Wellington Capital PIF/Octaviar (MFS) PIF

[seamisty]

http://www.alfpif.com.au/alf-pif.html

About Us
ALF PIF FINANCE LIMITED (ALF) is a special purpose company established for the purpose of making this bid for the units in the Premium Income Fund

ALF has a broad and diverse range of existing shareholders, including distressed asset managers, restructuring advisors and ALF Group Holdings AG, a company listed on the Frankfurt Stock Exchange.
ALF Directors have a broad and diverse range of business experiences including project management of large scale building projects and the financing, procurement and management of large-scale development projects. Combined,the Board of Directors has over 100 years of business and corporate experience.
ALF has a team of experienced project managers and licensed builders ready to be engaged to complete projects. That is, it is our intention to actively work towards completing current projects in order to maximise the value of existing PIF investments.
ALF believes that the current asset values, and accordingly the net tangible assets of PIF Units, is based on the sale of projects ‘as is’ ie in the currently distressed state, as a half finished building is not as valuable as a completed one. ALF has the team to complete the projects and maximise the value of the projects by completing and selling them down in a non-distressed manner, thus maximising the value for shareholders of ALF.
Directors
Mr Michael Pakula
Michael has over 25 years experience as an entrepreneur and business manager overseeing the development and growth of innovative emerging companies. Michael has previously sold a majority stake in a privately owned retail company to the Private Equity Division of Macquarie Bank Ltd and continued as its Managing Director for a number of years. Michael has and continues to work on a consultancy basis with several companies covering risk management and supply chain management in China and Africa.

Mr Pakula is a Director of ALF Group Holdings AG (ISIN CH0044678180) of Blesgistrasse 25, 6340 Baar, Switzerland which has an interest in 16,000,000 shares in the Bidder.

Mr Pascal P. Niedermann
Born in Switzerland, Pascal is a founding partner of The Maestro Group, a New York-based strategic management advisory firm. He has 20years of international expertise in the Financial Services, Investment and Strategic Policy making industry and has specialized in developing and implementing effective solutions for companies in need of strategic positioning and capital funding in order to grow in international markets. Before co-founding The Maestro Group in 2005, Pascal was a member of the international trade team of the U.S. Senate Finance Committee as a European policy advisor. Prior to that, Pascal worked for 13 years for UBS Financial Services in Zurich and New York. He specialised in marketing and business development in the high net worth division of UBS Wealth Management in Europe, North and Latin America for the world’s biggest asset manager.

Mr Niedermann is a Director of ALF Group Holdings AG (ISIN CH0044678180) which has an interest in 16,000,000 shares in the Bidder.

Mr Wayne Wheeler
Mr Wheeler possesses an unparalleled level of experience in all aspects of the property and construction field. Beginning as a carpenter and licensed builder, Mr Wheeler has since Managed and Supervised construction and property projects.

Mr Wheeler has a prior relationship as a full time consultant with directors of ALF Group Holdings AG. Mr Wheeler was engaged to oversee and complete 6 partially complete projects after an existing builder went into liquidation , with a combined value of in excess of $40m dollars . Mr Wheeler completed all projects within time and within budget.

As a member of both the Master Builders Association (MBA) and the Association of Building Sustainability Assessors (ABSA), Mr Wheeler is a highly respected associate of the construction profession. Mr Wheeler has spent a considerable amount of time lecturing in construction at TAFE as well as carrying out his responsibilities as a Seminar convenor for the Building Services Information Centre.

More recently, Mr Wheeler has extended his reach into the Computer Software industry, specifically that of programming and management/support. Mr Wheeler is currently completing a Bachelor of Technology at the Royal Melbourne Institute of Technology.

Mr Wheeler has no interest in the Bidder’s securities.

 

[seamisty]

http://www.nsxa.com.au/ftp/news/021722761.PDF

ALF PIF Finance Ltd Bidder's Statement
Haven't read it yet, Seamisty

Ps. I tried to call WC hotline but was asked to leave a message!!!!

