Wellington Capital PIF/Octaviar (MFS) PIF

Re: Octaviar MFS Premium Income Fund PIF

seamisty said:

Iceman, The following is taken from page 5 of the explanatory memorandum:::::If the resolution in relation to the proposed constitutional changes is not passed then the Constitution will remain
unchanged. Unless Unitholders in general meeting subsequently approve changes to the Constitution Unitholders will
be entitled to redeem their investment in the Fund at the end of the current 360 day redemption suspension period.
The redemption suspension expires in early 2009. It is the opinion of the current board that the net asset backing per
Unit and therefore the cash payable to Unitholders in those circumstances would be 14 cents per Unit (plus any amount
recovered from MFS). ::::::This refers to resolution 1. A No vote to this means the Fund will be liquidated immediately and proceeds will be distributed to unit holders at an estimated pittance of 14cents per unit!!!!

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Good morning Seamisty,
the first half of this statement is quite clear. However, it is the second half
that leaves me wondering exactly what is implied: "UNLESS UNITHOLDERS
IN GENERAL MEETING, SUBSEQUENTLY, APPROVE CHANGES TO THE CONSTITUTION, UNITHOLDERSWILL BE ENTITLED TO REEDEEM... ETC."

This appears to say that if we Vote "NO" to res.1 , a general meeting can be called, and a vote taken to AGREE to changing the constitution, but not
necessarily with all of the same eight clauses in the Res. offered by WC.
If WC and the the alternative offerings from the general meeting, can strike a happy medium, then all can proceed as otherwise planned. In other words, a right to disagree, without annnihilation.

What is your opinion of the meaning this wording.
Cheers.

Re: Octaviar MFS Premium Income Fund PIF

Rance said:

DoraNBoots & Great Doom

In the words of the great John McEnroe "YOU CAN"T BE SERIOUS!" about JH/WC rigging the votes!!

cheers
Rance (McEnroe in action: !#%&?/)

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Hi Rance,
Lets pretend for a moment I don’t have trust issues with WC. I still have concerns as to whether WC can even count. Here’s why:

• JH sent me a letter asking me to deposit $14,000 into the WC bank account. This is what they considered to be a reasonable amount for covering the costs of suppling me with a document. You have an IT background so would know this is an outrageous amount to change (a valued unit holder whose interests you are there to look after) to generate and send a report.
  
• WC are telling us they will buy back the first 10,000 units for every unit holder which will only total 5% of the fund. This doesn’t add up unless there are conditions they are not telling us about.
  
• WC told me there are 6,000 unit holders with 10,000 units or less. Wrong, not even close!
  
• I have an email telling me a report for 31st Dec 2007 is the same as a report as at 30th June 2008. Again wrong.
  
• There’s also the flawed proposed constitution which shows a general lack of attention to detail.

Of course WC counting the votes is only a small concern of mine when I remember they are also looking after my money!

Re: Octaviar MFS Premium Income Fund PIF

Hi DoraNBoots,

I well remember the debacle about aquiring a list of Unitholders.
Eventually, somebody stated that they had finally received a copy.

Am I to assume you have seen this list, and been able to count just how
many unitholders there are with holdings of 10K or less, or have you some
other information that led to discovering this.

Little "inaccuracies" just seem to keep surfacing from WC lately, perhaps in themselves, Nothing to worry about, but, put them all together and the waving green flag appears to be turning a deeper shade of RED !!

Cheers.

Re: Octaviar MFS Premium Income Fund PIF

2CentsWorth said:

Good morning Seamisty,
the first half of this statement is quite clear. However, it is the second half
that leaves me wondering exactly what is implied: "UNLESS UNITHOLDERS
IN GENERAL MEETING, SUBSEQUENTLY, APPROVE CHANGES TO THE CONSTITUTION, UNITHOLDERSWILL BE ENTITLED TO REEDEEM... ETC."

