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BCS - BrisConnections Unit Trusts

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ASIC warns against share transfers amid BrisConn rumours - hopefully no-one has actually done this as the penalties are pretty steep - couple of excerpts from the article:



The maximum penalty for an individual who contravenes the act is a $22,000 fine or imprisonment for five years or both. A body corporate may be fined up to $110,000.
Click to expand...
 
Hi All

For those using Twitter you can follow twitter/brisconnections (aggregator of latest news in relation to this saga not Brisconnections themselves it looks - funny "This is BCSCA-Sparta Avatar though) and twitter Nicholas_bolton for some interesting one liners..

Have been glued to this since last year on this forum!! I don't need a book anymore, I just read this nightly for my Non Fiction Fix!

cheers Pog
 


hi
could you provide a link or the name to look up for the twitter page
with thanks
 
In order to maintain a fully informed, efficient and transparent market there must be no information asymmetries. The Insider Trader provisions and the continuous disclosure provisions are designed so that both buyers and sellers in a market have the same information. The factual scenario is in my view conduct which is both intentionally and unintentionally likely to mislead and deceive the reasonable person and has inhabited the market for BrisConnect from being fully informed efficient and transparent. This is due to the perception and reality in the market place.

1. Up until approximately early March both Macquarie Bank and BrisConnections Management Limited (BMCL) have attempted to prevent Australian Style Investments Pty Ltd (ASI) from holding the meeting and making the various requisitions. After many court battles this has not occurred and the meeting has gone ahead. The PUBLIC and MARKET perception, reasonably held, during all this time was that ASI would be voting in favour of the proposed resolutions. This is obviously stated in various documents put forward by ASI in relation to the meeting eg. The precedent proxy form contained in their Notice of Meeting for the meeting in Melbourne (which did not occur). Therefore, every person was entitled to believe that ASI would be voting in favour of the various resolutions.
2. On Wednesday 8th April the Deed was signed with Australian Style Investments Pty Ltd (ASI).
3. On Thursday 9th April according to undertakings provided to ASIC to alleviate concerns in relation to the meeting scheduled for the 14th April 2009 BrisConnections Management Limited (BMCL) released two further documents one being a response to certain comments ASI had made and the second being further financial information to shareholders.
4. At 2.23pm on Saturday 11th April 2009 ASI lodges proxy voting against the resolutions. This is the first time BMCL states that knew of the switch by ASI. At that point the market was misinformed, and every single untiholders who lodged a proxy or attended and voted at the meeting from 2.23pm on Saturday until 10am on Sunday morning (proxy deadline) and all those unit holders who attended and voted in person or via corporate representative have been mislead by the fact that the public and market perception was not corrected by BMCL which had an obligation to do so.
5. The general rule in relation to Meetings and EGM’s is that the company must disclose to shareholders all information material to a shareholders decision as to whether or not to vote in favour of the particular resolution. After months of very public court battles the fact that the major shareholders (who was the requisitioned) will be voting against its own resolutions is material to a unit holders decision, it is also information which is material to the price of the securities as it, by itself and had the power of changing the outcome of the meeting….Therefore, in my view BMCL was under a positive obligation to correct a misinformed and inefficient market from the period Saturday 2.23pm (if that actually was the first time they knew about it) until when the meeting occurred.
6. Explore for one moment if someone had purchased stock (off market as on-market was suspended) during that period and he/she knew of ASI’s change, in my view that purchaser would have committed an insider trading offence. The corollary of that is that the information needed to be released and wasn’t which has placed the company in breach.
7. Often in ASX listed companies releases are put out to maintain an orderly and transparent market. Examples of this are abundant and are often entitled, “Clarification to media reports” or “Clarification on speculation” or “Comments on rumors in the market”. Releases are routinely put out to clarify market information in relation to potential mergers and acquisitions. This is because ASX listed companies have a positive obligation to help maintain this market and no announcement by BMCL caused a breach.
8. BMCL are hopelessly conflicted because of their previously stated recommendation not to vote in favour of the resolutions it was therefore in their best interests to suppress the information from the market.
9. there are three actions available to BTRL 1) against ASI and Bolton under 52 of the trade practices act and further based on breaches as a director of 180-184 of the Corporations law there are grounds to seek the appointment of a provisional liquidator to ASI and a preservation order on the funds paid out to a third party . Further as it is highly likely that Bolton has engineered a transfer for an improper purpose the transfer would be likely to be reversed. 2) Class action would be in 2 classes, original unit holders 390,000,000 and current unit holders around 80,000,000 plus lost opportunity and punitive damages. this action would be against BSC and its owners Mirvac and Leighton’s and Macquarie Bank this may also include Deutsche bank but it will be necessary to provide proof that they where negligent . It is likely that there law firms would also be defendants at least in regards to the IPO .3) the most pressing issue is to nullify the results of the meeting and either seek that the meeting be re held or that the court find that the RE is unreliable and conflicted and should be removed.
10. Australian Litigation Funders have pledged to fund the matter and have now engaged a sizeable number of lawyers and barristers in 2 states.

