Wellington Capital PIF/Octaviar (MFS) PIF

seamisty · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

RickH said:
Hi DoraNBoots,
If you had 26% of your clients voting that you were "full of BS" would you stay to help or walk away and let the liquidators take control?
Regards, RickH:couch

I was told by a staff member who I spoke to previously at WC that they were new to the company and their position was not guaranteed long term in the event the Fund did not remain a going concern. This person was not the only new employee, there are others in the same position. Seamisty

DoraNBoots · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

RickH said:
Hi DoraNBoots,
If you had 26% of your clients voting that you were "full of BS" would you stay to help or walk away and let the liquidators take control?
Regards, RickH:couch

Surely you’ve been in business long enough to know business is business and it’s not personal. It’s called negotiation; it’s a normal part of business. Anyway I was just explaining to Cashstrapped why I don’t think JH will compromise if she thinks she’s got her 75%.

DoraNBoots · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

seamisty said:
I was told by a staff member who I spoke to previously at WC that they were new to the company and their position was not guaranteed long term in the event the Fund did not remain a going concern. This person was not the only new employee, there are others in the same position. Seamisty

That has no impact on the way I will vote. There are way too many people in real hardship in this fund for me to consider if a WC staff member needs to find another job.

seamisty · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

DoraNBoots said:
That has no impact on the way I will vote. There are way too many people in real hardship in this fund for me to consider if a WC staff member needs to find another job.

I was merely indicating that JH has already let new staff members know their positions are only temporary for the time being, being a smart business woman, she is foward planning. I was not suggesting people vote for Res 1 to expand the term of employment for the extra staff. Seamisty

2CentsWorth · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Jadel, good morning to you.

I am just wondering if anything new or illuminating came out of the Sunday meeting, or did you just have to come home and tear back the flaps on another carton ?

Best wishes,
2CentsWorth.

JohnH · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

DoraNBoots said:
JH’s campaign is based on threats and plays on the fear of the unitholders. The resolutions she has proposed are not to our benefit but she is counting on us signing off on them by scaring us into believing we must pass these resolutions or the fund will be liquidated. The only way to deal with this type of threat is to prove you have the numbers - 26% of the vote who know you are full of BS.

Those that sit on the sideline discouraging others who are trying to be proactive can't expect these others to show their cards.

D&B - nobody has yet come up with a viable alternative to JH. It is "hardly sitting on the sideline" when I have consistently stated that I believe she has presented a balanced package which protects us - and her. I believe there is some mileage in voting 'No" for item 3, but I am not prepared to risk Wellington walking away.

Duped · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

seamisty said:
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

Good question.

Duped · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Iceman said:
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.

That's a very important point. Where is it in the constitution? It might not be a valid clause though?

great dame · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

DoraNBoots said:
That has no impact on the way I will vote. There are way too many people in real hardship in this fund for me to consider if a WC staff member needs to find another job.

Dora your a bloody wizard knowing how to put words together so well And truefully too / Dane //

great dame · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

JohnH said:
D&B - nobody has yet come up with a viable alternative to JH. It is "hardly sitting on the sideline" when I have consistently stated that I believe she has presented a balanced package which protects us - and her. I believe there is some mileage in voting 'No" for item 3, but I am not prepared to risk Wellington walking away.

John Please go back & read Icemans Post Again //Dane //

JohnH · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

great dame said:
John Please go back & read Icemans Post Again //Dane //

Tak for sidste - I have reread, and Iceman still assumes Wellington wont walk away........... Read Rick's post again

great dame · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

JohnH said:
Tak for sidste - I have reread, and Iceman still assumes Wellington wont walk away........... Read Rick's post again

I was realy talking about all those income & growth figures he complyed Rest asured Wellington will not walk away i would bet my house on it / Dane //

flatback · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Actually Jadel, i like 2 cents worth would like to hear how the meeting went on the weekend also, if you dont want to disclose the results of same on this forum could you at least post a reply by mail to me and others who are interested.
There had been much talk about this meeting, to the extent, that i would have thought this forum would have been full of the results by now, many of us were unable to attend so please inform us of the results, im sure there must have been something discussed or was it a no show (which i hope in all honesty it wasnt) Waiting Flatback.