This appears to say that if we Vote "NO" to res.1 , a general meeting can be called, and a vote taken to AGREE to changing the constitution, but not
necessarily with all of the same eight clauses in the Res. offered by WC.
If WC and the the alternative offerings from the general meeting, can strike a happy medium, then all can proceed as otherwise planned. In other words, a right to disagree, without annnihilation.

What is your opinion of the meaning this wording.
Cheers.

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Hi Dora, I've given up looking for hidden meanings and other interpretations because I've decided to give WC a go initially, without hinderance. When I did speak to someone at WC I was told that if JH did not get the for vote on No 1, the Fund would be liquidated. If some of you think you can do better, I don't have a problem with that. I am just not prepared to take the risk of liquidation in this economic climate and would like to see some money before the end of year AND retain my units in the Fund. I am sure there will be just as many who will not participate in the buyback as do if WC get the vote. On another point of interest, what is your view regarding the OCV settlement to noteholders/creditors now that the deadline has been extended to the 30th Sept? If WC don't get the yes vote by the 18th Sept, where does that leave the negotiations that JH has not finalised on behalf of PIF holders with her good friend CS? Regards, Seamisty

Re: Octaviar MFS Premium Income Fund PIF

2CentsWorth said:

Hi DoraNBoots,

I well remember the debacle about aquiring a list of Unitholders.
Eventually, somebody stated that they had finally received a copy.

Am I to assume you have seen this list, and been able to count just how
many unitholders there are with holdings of 10K or less, or have you some
other information that led to discovering this.

Little "inaccuracies" just seem to keep surfacing from WC lately, perhaps in themselves, Nothing to worry about, but, put them all together and the waving green flag appears to be turning a deeper shade of RED !!

Cheers.

Click to expand...

I have compared what WC are saying against the members register and it's doesn't add up.

Re: Octaviar MFS Premium Income Fund PIF

DoraNBoots said:

Hi Rance,
Lets pretend for a moment I don’t have trust issues with WC. I still have concerns as to whether WC can even count. Here’s why:

• JH sent me a letter asking me to deposit $14,000 into the WC bank account. This is what they considered to be a reasonable amount for covering the costs of suppling me with a document. You have an IT background so would know this is an outrageous amount to change (a valued unit holder whose interests you are there to look after) to generate and send a report.
  
• WC are telling us they will buy back the first 10,000 units for every unit holder which will only total 5% of the fund. This doesn’t add up unless there are conditions they are not telling us about.
  
• WC told me there are 6,000 unit holders with 10,000 units or less. Wrong, not even close!
  
• I have an email telling me a report for 31st Dec 2007 is the same as a report as at 30th June 2008. Again wrong.
  
• There’s also the flawed proposed constitution which shows a general lack of attention to detail.

Of course WC counting the votes is only a small concern of mine when I remember they are also looking after my money!

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DoraNBoots
I agree with you re asking for $14,000 to produce a list of unit holders!!! It's just that i can't believe that JH would run the risk of rigging the vote.

#What happened to the list? Were you able to negotiate a fairer price, say in the hundreds?
#Would they allow you to examine a list in their office?
#Given privacy laws, etc, is it allowable for anyone (other than officers and employees of the RE) to view a detailed list of unit holders? Does anyone know the answers?

Rance

Re: Octaviar MFS Premium Income Fund PIF

This is what I am saying seamisty, there is NO alternative.
We can meet if a NO motion comes from the vote, then if there is no alternate plan by an RE that we all agree to go with, the fund will be wound up and assets liquidated.
But don't worry, the Queensland meeting will reveal the master plan that will see JH shaking in her boots, you'll see

Please Dora and others we are waiting for any news, we await THE ANSWER!!

Re: Octaviar MFS Premium Income Fund PIF

Seamisty

There is no such thing as a vote for liquidatiion.

Call ASIC and ask them what is the process if these resolutions do not get up and you will find that WC does not even have the right to start a liquidation process.