 

[zixo]

The phone number that ALF PIN quoted on their Bid submission does NOT exist.

I tried the advisory service phone number quoted in their OFFICIAL statement 6 times and kept getting Link Market services saying the number is no longer in service.

I had no luck if anyone else wants to try the number I got was; 1300660106.

Hmmm . I wonder if they are tied in with JH and her mob of thieving gutter rats.

 

[seamisty]

The phone number that ALF PIN quoted on their Bid submission does NOT exist.

I tried the advisory service phone number quoted in their OFFICIAL statement 6 times and kept getting Link Market services saying the number is no longer in service.

I had no luck if anyone else wants to try the number I got was; 1300660106.

Hmmm . I wonder if they are tied in with JH and her mob of thieving gutter rats.

Hi Zixo, I have been ferreting also!! Read the whole links, quite interesting!! Seamisty

http://www.officialwire.com/main.php?action=posted_news&rid=127787&catid=590

Can Can Lingerie Holding AG: Can Can Lingerie Holding AG - Alf Transaction Unanimously Approved At AGM
Published on April 12, 2010


VIENNA, AUSTRIA



Can Can Lingerie Holding AG (ISIN: CH0044678180 / symbol: CCH) wishes to advise that at the Annual General Meeting of the Company held today at 10:45 a.m. in Zurich, Switzerland, the company’s shareholders unanimously approved all proposals put forward by the Board of Directors.


Mr Michael Pakula and Pascal P. Niedermann were re-elected to the Board. Further, Cathrine Byrnes Director of ALF Group, was elected as new member of the Board.

More here::
http://www.officialwire.com/main.php?action=posted_news&rid=127787&catid=590


We learnt that Mr Pakula was the major shareholder in a small cap company listed on the Open Market on the Deutsche Boerse (CCH) and that he was looking for a viable profitable business to enter into an arrangement for a reverse takeover or investment.

Our preliminary investigation discovered that the company had little in the way of realizable assets but correspondingly it had what we understood to be little in the way of debt and or losses.

Negotiations between ALF and CCH resulted in both companies entering into a non binding heads of agreement on 21st December 2009. The parties had an opportunity to conduct a due diligence on each other and thereafter entered into a share sale agreement on 3rd February 2010, which had conditions precedent to the agreement becoming final and binding.

Although the company had issues to be resolved, these have been resolved to our satisfaction and we wish to thank Mr Pakula and his advisors for the goodwill and effort extended in ensuring a timely and accurate final outcome.

 

[seamisty]

PREMIUM INCOME FUND (NSXIN) - REQUEST FOR TRADING HALT http://www.nsxa.com.au/announcements_list.asp
Wellington Capital Limited as responsible entity of the Premium Income Fund requests a trading halt on the
trading of units in Premium Income Fund. The reasons for the requested trading halt are to ensure that there
is an informed market in the trading of units in Premium Income Fund.
The Fund considers that the trading halt would last for 48 hours or until the making of an announcement by
the Fund, whichever occurs f,rst.
Wellington Capital Limited is not aware of any reason why the trading halt should not be granted.
Yours sincerely
Jenny Hutson.

I called WC secretary about half an hour ago and asked if PIF investors could expect a NSX announcement re the takeover, I don't think WC had a clue it had even happened!! Seamisty

 

[Duped]

Everyone please be very very careful about what you post to avoid having this thread shut down again.

Clause 2.5.1 Responsible Entity’s remuneration

The bidder seems to be saying that WC's "fees have been accruing" since 15 October 2008!!!

Is this correct WC?

 

[seamisty]

Clause 2.5.1 Responsible Entity’s remuneration

The bidder seems to be saying that WC's "fees have been accruing" since 15 October 2008!!!

Is this correct WC?

