Wellington Capital PIF/Octaviar (MFS) PIF

Cookie1 · 10 May 2011

I've been to the Library but unfortunately someone has "pilfered" the May 2nd AFR so I was only able to get a copy of the article from the May 9th AFR.

The May 2nd AFR article entitled "Three hotels on market" starts: "The Wellington Capital-managed Premium Income Fund is proceeding to sell three major hotels, with a total of more than 400 rooms, as part of its winding-up strategy."

It's odd that the investors haven't been told that Wellington Capital's strategy for our fund is to wind it up???? I thought it was to be returned to it's full value within 3-5 years of WC taking over management of the fund????

The May 9th article "Wellington Capital to raise $34m to finish projects" starts: "The Welllington Capital-managed Premium Income Fund is undertaking a placement and rights issue in a bid to raise nearly $34 million to fast-track some of the fund's smaller projects in NSW and Queensland." See full article attached.

Cookie1

k.smith · 10 May 2011

iamspeed said:
Thanks Charles36
Have they been briefed on our pain and suffering?? Gee they could buy themselves some brownie points if they jumped all over Jenny with regards to this placement and rights issue? Surely they are regulars in the halls of ASIC and should be able to get this looked at seriuosly?? I am sick of ASIC turning up to solve the crime, instead of preventing the crime in the first place!!!!!!!!!!!!!!!!!

I think you can draw similarities between the effect of unsolicited "low-ball offers" and the effect of this placement and rights issue. ASIC DID SOMETHING about low ball offers.... belatedly, but they have put a stop to it.

http://www.asic.gov.au/asic/asic.nsf/byheadline/11-24AD+ASIC+acts+on+low-ball+NIB+offer?openDocument

Was there any mention in the Explanatory Memorandum that the RE would pursue this avenue??

http://www.wellcap.com.au/assets/pif/updates/2008/Explanatory Memorandum.pdf

The Corporations Act says..
http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s601gc.html

''....(b) by the responsible entity if the responsible entity reasonably considers the change will not adversely affect members' rights....''

''...."right" includes an interest or status. ...''

I feel that my " **,000 " interests ARE being ADVERSELY affected...I think a HELL OF A LOT OF US DO..! ! !
Members of this fund have held on to their units for YEARS guided by disclosures in the financial statements about the NTA value of their units, and so few have sold out. I think we deserve better.

And weren't we told to REJECT the ALF offer...oh, yes, and the reason??http://www.wellcap.com.au/assets/pif/updates/20101025_NSXRelease_RejectExtendedTakeoverOffer.pdf

"...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.'.....''

JohnH · 10 May 2011

Another announcement on the NSX - looks like she wants to get it done before our meeting!!!! _How can we stop this feeding frenzy???

Non-Renounceable Rights Issue – Revised Timetable
Wellington Capital Limited as responsible entity of the Premium Income Fund, is pleased to announce a
revised timetable for the non-renounceable Rights Issue to eligible Unitholders on the basis of one new unit
for every three units held, at an issue price of 10 cents per unit to raise up to $22.6 million.
The Rights Issue will be available to all eligible Unitholders who hold units on 18 May 2011 (Record Date).
Units issued pursuant to the Rights Issue will rank equally with other units on issue.
The purpose of the Rights Issue is to raise up to $22.6 million.
The revised timetable for the Rights Issue is set out in the table below:
Date Event
6 May 2011 Announce Rights Issue
18 May 2011 Record Date
19 May 2011 Despatch of Information Booklet, and Entitlement & Acceptance Form
2 June 2011 Rights Issue closes (5.00pm)
3 June 2011 Allotment of new units
6 June 2011 Trading of new units expected to commence on NSX
6 June 2011 Despatch of holding statements in relation to new units
12 August 2011 Date by which shortfall of new units may be placed
All dates and times are indicative only and are subject to change. Wellington Capital Limited as responsible
entity of the Premium Income Fund reserves the right to vary these dates and times without prior notice,
including the right to close the offer early, withdraw the offer or accept late applic