Maverick in relation to the numbers you start each year with 45 cents, hand out 6 cents to investors, according to the benchmark allocations over half will be in no capital growth style investments (cash and commercial loans) so I have assumed 10% return on this portion which is about 2 cents per annum.

So on 45% of the fund say 20 cents per unit it is claimed by WC that they can rebuild this to $1 over 7 years. You need more than 25% per annum compounded growth to even just mark time at 45 cents NTA.

In the calculation I used a 25% compounding return on this component and got nowhere near a $1.00. Only 53 cents after 7 years NTA

It is simple maths and shows what an outrageous claim it is by WC unless the value is in the existing assets (45 cents is understated) in which case under an orderly windup we would get this back anyway.

If you can show how using the WC benchmark allocations and passing out 6 cents per annum to investors the fund can actually grow I will be interested to here what and how you believe this can be done.

Finally what is the issue about Qld meeting today. I understand they have taken legal advice on the proposed changes and implications to unit holders which I believe is the only time any investors have taken legal advice outside of what WC have told us.

Why are they been attacked. If they have a better strategy isnt it there right to consider this and put it to other investors.

WC claims that is their way or liquidation is misleading at best.

A no no no vote is not a vote for liquidation and neither is a no yes no as there is no such thing as a vote for liquidation.

It is saying to RE that

Re: Octaviar MFS Premium Income Fund PIF

Well of course I would be thinking that value added to the fund would be in the form of appreciating existing assets in comparison to an extremely depressed current market, Iceman. That would be a given!

Re: Octaviar MFS Premium Income Fund PIF

Hi Iceman,
Interesting statements.
Please consider the following:
The 45 cents appears to be based on a reasonable liquidation of assets.
There are probably no guarantees of what would be received if a fast liquidation of assets was completed.

What happens if there is a fast liquidation of assets? Value?????

Consider the option of voting YES, YES and NO.

Gives time to really understand what is going on if there is even a slight possibility that the fund would sell down its assets too quickly in the event of a NO, NO, NO vote.

I am not 100% sure but I believe that by voting YES, YES, NO this will give time to consider future action and stops the 2% fee from being paid to JH.

Regards, RickH:couch

Iceman said:

Seamisty

There is no such thing as a vote for liquidatiion.

Call ASIC and ask them what is the process if these resolutions do not get up and you will find that WC does not even have the right to start a liquidation process.

Maverick in relation to the numbers you start each year with 45 cents, hand out 6 cents to investors, according to the benchmark allocations over half will be in no capital growth style investments (cash and commercial loans) so I have assumed 10% return on this portion which is about 2 cents per annum.

So on 45% of the fund say 20 cents per unit it is claimed by WC that they can rebuild this to $1 over 7 years. You need more than 25% per annum compounded growth to even just mark time at 45 cents NTA.

In the calculation I used a 25% compounding return on this component and got nowhere near a $1.00. Only 53 cents after 7 years NTA

It is simple maths and shows what an outrageous claim it is by WC unless the value is in the existing assets (45 cents is understated) in which case under an orderly windup we would get this back anyway.

If you can show how using the WC benchmark allocations and passing out 6 cents per annum to investors the fund can actually grow I will be interested to here what and how you believe this can be done.

Finally what is the issue about Qld meeting today. I understand they have taken legal advice on the proposed changes and implications to unit holders which I believe is the only time any investors have taken legal advice outside of what WC have told us.

Why are they been attacked. If they have a better strategy isnt it there right to consider this and put it to other investors.

WC claims that is their way or liquidation is misleading at best.

A no no no vote is not a vote for liquidation and neither is a no yes no as there is no such thing as a vote for liquidation.

It is saying to RE that

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Re: Octaviar MFS Premium Income Fund PIF

I hope that at the Brisbane meeting some of the AF guys have got together beforehand and agreed on the figures surrounding all this. Then they can get them all up on a board and explain their calculations clearly to everyone there.

THEN at least 3 of them should take their figures to JH and ask her to explain her intentions around their calculations.