Brisbane Toll road is still buying units of market and all unit enquries should be directed to j.byrnes@alfpl.com all comsec , e trade transfers can be finalized same day , others may take till Tuesday .




James W Byrnes & Associates

j.byrnes@alfpl.com
 
Re: Macquarie buys out its private BrisConnections investors

sails said:
It begs the question why they didn't do this months ago instead of leaving mum and dad unit holders terrified for so long. But perhaps its more to do with the pressure of unit holders transferring to the three Bs?
Click to expand...
What Macquarie needed to do was ensure that 50%+ was maintained in friendly hands as the institutions bailed out. This may have required supporting the stock by increasing it's own holding. Instead it bailed out and has since dived back in for fear of disaster.

If the AFR's report about Macquarie quietly buying out it's private clients is true then the crack in the dam wall just widened a little. It would be interesting to know what the buy out price is.
 
Jim,

I note that on the day after the unitholder's meeting there was over 30 million units for sale at $0.001. As such 20 milliion could have been purchased for $20,000. While this cost is obviously higher than the $10 per million you are offering, I just wonder (after taking into account the time, effort and any costs associated with off market transfers) whether it would have been more practical to have purchased them on the ASX for $0.001 before trading ceased. That too would have eliminated any risk of not reaching your target by the deadline on transfers on Tuesday.
 
With respect Thread Managers and we believe in the public interest, The Julie Anne Barrow Charitable Trust would appreciate making the following information known:


PROCESSING DELAYS​

Please NOTE: As at 17 April 2009 we have experienced responses from the Link Market Services (“Link”) share registry [BrisConnections BCSCA] and some CHESS-Sponsored-Brokers that put at risk the practical ability for us in good faith to be confident that the off-market transfer form will be processed by Link in such timely and effective manner to meet the 22 April 2009 Last Day for accepting BCSCA transfers without call money attached (such date having been announced to the market by BrisConnections on 2 March 2009).

Further:

(1) We are experiencing effective transfers for issue-sponsored to issue-sponsored transfers at the Link share registry (i.e. where there is no CHESS-Sponsored-Broker involved with the Seller of the BCSCA units). There is no guarantee that this will continue.

(2) We are experiencing some effective transfers for Seller CHESS-Sponsored-Broker to issue-sponsored transfers where the Broker is a full-service broker and working closely with their client to effect the valid transfer within time. There is no guarantee that this will continue.

(3) We are experiencing systemic failure to achieve the mutually-desired outcome of timely transfers where the Seller CHESS-Sponsored-Broker is a discount / on-line broker such as CommSec and E*Trade.

(4) Please note that the BrisConnections off-market share transfer form is now, and has always been, an invitation to treat not an offer to the world.

(5) We recommend that prospective Sellers consider our invitation to treat within the context of other declared current Buyers for BCSCA units – especially where the Seller’s circumstances are such that the Seller’s CHESS-Sponsored-Broker for their BCSCA holdings is a discount / on-line broker such as CommSec and E*Trade.


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

http://barrow.org.au/
 
Ok so no body says, “Why didn’t you tell us”

Time is running out to transfer units to a willing buyer at fair consideration. Effective date for last day to transfer units is this Wednesday.
Please don’t think you can call me Tuesday night and sell your units and get a transfer done Wednesday...Unless its really worth our while we will pass .

If someone has a big line of stock we may...repeat may bend over backwards to assist.
If they hold an amount under say 2 million, in my view there stuck with them from Tuesday night.

Provided someone offers us enough cash …we would not get involved.

And I don’t mean 1000, as trying to get a transfer done on Wednesday; the last day will be problematic.

In our view because of the silly transfer attempts this stock is subject to extreme scrutiny now.

Luckily with a 50 mil plus holding we have the direct contact details of most of the senior back office staff and are able to when required effect speedy transfers.

So to be clear if you’re hanging in there with a hope and a prayer that a deal will surface by Tuesday, don’t waste your time. As any deal they may be trying to put to unit holders will be scuttled by our legal action mid to late next week.

If asked to effect transfers come Wednesday , I would want the seller to cover all of our time and opportunity cost which are likely to be substantial …to put it bluntly we will be set , and really busy and will only divert a staff member and lawyer unless somebody makes it very tempting .

