BCS - BrisConnections Unit Trusts

[drsmith]

Re: Standing by unit holders

Since the last post we have been offered almost 7 million units .BTRL can acquire up to another 20million unit. BTRL preferred to take up larger parcels of 500,000 or more. BTRL has an offer document that provides for a small payment to unit holders. BTRL does not to buy small parcels or units from original IPO unit holders for a reason that will become clear next week.

If however BTRL or its corporate representative are offered a contribution to buy the units and or to assist in meeting legal costs, the corporate representative would be happy to receive payment. However provided the holdings are large enough that would not be required. it cost so far $40k in legal to get all the transfers attended to ...its not cheap ..so you can see why buying 10,000 does not appeal

If I read the above correctly the unitholder recieves a small payment for their units but this is offset by a contribution to your corporate representative with the latter being a requirement for transfers of unitholdings below a given numerical threshold.

I won't ask for full details but for someone with a unitholding of 500,000 units, what is the nett result in terms of payment for the transfer ?

 

[JAB_Charity]

Re: charitable trust ???

Dear Jim,

If an item is donated it must be of a value and the consideration is the amount equal to the donation.

Basic contract law does not require consideration to be in $cash form. In our view providing the philanthropic benefit to the charity is adequate consideration. This is well settled in law.

As I understand it the transfers are being rejected by Comsec an others.

To clarify: No transfers are being rejected by any broker. We are however facing delays in brokers processing the transfers in time to the Link share registry -- as Link will not accept transfer forms direct from parties where there is a CHESS HIN (Broker-sponsored) involved.

So those with holdings registered by CHESS with a broker may care to seek other disposal options, including other buyers in the market.

There is no such problem with those holding SRN "Issue Sponsored" holdings. And we are processing these speedily

As the transfers do not show a consideration they are likely not to be deemed a gift as they are shown to be valueless and there for as far as the tax act is concerned they fall within part 4a .

Again, in our view that is an incorrect interpretation of the basic tenets of contract law.

David’s Charity needs to resolve all this and fast as they may loose there Charitable status, which clearly is not a good thing.

In our view there is no such risk.

All transfers will need to be re issued. Re done for the proper consideration of .001 and then re submitted, a receipt equal to the amount of the consideration issued to the seller for there donation being the consideration shown on the transfer .

As per above.

It would help if the sponsoring brokers new that the documents had been certified by lawyers and thereafter would process the balance of transfers quicker.

Yes -- that would be helpful. Jim, could your team assist the Charity in this regard?

Given the current timing, it may be that the Charity will fail to get any of its transfers registered …more problems for unit holders.

There is a risk for all parties -- buyers and sellers -- that any off-market transfers will not be processed onto the Link share registry before the current close WED 22 April 2009 without payment of calls attaching. Am sure all parties are giving their best efforts to lodge valid forms and within time transfers.

Brisbane Toll Road Link, spent over 40,000 with its lawyers processing offers and transfers and getting same reregistered. It’s a tough learning curve and a trap for new players

We wish you all the best. And thankyou for the information.


David C. Barrow, Trustee, The Julie Anne Barrow Charitable Trust

http://www.barrow.org.au/

 

[jim Byrnes]

No we don’t interfere with the BTRL payment to unit holders

We reserve the right from now to refuse to buy certain holdings …we may however on compassionate grounds still acquire at no cost and in fact pay the seller the .00001 offer.
But note we reserve the right to refuse small parcels
If the seller has 500,000 or more there is clearly no charge and again BTRL pay’s $5-00 for 500,000

 

[sails]

Re: charitable trust ???

I have spoken with David, who doubt has good intentions. The tax act is very specific re charitable donations.

If an item is donated it must be of a value and the consideration is the amount equal to the donation.

Items donated to a charitable organization must be to be deemed a donation at either market value or as per a sworn valuation.

I have Spoken with David and consulted a tax QC (actually I bough him coffee as he is a mate and asked the question and got an answer for the cost of a coffee, )

As I understand it the transfers are being rejected by Comsec an others.

As the transfers do not show a consideration they are likely not to be deemed a gift as they are shown to be valueless and there for as far as the tax act is concerned they fall within part 4a .

David’s Charity needs to resolve all this and fast as they may loose there Charitable status, which clearly is not a good thing.

All transfers will need to be re issued. Re done for the proper consideration of .001 and then re submitted, a receipt equal to the amount of the consideration issued to the seller for there donation being the consideration shown on the transfer .

It would help if the sponsoring brokers new that the documents had been certified by lawyers and thereafter would process the balance of transfers quicker.