That will give her a chance to defend herself, and it may make things a whole lot clearer for us all.

Re: Octaviar MFS Premium Income Fund PIF

Hi RickH

I dont see how voting no no no results in an accelerated asset sale. This would only occur if WC turned vindictive because they did not get what they wanted.

What ever uplift in value we received from existing assets would be achieved through an orderly workout of the existing assets under a moritorium and quarterly distribution.

Why cannot WC just put this up as an option and as cash emerges they can put together a new fund and true believers can roll over into that fund and they can list that fund.

For us non believers we can take our 45 cents plus over time and have a choice of fund manager who we wish to trust to re-invest.

A yes yes no vote installs the WC Ltd fee into the constitution and I would like to wager that if this vote gets through WC next step will be to go to ASIC and seek to replace the RE they bought with the parent with the reason that it is likely that it will face litagation from the OCV related matters as the buck ultimately stops with it. They will get the fee by default.

Also I would also like to place a bet with someone that if the changes get up within months WC will return to unitholders saying they need to raise more funds into the PIF. The reason is that 68% of the funds are in commercial loans, many of which require ongoing commitments to complete the underlying projects.

This raising will be at the current trading price and will increase WC fees but really decimate the long term chances of rebuilding of value. Look back at previous posts and WC have already indicated that it will probably raise money in the fund.

For these reasons I still believe a no no no vote is best and then a new meeting called quickly putting up changes required for orderly work out. If WC is not interested in this then so be it I am sure there are others who for this type of fee will take it on.

This will still get us the same money by christmas and get us our 45 cents plus over the next few years which I cannot see happening for many years to come from the NSX.

The reason for the NSX is simply the long term value it puts on WC balance sheet and is a clear conflict over what is best for the unitholders versus what is best for the manager. It has nothing to do with the redemptions as even the funds own constitution gives the manager power to extend the freezing period. Have a read of it carefully and it shows up more lies that WC have told about why they want to list the fund.

Re: Octaviar MFS Premium Income Fund PIF

Iceman said:

For these reasons I still believe a no no no vote is best and then a new meeting called quickly putting up changes required for orderly work out. If WC is not interested in this then so be it I am sure there are others who for this type of fee will take it on.

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Who are these elusive 'others'? Where are they? With only a couple of weeks till crunch time, they better surface soon!! Please tell us, don't just make these statements. Show me concrete proof that if we vote no no no there is another alternative. Another RE or administrator that will be there on deck, that is competent to take the fund on immidiately in case where WC should not get the vote. Till someone can give me the name of this company there is only WC.

Any raising of future capital I would say would have to be voted by investors I would think and may be in the form of a constitutional change for this type of fund. I doubt if we would vote for something that will dilute our unit value further.

Re: Octaviar MFS Premium Income Fund PIF

No one has come and offered us a better deal than WC. The only alternative I can see is a no vote which gives us 14c in the dollar. NO-one has offered anything else. An 'orderly wind-up ' will only richen the pockets of those administrators, like when your wife leaves and takes the cash.

Re: Octaviar MFS Premium Income Fund PIF

Maverick2802 said:

Who are these elusive 'others'? Where are they? With only a couple of weeks till crunch time, they better surface soon!! Please tell us, don't just make these statements. Show me concrete proof that if we vote no no no there is another alternative. Another RE or administrator that will be there on deck, that is competent to take the fund on immidiately in case where WC should not get the vote. Till someone can give me the name of this company there is only WC.

Any raising of future capital I would say would have to be voted by investors I would think and may be in the form of a constitutional change for this type of fund. I doubt if we would vote for something that will dilute our unit value further.

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Maverick,

I have to agree with you! At this late stage, before the resolution vote, we as investors can not vote no no no with only vague ideas and suggestions of the hope of some alternative and guesses at what will happen if WC does not get the 75%.

Any alternative proposals from now on have to be certain and SOLD EXTENSIVELY with the full detailed facts of that alternative, otherwise PIF investors will consider us somewhat wreckless.