Burnt · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Burnt said:
Thanks Newwwtrader,
One example of alternative resolutions to be voted on:-
- RE to immediately facilitate a straightforward method for the transfer of units between existing unitholders and communicate this clearly to all members (with their fee not to exceed 1%) as is currently allowed for under the present constitution.
- RE continue with it's plan in managing the funds assets.
- RE pay distributions in October and December as proposed.
- Amend constitution to extend the freeze on redemptions for a further 180 days.
- 3 months prior to the end of extended freeze, RE to report to members on the performance on the Fund, and determine whether partial redemptions (similar to proposed buy back or better) are possible at the end of the 180 days (same timeframe as proposed buy back). Also determine whether to extend the freeze for a further 180 days. And so on.......and so on.......

Another alternative would include the above but perhaps replace RE,,,,,,or appoint an administrator to perform an orderly wind up on the fund,,,,,,

By the way, I'm no legal expert at interpreting the Corporations Act, but I gather that the RE of a Fund remains the RE until ASIC is notified of another RE taking over. Pretty sure they can't just walk away !!!!!!Even if they don't like being told what to do.....it's their job, we employ them and pay them!
If the RE wants to retire they must call a general meeting for members to choose another RE (they have to provide a choice!!!). If the members do not choose another RE, the current RE can apply to the court to have a temporary RE appointed.
The onus seems to be on the current RE to replace themselves.
Also, If the NO vote succeeds, I am fairly certain that no matter how full of confidence Wellington are, they would have to have an alternative course of action planned. It would be very unprofessional of them not to.
So Breaker1, I don't know who's calling who's bluff.......pretty sure it's Wellington.

HHEEELLLLLOOOOOOOO!!!!!!
Again I'm no expert but I do stand by logic. Please open your eyes and minds.
I'm pretty flat out today, but if someone has some time, can you please call ASIC to confirm an RE's responsibilities if they wish to resign.
Thanks

Duped · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Mutchy said:
Hello Iceman.
Thanks for your work on this matter. Your contribution is most valuable and I am somewhat surprised at the outcome.

I intend to do my own spreadsheet to investigate some different scenarios but before I do I need to clarify the iterative part of your calculation. Normally spreadsheets which evaluate yearly iterative functions move the year end result from one year to the start of the next year. I can not see where your calculation does that transposition. I can see year 0 result (.41) going to the start of year 1 but then the result of year 1 (.42) is not transposed to the start of year 2 but becomes .44 . Likewise there is a discontinuity for all the following years.

Can you please explain?

This financial analysis is extremely valuable and most appreciated.
Mutchy

All. I don't recall seeing anything where WC have claimed they can achieve $1 AND distributions. Correct me if I'm wrong.

July Investor Update that was handed out during the roadshow: WIML "is committed to the implementation of a value recovery strategy and restoring unit value".

$1 by Sept2011/Sept2013 is $1.11/$1.19 indexed (compounded - once per year) at 3.5% inflation.

Per annum the fund would need to achieve to make the target in 3/5yrs:
35%/21% (45c valuation)
30%/19% (50c valuation)
26%/17% (55c valuation)
23%/15% (60c valuation)
19%/13% (65c valuation)

Shall have a go at calcs including qly capital returns.

Without inflation the figures are 30%/17%; 26%/15%; 22%/13%; 19%/11% & 15%/9%

Another concern of mine is on p 64 of the EM: External Manager. (love the word 'expected') Has anyone seen anything in the proposed constitution that limits the % of the fund that can be managed by External Managers. If not then there's nothing explicit to stop the RE outsourcing the the entire management task to External Managers. Cost to us would then be 0.7%+0.32%+0.2%. Man am I getting good at paranoia.