ASICK · 10 May 2011

JohnH said:
Another announcement on the NSX - looks like she wants to get it done before our meeting!!!! _How can we stop this feeding frenzy???
...

https://www.edge.asic.gov.au/008/complaintV005?get/complainant/t=593d335c14349882bf1cd9d6eb67c39facce4e

Each of you could make a complaint to ASIC on the grounds that the manager's constitutional amendment adversely affects your respective interests in the fund by (1) unfairly reducing the value of your respective interests, and (2) unfairly reducing your respective shares of any proceeds of litigation paid into the fund - that is, if you believe it to be case that both grounds are unfair.

It'd be worthwhile mentioning that, given each of you have already suffered substantial losses, that any further loss merely as consequence of the constitutional amendment, is in itself, grossly unfair.

Your prospective manager might decide to seek an injunction and/or seek to cause the constitutional amendment to be struck out by a court.

Without the constitutional amendment, I think the rights issue could not proceed.

JohnH · 10 May 2011

Thanks Asick

iamspeed · 10 May 2011

ASICK said:
https://www.edge.asic.gov.au/008/complaintV005?get/complainant/t=593d335c14349882bf1cd9d6eb67c39facce4e

Each of you could make a complaint to ASIC on the grounds that the manager's constitutional amendment adversely affects your respective interests in the fund by (1) unfairly reducing the value of your respective interests, and (2) unfairly reducing your respective shares of any proceeds of litigation paid into the fund - that is, if you believe it to be case that both grounds are unfair.

It'd be worthwhile mentioning that, given each of you have already suffered substantial losses, that any further loss merely as consequence of the constitutional amendment, is in itself, grossly unfair.

Your prospective manager might decide to seek an injunction and/or seek to cause the constitutional amendment to be struck out by a court.

Without the constitutional amendment, I think the rights issue could not proceed.

Thanks for the ASIC link. I just lodged a complaint. At the end, it said it could take up to 28 days to be handled!! Let's hope someone can move things a bit quicker??

zixo · 11 May 2011

Investors can ask ASIC for their complaint to be marked URGENT with Priority.

Sending your complaint via mail, fax or email
You can also print our complaint form and send your complaint to us.
Post your form to
ASIC Complaints
Australian Securities and Investments Commission
GPO Box 9827
Your Capital City

Fax it to us

Visit the enquiry page at www.asic.gov.au/question.

Speaking to ASIC
Phone 1300 300 630
(international +61 3 5177 3777)

If you need a translator, call the Telephone Interpreter Service on 131 450. They will call ASIC for you.

Do you have a question?
If you need more information, you may want to ask us a question online or phone us on 1300 300 630.

charles36 · 11 May 2011

The PIFAG Executive are doing all in their power to prevent the latest "fiasco" created by Wellington Capital. Our Lawyers have been briefed and they are doing their very best. It is up to US unit holders who believe that what has happened is wrong should support the PIFAG as best they can. One way is to enlist the support of any unit holders that they know to support us in the removal of Wellington Capital and the installation of Castlereagh Capital as RE. To dilute the fund cannot be in our best interest. If it is would Wellington please tell us. One of our former Prime Ministers once said, 'MAINTAIN THE RAGE" iT DIDN'T DO HIM MUCH GOOD BUT IT JUST MIGHT APPLY TO US.

selciper · 11 May 2011

SMH CBD column today.

http://www.smh.com.au/opinion/all-in-the-cause-of-shareholder-interests-20110510-1eh6w.html

JohnH · 11 May 2011

selciper said:
SMH CBD column today.

http://www.smh.com.au/opinion/all-in-the-cause-of-shareholder-interests-20110510-1eh6w.html

"The PIF Action Group, which opposes the raising, is seeking to replace Wellington as the manager of the fund that was once worth $1 billion.
If that happens, Wellington will be entitled to a removal fee of 2 per cent of the gross value of the fund, worth about $5 million." .....From the above url