Given the current timing, it may be that the Charity will fail to get any of its transfers registered …more problems for unit holders.

Brisbane Toll Road Link, spent over 40,000 with its lawyers processing offers and transfers and getting same reregistered. It’s a tough learning curve and a trap for new players
James W Byrnes & Associates

Looks like there is a fair bit of dangerous territory for unit holders. It seems that lawyers specializing in corporate law would be required to understand the complexities of legally binding transfers.

 

[jim Byrnes]

David

BTRL can get all Comsec and e trade transfers processed same day.

The broker has a direct link to the registry and uploads all transfers every evening.

E Trade require a statement that the purchaser understand there obligations.

The resent amendment also requires a certification from the buyer on each transfer that they are aware of there obligations.

I suggest that you get a good mid tier firm to review all and certify the docs.

Problem is as I see it you have a whole lot of people who think that they have an agreement with you and that agreement may fail because of transfers exposing the trust to damages claims.

Send me all the parties' details

Name of shareholder
Email address
I will send them a merge email and bulk offer.

This may remove the exposure and assist the unit holders.

James W Byrnes & Associates
j.byrnes@alfpl.com
Direct 612-80901301
J Byrnes cell 614 25 266600

 

[drsmith]

If the seller has 500,000 or more there is clearly no charge and again BTRL pay’s $5-00 for 500,000

Sorry Jim it was not intention to offend but your previous response on this only at best loosely implied that there was no charge if the seller has 500,000 or more units and there was no specific information on the actual amount you would pay for 500,000 units.

The above though does clarify the situation for unitholders with 500,000 or more units and puts them in an informed position in relation to choosing between your offer and David Barrow's and for that I thank you for the information.

 

[jim Byrnes]

the offer documents issued by BTRL pay a seller .00001c per unit
so 1 mil =$10
2mil = $20 or part there of .

there is no charge by J Byrnes or any related party whatsoever for 500,000 or more unit sellers .

we reserve the right however to seek paymnet for small transfers . such payment is limited to $1,000 and will go to ALF Australian Litagation Funders .
BTRL actual pays for the transfer costs but the poayment to ALF goes inot the Class action fund

 

[MeToo]

the offer documents issued by BTRL pay a seller .00001c per unit
so 1 mil =$10
2mil = $20 or part there of .

there is no charge by J Byrnes or any related party whatsoever for 500,000 or more unit sellers .

we reserve the right however to seek paymnet for small transfers . such payment is limited to $1,000 and will go to ALF Australian Litagation Funders .
BTRL actual pays for the transfer costs but the poayment to ALF goes inot the Class action fund

That's fair enough. I don't mind donating, but I only know of this policy since today 17/4/09. And my small parcel shareholding in Brisconnections have yet to transfer out since I accepted the offer on the April 1st. All required information has already been sent to relevant party since April 2nd.

Timing is getting too close for comfort.

 

[Macquack]

the offer documents issued by BTRL pay a seller .00001c per unit
so 1 mil =$10
2mil = $20 or part there of .

Should that be .00001$ per unit?

Big decision, one million shares gets you a big 10 bucks off Jimbo or sweet FA off Davo.

I would go with Jimbo, only because it looks more legal.

 

[jim Byrnes]

any offers made prior to today either orally or in email will be maintained and there will be no charge

 

[drsmith]

Re: charitable trust ???

BTRL does not to buy small parcels or units from original IPO unit holders for a reason that will become clear next week.

David,

If you have not allready done so you may wish to ask Jim (in private) his reason for the above.

There is a risk for all parties -- buyers and sellers -- that any off-market transfers will not be processed onto the Link share registry before the current close WED 22 April 2009 without payment of calls attaching. Am sure all parties are giving their best efforts to lodge valid forms and within time transfers.

I note that on the transfer form on your charity's site there is an email address on the transfer form to which unitholders can return the completed form.

With reference a post from Jim (see link below), how quickly are the returned emails processed ?

Aslo, if the donating unitholder does not have access to a scanner (I assume a scanned signature from the seller is a minimum reqiirement for the transfer to take place) would he need to resort to fax ?

https://www.aussiestockforums.com/forums/showpost.php?p=421708&postcount=1656

 

[JAB_Charity]

Transfering BCSCA Units

With reference a post from Jim (see link below), how quickly are the returned emails processed ?

Email is just for checking. Transfer forms must be Signed Originals.


David C. Barrow, Trustee, The Julie Anne Barrow Charitable Trust

http://www.barrow.org.au/

 

[drsmith]

I would go with Jimbo, only because it looks more legal.

This has certainly brought out some colourful characters.