Duped!! Just spotted your avatar!!!ROFL!!! I was told that management fees were not accruing but that doesn't mean they aren't!!
Seamisty

 

[simgrund]

http://www.alfpif.com.au/alf-pif.html

About Us
ALF PIF FINANCE LIMITED (ALF) is a special purpose company established for the purpose of making this bid for the units in the Premium Income Fund-----

What a phenominal bolt from the blue, if swallowed without a safe gulp of scepticism.
Mr. Michael Pakula sounds faintly familiar. Perhaps further "ferretting" will out this one as well.
No doubt we will continue with the CA. Would that be considered "double dipping" should lingerie purveyors prove more than an illusion on the horizon.
This leaves me in an anxious jaw drop,
Regards

 

[Duped]

Duped!! Just spotted your avatar!!!ROFL!!! I was told that management fees were not accruing but that doesn't mean they aren't!!
Seamisty

Thanks. (From last week's Courier Mail article) Next time I'm at the Gold Coast I'm going to take a pic of 3496-3498 Main Beach Parade.

Am I deluded thinking that the Jones Lang Lasalle online listing is, for the want of better words, lame. Is that what the industry calls a 'marketing campaign'? Is it listed with any other agents? Was there a bidding process for the work?

Without drawing any causal link, check out who has joined Chris Scott, and Jenny Hutson on the board of Early Learning Services Ltd (possibly soon to be G8 Education Ltd), Craig Chapman who "has held senior finance and operational roles with Seaworld, Seaworld Nara Resort, Ramada Hotels and Resorts, Hayman Island, Stamford Hotels and Resorts, Islands Hotels and Resorts, Jones Lang LaSalle, Travel Online, S8 Limited, Greencross Limited, Sunkids and Ramsay Bourne."

http://www.openbriefing.com/AsxDownload.aspx?pdfUrl=Report%2FComNews%2F20100423%2F01057325.pdf

Let me remind casual readers that many of MFS's big guns were ex-KPMG.

I don't like it!

 

[selciper]

Hopefully there will be plenty of analysis and projections on this forum to assist everyone face yet another new chapter in this deplorable saga.

 

[breaker1]

RE: ALF PIF Finance Limited offer:

To make it clear - the PIF Action Group [PIF AG] are NOT in any way associated with this takeover offer from ALF PIF Finance.

The PIF AG will continue to investigate this matter and keep our members informed.

We recommend that our AG members be on their guard and exercise great caution with this offer

PIF investors would be wise to investigate the asset backing of ALF PIF Finance, any possible parent company involved and what individuals they are connected with.

Seamisty - thanks for your great research on this matter!

Cover Note: PIF AG representatives, are not financial advisors - PIF investors should seek excellent financial advise in this matter from reputable, independent, financial advisors

 

[seamisty]

Thanks. (From last week's Courier Mail article) Next time I'm at the Gold Coast I'm going to take a pic of 3496-3498 Main Beach Parade.

Am I deluded thinking that the Jones Lang Lasalle online listing is, for the want of better words, lame. Is that what the industry calls a 'marketing campaign'? Is it listed with any other agents? Was there a bidding process for the work?

Without drawing any causal link, check out who has joined Chris Scott, and Jenny Hutson on the board of Early Learning Services Ltd (possibly soon to be G8 Education Ltd), Craig Chapman who "has held senior finance and operational roles with Seaworld, Seaworld Nara Resort, Ramada Hotels and Resorts, Hayman Island, Stamford Hotels and Resorts, Islands Hotels and Resorts, Jones Lang LaSalle, Travel Online, S8 Limited, Greencross Limited, Sunkids and Ramsay Bourne."

http://www.openbriefing.com/AsxDownload.aspx?pdfUrl=Report%2FComNews%2F20100423%2F01057325.pdf

Let me remind casual readers that many of MFS's big guns were ex-KPMG.

I don't like it!

No Mention of his stint at Octaviar working along side David Anderson on his resume?? (He maybe can't recall it!!)

http://www.theage.com.au/business/mfs-executive-nets-nearly-1m-20091011-gsfe.html
About five Octaviar staff, including Mr Anderson, continue to work with Bentleys. It is believed one staff member who stayed on is Craig Chapman.