We have been offered 10k and more by sellers. So don’t be lured in to a false sense of security thinking that they will buy on Tuesday night and get the transfer done Wednesday … not likely

Today I am processing many million in transfers with the director.
I shall be trying to get him to swing by in the morning …50/50 so I can execute any new transfers.

For sales/ purchases entered into from now we say
0 to -500,000 unit’s standard offer of .00001c to buy your units and a $1,000 processing fee
500,000 and over same offer no fee.
From tomorrow onwards
All sales will attract a processing fee and dependant on when the sale is effected 1000 is for all transactions
From Tuesday
The fee will increase.

Note every time we effect transfers and our holding increases we are required to notify the company, notify the exchange, complete various standard notices...Its all time and money.



So here the deal. Send me an email

Confirm name of seller

Amount of stock

Address

Phone numbers

Who you deal with, Comsec, etrade etc same day you get an offer

Terms of how that offer is made

A transfer



You complete, scan and email back



If there is a fee payable we will notify you at the time of making the offer

Do not delay …Warning do not delay...this is an announcement so that all unit holders are aware


James W Byrnes



j.byrnes@alfpl.com


James W Byrnes

j.byrnes@alfpl.com
 
So as to clarify to points .
billy silly transfers i mean H B Bear and Bud Gerygar , ivor Biggin

and second yes we will always talk to people about transfers no matter how late .
David Barrow has really gone out of his way to help people who may have otherwise been caught in the stock .
David and i have spoken and we have agreed to pick up his comsec and e trade clients so as to effect transfers on monday
 
Businss Specatator

"BrisConn will pursue investor payments"

Published 11:24 AM, 19 Apr 2009 Last update 10:39 AM, 19 Apr 2009

See Link




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

http://barrow.org.au/
 

Jim
We, especially I thank you for your time and effort in this saga.

I am a holder with 28,000 units, and it seem the unit has still not transferred out of my account. I am with E*trade, I emailed documents to you and RD at Whittens on 1st April with original to BTRL, then try to follow up with email on 9th, 15th and 17th April. I am trying to find out what the delay is. It's been over two weeks, and my unit has not transferred out.

I do understand transferring larger lots is more important, but the uncertainly doesn't help, especially when I have no idea why my unit have not transferred out yet.

Like I said earlier, a $1000 donation to the ALF is fair, if BTRL helps with the certainty of me not been liable for $28,000.
 
As a result of a number of small issues i have had with transfers , i attach the email i now send to sellers .

i also attach a copy of the offer and the transfer .

anybody who has returned there acceptance and transfer and who still has there stock showing , means that there has been a problem .

we have concluded over 50mil in transfers . the only problem is where a Hin number is wrong or there is a mistake by the seller .





Dear Unit Holder


If you wish to take up the offer.
You need to understand this
We don’t want to profit from your misfortune.

Large transfers are being processed as per the attached offer
Purchases/Transfers under 500,000 are not currently sought.
I will however ensure they are processed provided a small fee is paid which will meet our reasonable expenses.
To process an offer from start to finish and obtain registration has been cost including my time cost around 1000.
We therefore seek 1000 contribution to the cost.
Please pay this to Australian Litigation Funders account below.
Please EFT and send receipt with scanned executed documents above
Australian Litigation Funders Pty Ltd
CBA

BSB 062 156
Acc 1018 1935
Please note, we can process all comsec/ E trade transactions on Monday and have them transferred and the debt removed from your name Monday.
We will not process the transfer until we receive a conformation of EFT into the above account
Please complete
transfer enclosed
Complete all paperwork
Scan and return by email so we can get started
Post original to below by express
Please check what you complete and send, if you don’t put a hin or srn number on the transfer it will not go through.
We suggest you send us a copy of your holding statement so we can attach a copy to the transfer. Sometimes the information, like the spelling of your name is wrong when transfer is entered originally …so please help us help you.

No matter if your 10,000 or 10, mil if I have to chase you to much it wastes time and you risk not getting your stock transferred.

So check your work as I will upon receipt

If you have several million and I have to get it fixed more than twice or keep chasing you we will impose a transaction fee


.
Please scan and return all documents
Please post all original to

Check that you have correctly executed the documents
Provide contact details
We check what you send back
We contact you if there is a mistake
We don’t chase people if the documents are incorrectly filed out.