Perhpas everybody on the board of his replacement RE would have had a surname starting with B had Nicholas not sold his votes to Leighton.

 

[jim Byrnes]

This has certainly brought out some colourful characters.

Perhpas everybody on the board of his replacement RE would have had a surname starting with B had Nicholas not sold his votes to Leighton.

mate could you at least use a nice picture .
am old
am grey :
am well, fat
but still vain
jim

 

[nathanblack]

Re: Standing by unit holders

BTRL does not to buy small parcels or units from original IPO unit holders for a reason that will become clear next week.

We can only assume original holders will be treated in a different way?
My guess is an original owner
(a) had a prospectus(therefor aware of future liability)
(b) hold smaller amounts(initially worth $1 a share)
(c) how many original holders would still exist(jumped long ago)

So they will either be punished and made to pay 2nd installment because they were fully aware of the obligations (others let off but forfeit shares)

OR;

They will be rewarded for holding. They will lose $1/share versus $0.001/share. Maybe the later will forfeit all holdings whilst the former get a mall buyout?

My guess is if its a negative for Jim to acquire original shares, its most probable he suspects a liability may apply to them which doesnt apply to the rest.

Either way, not worth holding out or taking any risks. Sell, Donate or do whatever you can to dispose of your holdings. This is quickly turning into a game for the big guys only.

 

[sails]

This has certainly brought out some colourful characters.

Perhpas everybody on the board of his replacement RE would have had a surname starting with B had Nicholas not sold his votes to Leighton.

LOL - I nearly wrote something about the possibility of the three Bs pulling together yesterday (thought better of it!) - but anyway now there might be 4! I'm sure Bear would be most co-operative.

To add to the photo gallery, there's a photo of the chief in the link below - from the Courier Mail:
BrisConnections queried by Australian Securities Exchange

 

[nathanblack]

I think Humphrey Bear is only interested in being a silent partner.

 

[bigdog]

Business Spectator reports:

http://www.businessspectator.com.au...he-hook-pd20090417-R6VQA?OpenDocument&src=kgb

Commentary
10:22 AM, 17 Apr 2009
Robert Gottliebsen

Is Bolton off the hook?

I found the KGB interrogation of Queensland Treasurer Andrew Fraser very instructive. Fraser is clearly not going to put money into BrisConnections unless he feels that the project is in jeopardy. He will not use tax-payer dollars simply to save small shareholders or underwriters, but he clearly fears that this week's meeting may not have settled the matter and the project might face more threats.

We now have court actions trying to overturn the meeting and there are other moves in the pipeline due to the simple fact that most of the foreign banks do not want to lend to the project and are looking for a way out.

The same applies to joint call-underwriter Deutsche. Fraser warns that any major who walks away will find it hard to do business in Queensland in the long term. But there only needs to be one or two court cases that go against BrisConnections to provide a loophole for some to escape, thereby putting the project in jeopardy – hence Fraser’s caution.

The fact that Leighton was prepared to pay Nick Bolton $4.5 million shows that the majors, probably including the Queensland government, are going to do whatever it takes to keep the project moving. For example, while the failure to disclose the Leighton deal until the BrisConnections meeting is going to be hard to defend, it was clearly a strategic move to stop court actions prior to the meeting.

Nick Bolton, who saw the weakness in the BrisConnections situation before anyone else, will now faces a challenge to hold on to the money if his companies are required to pay the call.

In our Conversation Peter Rawling, of lawyers Macpherson and Kelley, showed one way Bolton might have safeguarded the $4.5million:

"There is a lot of commentary that Nick Bolton remains exposed to Brisconnections, but if normal limited liability principles apply to ASL's (Bolton’s Australian Style) ownership of the BrisConnections shares, Bolton will not be personally liable.

"Further, if a special purpose subsidiary (SPV) was incorporated to buy the shares, then ASL will also not be exposed. Bolton was reported as having said as much, that the share ownership is 'insulated'.

“So Bolton will have no personal exposure, he will not be bankrupted. All that will happen, is that a company ultimately owned by him may be liquidated.

"And if Bolton (or ASL) was paid a procurement fee for agreeing to procure the SPV subsidiary to grant the proxy, that fee would be protected from the liquidation of the SPV. All in all, a good deal for Bolton.”

Other lawyers will no doubt take a different view of the level of protection Nick Bolton has, but we can be certain that he will be pursued very vigorously in the courts by many of the parties involved.