Mr Chapman was installed as chief executive of Octaviar last year, after his business associate, the Singapore-based business identity Chris Scott, led a spill of the company's board.

It all gets a bit overwhelming at times!! Maybe now we will get a glowing overdue PIF investor update with all the reasons to stick with WC. They sure got the Trading Halt organised in a hurry when they realised the :fan Seamisty

 

[flatback]

Thanks. (From last week's Courier Mail article) Next time I'm at the Gold Coast I'm going to take a pic of 3496-3498 Main Beach Parade.

Am I deluded thinking that the Jones Lang Lasalle online listing is, for the want of better words, lame. Is that what the industry calls a 'marketing campaign'? Is it listed with any other agents? Was there a bidding process for the work?

Without drawing any causal link, check out who has joined Chris Scott, and Jenny Hutson on the board of Early Learning Services Ltd (possibly soon to be G8 Education Ltd), Craig Chapman who "has held senior finance and operational roles with Seaworld, Seaworld Nara Resort, Ramada Hotels and Resorts, Hayman Island, Stamford Hotels and Resorts, Islands Hotels and Resorts, Jones Lang LaSalle, Travel Online, S8 Limited, Greencross Limited, Sunkids and Ramsay Bourne."

http://www.openbriefing.com/AsxDownload.aspx?pdfUrl=Report%2FComNews%2F20100423%2F01057325.pdf

Let me remind casual readers that many of MFS's big guns were ex-KPMG.

I don't like it!

Duped it really makes you wonder, these people have no heart, to them it is all monopoly money, pushing money around in such a manner nobody can keep a check on it, how can our legal system allow these grubs to keep creating company after company when they are being investigated for indiscretions in companies they have brought to there knee's, have no thought for the number of people who will never recover, lost houses, businesses, broken families up, put many to the wall, i really dont know what the answer is, it is frightening to the average person to read about the corruption in our legal system and regulators of the business world.flatback

 

[selciper]

Could someone with knowledge about takeover bids briefly set out the stages that are normally gone though in such matters?

 

[seamisty]

YEEEHAAA!! Action Stations Alive in the Wellington Capital Bunker!!!
http://www.nsxa.com.au/ftp/news/021722766.PDF

REJECT TAKEOVER OFFER
FOR PREMIUM INCOME FUND UNITS MADE BY ALF PIF FINANCE LIMITED
A takeover offer seeking to purchase all of the units in the Premium Income Fund was received on
17 May 2010. The Wellington Capital board unanimously recommends that you REJECT this
offer as
The proposal shifts over $120 million of the current value in the Premium
Income Fund to the current Bidder’s shareholders and away from you.
The Bidder is currently valued at only $1,600, was incorporated on 5 May 2010
and has no track record.
80% of the ordinary shares will be owned by the Bidder’s current shareholders
not by you, the Premium Income Fund unitholders.
The Bidder’s future proposal for your Fund involves debt again.
Bidder
Your investment will be illiquid again.
Unitholders should take no action
The Wellington Capital board unanimously recommends that you reject the unsolicited and highly
conditional scrip bid by the Bidder as it is not in the best interests of unitholders.
The takeover bid offers 0.1 share and 0.5 redeemable preference shares in the Bidder for each unit
in the Premium Income Fund in a company with no trading history and less than $2,000 in assets.
The Board of Wellington Capital recommend that all
Premium Income Fund unitholders REJECT the Bidder’s offer.
Managing Director, Jenny Hutson, said
‘The offer is grossly inadequate. The proposal seeks to shift over $120 million in unitholders’
current value to the Bidder’s current shareholders. The Wellington Capital board believes that the
approach by the Bidder is opportunistic and is at a price that does not reflect in any way the current
value of Premium Income Fund units.’
Unitholders should not act on any communications from the Bidder

http://www.nsxa.com.au/ftp/news/021722767.PDF
Removal of trading halt! I bet WC are busy getting that OVERDUE INVESTOR UPDATE drafted and off to Print Mail Logistics!! Must keep the rest of the mushrooms informed and warned of the imminent danger!!! Seamisty

 

[JohnH]

I'm sure we have all noticed that the "ALF Group" is the one that Jim Byrnes is associated with (see 5511 and other threads)

 

[Duped]

"Managing Director, Jenny Hutson, said
‘The offer is grossly inadequate. The proposal seeks to shift over $120 million in unitholders’ current value to the Bidder’s current shareholders. The Wellington Capital board believes that the approach by the Bidder is opportunistic and is at a price that does not reflect in any way the current value of Premium Income Fund units.’"