There is too much at stake now for cowboy behaviour, no matter how well intentioned.

Re: Octaviar MFS Premium Income Fund PIF

2CentsWorth said:

Good morning Seamisty,
the first half of this statement is quite clear. However, it is the second half
that leaves me wondering exactly what is implied: "UNLESS UNITHOLDERS
IN GENERAL MEETING, SUBSEQUENTLY, APPROVE CHANGES TO THE CONSTITUTION, UNITHOLDERSWILL BE ENTITLED TO REEDEEM... ETC."

This appears to say that if we Vote "NO" to res.1 , a general meeting can be called, and a vote taken to AGREE to changing the constitution, but not
necessarily with all of the same eight clauses in the Res. offered by WC.
If WC and the the alternative offerings from the general meeting, can strike a happy medium, then all can proceed as otherwise planned. In other words, a right to disagree, without annnihilation.

What is your opinion of the meaning this wording.
Cheers.

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Hi 2 cents worth, seamisty i know the question was aimed at you, may i put my 2 cents worth in here also, i have always believed what you are suggesting 2cents worth , and that is, that this position was always negotiable, where as you say a (happy medium) can be struck between us the unit holders and JH with WC , sorry to but in ,Cheers Flatback

Re: Octaviar MFS Premium Income Fund PIF

breaker1 said:

Maverick,

I have to agree with you! At this late stage, before the resolution vote, we as investors can not vote no no no with only vague ideas and suggestions of the hope of some alternative and guesses at what will happen if WC does not get the 75%.

Any alternative proposals from now on have to be certain and SOLD EXTENSIVELY with the full detailed facts of that alternative, otherwise PIF investors will consider us somewhat wreckless.

There is too much at stake now for cowboy behaviour, no matter how well intentioned.

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I agree Breaker1 and Ian1328, there are a lot of vunerable unitholders looking for direction. I had one today who was not going to vote for WC because they thought with the option there to list on the NSX the proposed distribution would cease!!Also if WC was removed as RE then the PIF could not be liquidated as the Fund would remain frozen. Either there are certain people deliberatly scaremongering or we have some very ill informed investors. Regards, Seamisty

Re: Octaviar MFS Premium Income Fund PIF

ian1328 said:

No one has come and offered us a better deal than WC. The only alternative I can see is a no vote which gives us 14c in the dollar. NO-one has offered anything else. An 'orderly wind-up ' will only richen the pockets of those administrators, like when your wife leaves and takes the cash.

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I think it would be pretty childish of WC to simply walk away if they lose the battle to list on the NSX.

I think at the moment they are just playing hardball. Hoping the older unit holders will crumble and they can do what they like.

I believe if they do lose res #1. They wont take there ball and wonder off. They'll hang around. Because its not like they are being asked to manage the fund for free.

Re: Octaviar MFS Premium Income Fund PIF

flatback said:

Hi 2 cents worth, seamisty i know the question was aimed at you, may i put my 2 cents worth in here also, i have always believed what you are suggesting 2cents worth , and that is, that this position was always negotiable, where as you say a (happy medium) can be struck between us the unit holders and JH with WC , sorry to but in ,Cheers Flatback

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I am all for making everyone happy flatback, I just want the maximum result for unitholders, an income stream and the chance of regaining their initial investment. Thanks, Seamisty

Re: Octaviar MFS Premium Income Fund PIF

newwwtrader said:

I think it would be pretty childish of WC to simply walk away if they lose the battle to list on the NSX.

I think at the moment they are just playing hardball. Hoping the older unit holders will crumble and they can do what they like.

I believe if they do lose res #1. They wont take there ball and wonder off. They'll hang around. Because its not like they are being asked to manage the fund for free.

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Well Newtrader, I hope you are right, because I put that to WC and was told that they won't make any money until distributions resume and that will not happen until WC get full control of the Fund. Seamisty