DoraNBoots · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Burnt said:
[/U][/B]HHEEELLLLLOOOOOOOO!!!!!!
Again I'm no expert but I do stand by logic. Please open your eyes and minds.
I'm pretty flat out today, but if someone has some time, can you please call ASIC to confirm an RE's responsibilities if they wish to resign.
Thanks

Hi Burnt,

No expert here either but here's what the Corp Act and ASIC say:

CORPORATIONS ACT 2001 - SECT 601FL
Retirement of responsible entity
(1) If the responsible entity of a registered scheme wants to retire , it must call a members' meeting to explain its reason for wanting to retire and to enable the members to vote on a resolution to choose a company to be the new responsible entity. The resolution must be an extraordinary resolution if the scheme is not listed.

(2) If the members choose a company to be the new responsible entity and that company has consented, in writing, to becoming the scheme's responsible entity:

(a) as soon as practicable and in any event within 2 business days after the resolution is passed, the current responsible entity must lodge a notice with ASIC asking it to alter the record of the scheme's registration to name the chosen company as the scheme's responsible entity; and

(b) if the current responsible entity does not lodge the notice required by paragraph (a), the company chosen by the members to be the new responsible entity may lodge that notice; and

(c) ASIC must comply with the notice when it is lodged.

(3) If the members do not choose a company to be the new responsible entity, or the company they choose does not consent to becoming the scheme's responsible entity, the current responsible entity may apply to the Court for appointment of a temporary responsible entity under section 601FP.

(4) A person must not lodge a notice under subsection (2) unless the consent referred to in that subsection has been given before the notice is lodged.

CORPORATIONS ACT 2001 - SECT 601FN
ASIC or scheme member may apply to Court for appointment of temporary responsible entity
ASIC or a member of the registered scheme may apply to the Court for the appointment of a temporary responsible entity of the scheme under section 601FP if the scheme does not have a responsible entity that meets the requirements of section 601FA.

CORPORATIONS ACT 2001 - SECT 601FP
Appointment of temporary responsible entity by Court
(1) On application under section 601FL or 601FN, the Court may, by order, appoint a company as the temporary responsible entity of a registered scheme if the Court is satisfied that the appointment is in the interest of the members.

(2) The Court may make any further orders that it considers necessary.

(3) If the application was made by the current responsible entity, it must, as soon as practicable after the Court's order appointing the temporary responsible entity, lodge a notice with ASIC informing ASIC of the appointment made by the Court.

(4) As soon as practicable after the appointment, ASIC must alter the record of the scheme's registration to name the appointed company as the scheme's temporary responsible entity.

I also think this could be relevant if members don't change the constitution:

CORPORATIONS ACT 2001 - SECT 601NC
Winding up if scheme's purpose accomplished or cannot be accomplished
(1) If the responsible entity of a registered scheme considers that the purpose of the scheme:

(a) has been accomplished; or
(b) cannot be accomplished;

it may, in accordance with this section, take steps to wind up the scheme.

(2) The responsible entity must give to the members of the scheme and to ASIC a notice in writing:

(a) explaining the proposal to wind up the scheme, including explaining how the scheme's purpose has been accomplished or why that purpose cannot be accomplished; and

(b) informing the members of their rights to take action under Division 1 of Part 2G.4 for the calling of a members' meeting to consider the proposed winding up of the scheme and to vote on any extraordinary resolution members propose about the winding up of the scheme; and

(c) informing the members that the responsible entity is permitted to wind up the scheme unless a meeting is called to consider the proposed winding up of the scheme within 28 days of the responsible entity giving the notice to the members.
(3) If no meeting is called within that 28 days to consider the proposed winding up, the responsible entity may wind up the scheme.

Burnt · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Hi Dora, Thanks for that info. (please read my post 2133)
I read through Sect.601FL regarding the retirement of Responsible Entity, but I feel Sect.601FJ is the most relevent. It states :-
"Despite anything in this Division (of the Act), the company named in ASIC's record of registration as the responsible entity or temporary responsible entity of a registered scheme REMAINS THE SCHEMES RESPONSIBLE ENTITY UNTIL THE RECORD IS ALTERED TO NAME ANOTHER COMPANY AS THE SCHEMES RESPONSIBLE ENTITY or temporary responsible entity."