Of course it's opportunistic. That's one of the main mechanisms that makes the free market function isn't it? Called price discovery isn't it?

"Your investment will be illiquid again."

So what liquidity have we got now? In the full 19 months since listing only 7 1/4 million units sold. That's LESS THAN 1%. How far down would the share price have gone if us unit holders had competed with each other to sell say 10% (75 million units) during that period?

What do stocks normally turn over? There's a list of ASX A-REITs at http://asx.com.au/products/managed_funds/tools/research.htm#PropertyTrusts

According to CommSec data:
CFS Retail Property Trust (ASX code CFX) (i.e. Colonial First State which I believe is owned by CBA) had 2,464 million shares at Jun09.
Average turnover for the last 6 months was 8.14 million a day. I.e. a third of one percent every single day.
Turnover for the last 6 months was 1001 million. I.e. more than 40%!!! Am I wrong?

What's WC's definition of liquidity?

Let's all keep it real.

 

[selciper]

Thanks, John H -
Post #5511 is essential reading,

 

[gardie]

On first read of the offer document I cannot see any timeframe for repayment of the redeemable preference shares.

They say best effort to repay within 2 years but not what the life of these shares are.

A redeemable preference share is actually a debt instrument not equity.

Under corps law it can be only be redeemed through
- winding up the company
- out of profits
- through a new issue of securities

So within two years either they need to raise capital or make a huge profit to redeem the shares.

Also talks about not paying fee's until these shares are redeemed but then they hold 80% ? and will be able to do what they like in terms of fee's and charges.

Fundamentally a good idea to roll into a unlisted company and get rid of RE and custodian but why doesnt PIF unitholders make the offer themselves and own 100% of everything and control it 100%.

 

[seamisty]

http://www.nsxa.com.au/ftp/news/021722768.PDF

REJECT TAKEOVER OFFER
FOR PREMIUM INCOME FUND UNITS MADE BY ALF PIF FINANCE LIMITED
Clarification of management fees payable to Wellington Capital Limited
Wellington Capital Limited as responsible entity of the Premium Income Fund has received a large
number of queries in relation to the Bidder’s Statement lodged on 17 May 2010.
A complete review of the Bidder’s Statement will be undertaken and all unitholders will have the
benefit of Bidder’s Statement and a formal Target’s Statement from Wellington Capital Limited as
responsible entity of the Premium Income Fund.
In relation to the reference to management fees which appears on page 36 of the Bidder’s
Statement, Wellington Capital Limited categorically denies the statement made by the Bidder that
‘fees have accrued from the first date of management and will be come payable after any
distribution totalling $0.03 is paid to Unitholders’.
Jenny Hutson, Managing Director of Wellington Capital advises as follows:
“No funds management fees have been paid to or accrued by Wellington Capital Limited as
responsible entity of the Premium Income Fund.
An undertaking was provided to the Supreme Court of Queensland and the Australian
Securities and Investments Commission in September 2008 that the responsible entity will
only charge a funds management fee of 0.7% per annum on funds under management after
Unitholders are in receipt of the cash payments totalling 3 cents per unit.
There is no liability for management fees accruing by the Premium Income Fund to
Wellington Capital Limited. This statement in the Bidder’s Statement is incorrect.”
The Board of Wellington Capital recommend that all
Premium Income Fund unitholders REJECT the Bidder’s offer.
Unitholders should not act on any communications from the Bidder