................ as I mentioned yesterday, JH catagorically stated that she would not draw the 2% removal fee if she had not "performed"!!!!! We have to fight this as well!!

seamisty · 11 May 2011

NSX announcement re ALF PIF http://www.nsxa.com.au/ftp/news/021723998.PDF

and another REJECT announcemnet from WC http://www.nsxa.com.au/ftp/news/021723999.PDF

seamisty · 11 May 2011

Orders from the last Class Action directions hearing:
JUDGE:
Justice Perram
DATE OF ORDER:
10 May 2011
WHERE MADE:
Sydney

THE COURT ORDERS THAT:

1. The applicants to file any application to amend the proceedings against the respondents by 31 May 2011 in the form of a notice of motion supported by an affidavit (without prejudice to any parties’ procedural rights).
2. Any respondent wishing to file evidence in relation to any application for pre-emptory dismissal do so by 17 May 2011.
3. The applicants to serve any evidence in relation to the respondents’ motions by 8 June 2011.
4. The respondents to serve any evidence in relation to the applicants’ motions by 22 June 2011.
5. The hearing of the motions be fixed for a date to be arranged with my associate with an estimate of 2 days.
6. The respondents file and serve any written submission (of no more than 10 pages) by 3 weeks before the hearing.
7. The applicants file and serve any written submission in reply (of no more than 10 pages) by 1 week before the hearing.
8. The eleventh respondent file any motion for dismissal by Friday 13 May 2011 together with any affidavit.

Date that entry is stamped:

Duped · 11 May 2011

seamisty said:
NSX announcement re ALF PIF http://www.nsxa.com.au/ftp/news/021723998.PDF

and another REJECT announcemnet from WC http://www.nsxa.com.au/ftp/news/021723999.PDF

Hilarous: "The proposal shifts over $120 million of the current net tangible asset value in the Premium Income Fund away from you, the Unitholders, to the Bidders current shareholders."

What, and WC's rights issue doesn't "shift" millions of current net tangible asset value away from current unit holders to new unit holders?

k.smith · 11 May 2011

ASICK said:
https://www.edge.asic.gov.au/008/complaintV005?get/complainant/t=593d335c14349882bf1cd9d6eb67c39facce4e

Each of you could make a complaint to ASIC on the grounds that the manager's constitutional amendment adversely affects your respective interests in the fund by (1) unfairly reducing the value of your respective interests, and (2) unfairly reducing your respective shares of any proceeds of litigation paid into the fund - that is, if you believe it to be case that both grounds are unfair.

It'd be worthwhile mentioning that, given each of you have already suffered substantial losses, that any further loss merely as consequence of the constitutional amendment, is in itself, grossly unfair.

Your prospective manager might decide to seek an injunction and/or seek to cause the constitutional amendment to be struck out by a court.

Without the constitutional amendment, I think the rights issue could not proceed.

New investors would have very different investment goals to the majority of us who bought into a fund with a PDS where the entry and exit price was fixed at $1.00 per unit.

New investors will be sharing equal voting rights with existing unitholders having entered into the fund at a discount to the NTA backing the units of some 70%.

These same new investors could profit from any returns from litigation within the fund when the costs of these actions have been paid for by the existing unitholders....that would not be fair.

I sent in my complaint to ASIC last night.

seamisty · 11 May 2011

k.smith said:
New investors would have very different investment goals to the majority of us who bought into a fund with a PDS where the entry and exit price was fixed at $1.00 per unit.

New investors will be sharing equal voting rights with existing unitholders having entered into the fund at a discount to the NTA backing the units of some 70%.

These same new investors could profit from any returns from litigation within the fund when the costs of these actions have been paid for by the existing unitholders....that would not be fair.

I sent in my complaint to ASIC last night.