I have wasted hours on some people because they either don’t put the SRN or HIN number down, or they accept and forget to send the transfer.
I will try twice
Once by email and once by phone if there is a problem, if people don’t respond well I guess we have done our part and cant be blamed if the stock does not get transferred.
Please note this in a generic email and not directed specifically at any individual
CHARLTONS CJC PTY LTD
Chartered Accountant
Suite 901, Level 9
130 Elizabeth Street
Sydney NSW 2000 AUSTRALIA

James W Byrnes & Associates
j.byrnes@alfpl.com
 
Okay, I only just received the transfer form via email just then, obviously Australia post or someone forget to post the transfer to me.

Just to safe I have decide to make a $1000 contribution to ALF to cover all bases. Unfortunately no plan B (donate to David Burrow).

So will have to see whether I am still on the register Tuesday.
 

MeToo said:
Okay, I only just received the transfer form via email just then, obviously Australia post or someone forget to post the transfer to me.
Click to expand...
I assume from the above that you emailed documents detailing your shareholding on 1st April and what you have just received by email is the transfer form for you to sign.

That being the case perhaps Jim may possibly be able to offer an explanation for the above delay and to what extent other sellers have had to wait to this point before either recieving transfer forms to sign or confirmation of the transfer.
 
There is an offer document and A transfer we send out to those who recieved offers .
where the offer was made by email we attach a transfer and ask for both to be executed .

when we get an offer and no transfer or we send a transfer and we dont get a reply or when we get a transfer with no Hin we cannot transfer .

i confirm we have many many hour spent fixing this .

i dont want to seem hard but many people cant follow instructions .
i have a pile of transfers with no hins or wrong details .
its a big job tracking down the seller and getting it right .
i dont know who or why but there are issues .

anyway we are effecting over a dozen transfers so far tomorrow
 
BrisConnections Federal Court Battle with JAB-Charity


o The Julie Anne Barrow Charitable Trust has originated legal proceedings in the Federal Court (VID251/2009) against BrisConnections

o Interlocutory Hearing before Gordon J set down for 9:30am Tue 21 April 2009 in Melbourne

o Application is for an order of equitable injunction that BrisConnections extend Last day for accepting off-market transfers of partly paid stapled securities (ASX Code: BCSCA) without call money attached [currently Last transfers 22 April 2009 cut-off]

------------------------------

It would not of course be appropriate for us to discuss a matter currently before the Fed Court.

However, there is a paragraph of our publicly available Statement of Claim that may interest forum users and unitholders:



We are interested in any unitholder (current or former) views on the current situation of the Last Day Transfer (currently 22 April 2009) and the Second Instalment date of 29 April 2009 Liability.

If you would like to make a short statement (that would be appropriate for a Federal Court Judge to review), please send me a private message or email via this forum.

Or alternatively send an email to:

David@Barrow.ORG.AU


Please note that we will not use posts that only exist on this public forum, so if you would like to contribute your comments please do so by one of the private ways above -- and then post to the forum if you would like to share this publicly under your aviator.

Also, given the scope and nature of the case we will only be able to seek leave from Justice Gordon to put forward comments from current and former unitholders -- and so you should also state your name accordingly for indentification.


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

http://barrow.org.au/
 
JAB_Charity said:
o The Julie Anne Barrow Charitable Trust has originated legal proceedings in the Federal Court (VID251/2009) against BrisConnections
Click to expand...

Your court action was noted in the Crikey article above.


Best of luck.
 
Dear Unit holders

As a matter of record and so I don’t have to answer calls at midnight again.
Today I and Renzie personally hand delivered 17 transfers.
Most with comsec who will process overnight
And several with E trade who will have of in the morning
We have made special arrangements with E Trade and Comsec re Transfers.
This is what happens.
I send an offer on behalf of BTRL
I send a transfer on behalf of BTRL
Seller executes, scans and returns

I ask for a copy of the sellers’ chess statement, this allows me to attach to transfer so as to make transfer easier and reduces rejections.
Whilst in the past we have limited request for payment only to smaller parcels, we now require a payment equal to what we believe our reasonable cost would be.
This depends also on who you’re with.
We invite sellers to contact us on an urgent basis informing me of the following.
Name of seller
Phone number of seller
Address of seller
Chess sponsor (Comsec, e trade or other)
Number of units owned.
If they are a buyer from the IPO
If they bough when the units where first listed
What they paid initially
Do they want to be included in the class action?


What a few people don’t get.
It is unlikely there will be any offer to unit holders from Mac Bank or others.
At best they could hope to get a waiver of the obligation to meet the call.
They can sell there units and be a party to a class action.
There losses are crystallized and they have an each way bet.
If you have 10 million now that does not mean your going to get 1c more than the guy who had 10m and sold them yesterday , the loss is already there , the false misleading and deceptive statements in the PDS have never been corrected .
Anyway BTRL will consider accepting transfers,
James W Byrnes & Associates
j.byrnes@alfpl.com
 
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