chinese investors. Amid the world’s biggest stock rally, a 141 percent one-year gain, the business presents a means to compete with bigger Chinese rivals who have been expanding in the city.
Investors in Hong Kong, including mainland visitors, have put 154 billion yuan ($25 billion) into Shanghai-traded equities since China began allowing purchases through the link in November.
Charles Li, CEO of Hong Kong Exchanges and Clearing Ltd., said he was unaware of how much money originated in Hong Kong or how much was round-tripping from China.
“These are just investors in Hong Kong, and I don’t care how they’ve got here,” he said in an interview. “Why I would single them out?”
Stephen Qin, a 28-year-old office worker in northern China, traveled 1,000 miles and set up an account in Hong Kong to trade Chinese stocks he could have bought at home.
“I can make more money if I can borrow more,” said Qin. “That’s why I chose Hong Kong.”
Something tells me this has to end badly, but the million dollar question is: when?
Some snippets:
As mainland brokers tighten margin financing amid increased regulatory scrutiny, Hong Kong securities firms are finding a niche catering to Chinese investors. Amid the world’s biggest stock rally, a 141 percent one-year gain, the business presents a means to compete with bigger Chinese rivals who have been expanding in the city.
Investors in Hong Kong, including mainland visitors, have put 154 billion yuan ($25 billion) into Shanghai-traded equities since China began allowing purchases through the link in November.
Charles Li, CEO of Hong Kong Exchanges and Clearing Ltd., said he was unaware of how much money originated in Hong Kong or how much was round-tripping from China.
“These are just investors in Hong Kong, and I don’t care how they’ve got here,” he said in an interview. “Why I would single them out?”
Stephen Qin, a 28-year-old office worker in northern China, traveled 1,000 miles and set up an account in Hong Kong to trade Chinese stocks he could have bought at home.
“I can make more money if I can borrow more,” said Qin. “That’s why I chose Hong Kong.”
Something tells me this has to end badly, but the million dollar question is: when?
Tuesday, 2 June 2015
Hanergy report
I noticed a report about Hanergy that is interesting enough to mention here.
David Webb noted regarding the SFC investigation: "this refers to an investigation "into the affairs of" Hanergy, not just into dealings in its shares. In our view the suspension of the stock is now likely to continue for quite a while."
And writing about David Webb, there seems to be a call for more "David Webbs", lets hope this call will be answered:
Financial circles have mixed perceptions about activist investors like David Webb. Individual players hail him as their hero, as he is always there to press corporate management to share profits with minority shareholders.
Surely corporate decision makers and major stakeholders find him annoying. Who would like to have a “troublemaker” like Webb meddling in their business?
But a consultation paper from the Securities and Futures Commission on the Principles of Responsible Ownership is encouraging more Webb-like shareholders, especially institutional ones, to take part in and supervise the day-to-day operations of the firms they invest in.
David Webb noted regarding the SFC investigation: "this refers to an investigation "into the affairs of" Hanergy, not just into dealings in its shares. In our view the suspension of the stock is now likely to continue for quite a while."
And writing about David Webb, there seems to be a call for more "David Webbs", lets hope this call will be answered:
Financial circles have mixed perceptions about activist investors like David Webb. Individual players hail him as their hero, as he is always there to press corporate management to share profits with minority shareholders.
Surely corporate decision makers and major stakeholders find him annoying. Who would like to have a “troublemaker” like Webb meddling in their business?
But a consultation paper from the Securities and Futures Commission on the Principles of Responsible Ownership is encouraging more Webb-like shareholders, especially institutional ones, to take part in and supervise the day-to-day operations of the firms they invest in.
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