To me this means that if an RE resigns or is removed or retires or disappears or blows up !!!!!!, they remain RE until another is appointed and registered with ASIC.

In other words the RE cannot just walk away or resign from their responsiblities until another RE is appointed.
What do you think ??

One more thing, again I'm no legal expert, but I believe that Sect.601FJ is the one that holds the most weight over other sections covering the exit of an RE, because it is there to protect members of registered schemes from RE's being able to walk away. Appreciate your opinion.

flatback · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Duped said:
All. I don't recall seeing anything where WC have claimed they can achieve $1 AND distributions. Correct me if I'm wrong.

July Investor Update that was handed out during the roadshow: WIML "is committed to the implementation of a value recovery strategy and restoring unit value".

$1 by Sept2011/Sept2013 is $1.11/$1.19 indexed (compounded - once per year) at 3.5% inflation.

Per annum the fund would need to achieve to make the target in 3/5yrs:
35%/21% (45c valuation)
30%/19% (50c valuation)
26%/17% (55c valuation)
23%/15% (60c valuation)
19%/13% (65c valuation)

Shall have a go at calcs including qly capital returns.

Without inflation the figures are 30%/17%; 26%/15%; 22%/13%; 19%/11% & 15%/9%

Another concern of mine is on p 64 of the EM: External Manager. (love the word 'expected') Has anyone seen anything in the proposed constitution that limits the % of the fund that can be managed by External Managers. If not then there's nothing explicit to stop the RE outsourcing the the entire management task to External Managers. Cost to us would then be 0.7%+0.32%+0.2%. Man am I getting good at paranoia.

Duped this is my concern also, because this primarily was the reason we are in this mess farming out funds to shonky managers of projects,i believe there has to be transparency in regard to these management rights, certainly a cap put on certain types of projects.keep up the good work Flatback

DoraNBoots · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Burnt said:
Hi Dora, Thanks for that info. (please read my post 2133)
I read through Sect.601FL regarding the retirement of Responsible Entity, but I feel Sect.601FJ is the most relevent. It states :-
"Despite anything in this Division (of the Act), the company named in ASIC's record of registration as the responsible entity or temporary responsible entity of a registered scheme REMAINS THE SCHEMES RESPONSIBLE ENTITY UNTIL THE RECORD IS ALTERED TO NAME ANOTHER COMPANY AS THE SCHEMES RESPONSIBLE ENTITY or temporary responsible entity."

To me this means that if an RE resigns or is removed or retires or disappears or blows up !!!!!!, they remain RE until another is appointed and registered with ASIC.

In other words the RE cannot just walk away or resign from their responsiblities until another RE is appointed.
What do you think ??

One more thing, again I'm no legal expert, but I believe that Sect.601FJ is the one that holds the most weight over other sections covering the exit of an RE, because it is there to protect members of registered schemes from RE's being able to walk away. Appreciate your opinion.

Hi Burnt,
Yes I agree with you about 601FJ. It appears as though the RE will remain until a new one is found. They'd probably apply to the court to appoint a temporary one if they are in a hurry to leave.

Mutchy · 1 September 2008

Re: Octaviar MFS Premium Income Fund PIF

Originally Posted by Iceman
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.

Duped said:
That's a very important point. Where is it in the constitution? It might not be a valid clause though?

Hello All.
The constitution in Clauses 4.8 and 4.9 does not give the RE power to extend the suspension period for the payment of redemptions beyond 360 days. The constitution in clause 4.9 uses the words "must redeem the units within 360 days".

There is no ability for the RE to indefinitely extend the period of suspension except in the case of an orderly wind up. The suspension period in that case may commence from the date the RE received the notice of a meeting for the consideration of the termination of the scheme.

The constitution is available on the www.newpif.com.au website.

Please read the constitution before putting "pen to paper".

Mutchy

Wellington Capital PIF/Octaviar (MFS) PIF

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