 

[jim Byrnes]

Re: Standing by unit holders

We can only assume original holders will be treated in a different way?
My guess is an original owner
(a) had a prospectus(therefor aware of future liability)
(b) hold smaller amounts(initially worth $1 a share)
(c) how many original holders would still exist(jumped long ago)

So they will either be punished and made to pay 2nd installment because they were fully aware of the obligations (others let off but forfeit shares)

OR;

They will be rewarded for holding. They will lose $1/share versus $0.001/share. Maybe the later will forfeit all holdings whilst the former get a mall buyout?

My guess is if its a negative for Jim to acquire original shares, its most probable he suspects a liability may apply to them which doesnt apply to the rest.

Either way, not worth holding out or taking any risks. Sell, Donate or do whatever you can to dispose of your holdings. This is quickly turning into a game for the big guys only.

No don’t want to open the flood gates to a million questions but .

Original unit holders may have been induced into purchasing units from Mac bank as there investment advisor …in which case Mac have a real big problem and the real damages claim could be 390m
People who bought elsewhere but relied on a number of key points in the PDS would be sufficient to allow all retail investors the opportunity to seek a damages claim of full return for there funds ..390m

Then there are the more resent buyers whose damages is far less

So I am trying to keep the original low volume mum in dads in tact as I feel that the worst result is they will get out free and the best result is they will get back some money .

That’s a very brief snap shot, and we are spending 20,000 a day in costs working this up , so please don’t ask to mush yet .

LOL - I nearly wrote something about the possibility of the three Bs pulling together yesterday (thought better of it!) - but anyway now there's 4! I'm sure Bear would be most co-operative.

To add to the photo gallery, there's a photo of the chief in the link below - from the Courier Mail:
BrisConnections queried by Australian Securities Exchange

Yeah instead of the three bears
Speak no evil ...that’s me
See no evil ...David

And dirty rotten scoundrel That’s Nick

I am going to buy that Kid the John Williams CD.. you know the one about standing by your mates when there in a fight ...hey true blue .

Not very Anzac of you nick

 

[jim Byrnes]

Business Spectator reports:

http://www.businessspectator.com.au...he-hook-pd20090417-R6VQA?OpenDocument&src=kgb

Commentary
10:22 AM, 17 Apr 2009
Robert Gottliebsen

Is Bolton off the hook?

I found the KGB interrogation of Queensland Treasurer Andrew Fraser very instructive. Fraser is clearly not going to put money into BrisConnections unless he feels that the project is in jeopardy. He will not use tax-payer dollars simply to save small shareholders or underwriters, but he clearly fears that this week's meeting may not have settled the matter and the project might face more threats.

We now have court actions trying to overturn the meeting and there are other moves in the pipeline due to the simple fact that most of the foreign banks do not want to lend to the project and are looking for a way out.

The same applies to joint call-underwriter Deutsche. Fraser warns that any major who walks away will find it hard to do business in Queensland in the long term. But there only needs to be one or two court cases that go against BrisConnections to provide a loophole for some to escape, thereby putting the project in jeopardy – hence Fraser’s caution.

The fact that Leighton was prepared to pay Nick Bolton $4.5 million shows that the majors, probably including the Queensland government, are going to do whatever it takes to keep the project moving. For example, while the failure to disclose the Leighton deal until the BrisConnections meeting is going to be hard to defend, it was clearly a strategic move to stop court actions prior to the meeting.

Nick Bolton, who saw the weakness in the BrisConnections situation before anyone else, will now faces a challenge to hold on to the money if his companies are required to pay the call.

In our Conversation Peter Rawling, of lawyers Macpherson and Kelley, showed one way Bolton might have safeguarded the $4.5million:

"There is a lot of commentary that Nick Bolton remains exposed to Brisconnections, but if normal limited liability principles apply to ASL's (Bolton’s Australian Style) ownership of the BrisConnections shares, Bolton will not be personally liable.

"Further, if a special purpose subsidiary (SPV) was incorporated to buy the shares, then ASL will also not be exposed. Bolton was reported as having said as much, that the share ownership is 'insulated'.

“So Bolton will have no personal exposure, he will not be bankrupted. All that will happen, is that a company ultimately owned by him may be liquidated.

"And if Bolton (or ASL) was paid a procurement fee for agreeing to procure the SPV subsidiary to grant the proxy, that fee would be protected from the liquidation of the SPV. All in all, a good deal for Bolton.”

Other lawyers will no doubt take a different view of the level of protection Nick Bolton has, but we can be certain that he will be pursued very vigorously in the courts by many of the parties involved.

i like the thought process , but how do you get around 180 to 184 of the corps act .
how is the fee is it is as you discribed reasonable and not an uncomercial transaction . the alternante is that it may also have an hint of obtain finacial benifit by deception