Exactly k.smith. I am compiling my complaint to ASIC right now. I also sent the following today to Ms Snow, Ms Hutson and the IAC reps:

I note in the NSX PIN announcement http://www.nsxa.com.au/ftp/news/021723999.PDF that Wellington Capital states:

"ALF proposes related party litigation funding which would see the Bidder and its associates

benefit from 33% of any proceeds, and you the Unitholders receiving 67% only. You have always

been and should continue to have the benefit of 100% of any proceeds"

Can I assume then that the external buyer of the 113,000,000 heavily discounted PIF shares will NOT benefit from any proceeds returned to the PIF and that only the existing unit holders will benefit 100%?

This raises another question. If money is repatriated back to the PIF as a result of the Bentleys Public Examinations and ASIC's findings as compensation for fraud, misappropriation etc from activities performed by previous directors, shouldn't this money benefit the original PIF investors when the funds were misappropriated who paid full price for their investment and NOT new unitholders who bought a distressed asset at a heavily discounted price on the NSX?

I would also like to add that I am extremely concerned with the latest 'Capital Raising' exercise by Wellington Capital not being in the best interests of unitholders and I believe that the resulting dilution of unit holder value will be more detrimental than beneficial. To change our constitution to enable this to happen is not only unprofessional in my opinion, but totally unacceptable behaviour from a Responsible Entity entrusted to work in the best interests of unitholders. I see this purely as a vote grabbing exercise and I know many others are of the same opinion. I sincerely hope Wellington Capital will be removed before our Fund is totally destroyed.

Seamisty

selciper · 11 May 2011

It's absolutely necessary for every PIF reader and contributer to this forum to lodge a complaint with ASIC immediately. You'll feel better after having done it.

seamisty · 12 May 2011

Premium Income Fund – Panel Receives Application
The Panel has received an application from Wellington Capital Limited as responsible entity for the Premium Income Fund (PIF) in relation to the affairs of PIF. PIF is the subject of a scrip takeover bid from ALF PIF Finance Limited (ALF Finance).

On 18 February 2011, ALF Finance lodged a notice of variation, extending the offer period to 14 June 2011. Wellington submits that the notice of variation was not sent to all PIF unitholders as required by the Corporations Act.

Link to Full article http://www.takeovers.gov.au/content/DisplayDoc.aspx?doc=media_releases/2011/034.htm

seamisty · 12 May 2011

A bit more PIF related. I thought the cartoon depicting Ms Hutson and Mr Byrne was rather flattering!
http://www.smh.com.au/business/virgin-boss-fuels-passenger-discord-20110511-1eipk.html

Duped · 12 May 2011

seamisty said:
Premium Income Fund – Panel Receives Application
The Panel has received an application from Wellington Capital Limited as responsible entity for the Premium Income Fund (PIF) in relation to the affairs of PIF. PIF is the subject of a scrip takeover bid from ALF PIF Finance Limited (ALF Finance).

On 18 February 2011, ALF Finance lodged a notice of variation, extending the offer period to 14 June 2011. Wellington submits that the notice of variation was not sent to all PIF unitholders as required by the Corporations Act.

Link to Full article http://www.takeovers.gov.au/content/DisplayDoc.aspx?doc=media_releases/2011/034.htm

LOL. Lets see ASIC try and ignore that.

Hmmm. Surely ASIC must be close to the point where not acting on PIF unit holders concerns is false economy.

Blueboy1 · 12 May 2011

ASICK said:
https://www.edge.asic.gov.au/008/complaintV005?get/complainant/t=593d335c14349882bf1cd9d6eb67c39facce4e

Each of you could make a complaint to ASIC on the grounds that the manager's constitutional amendment adversely affects your respective interests in the fund by (1) unfairly reducing the value of your respective interests, and (2) unfairly reducing your respective shares of any proceeds of litigation paid into the fund - that is, if you believe it to be case that both grounds are unfair.

It'd be worthwhile mentioning that, given each of you have already suffered substantial losses, that any further loss merely as consequence of the constitutional amendment, is in itself, grossly unfair.

Your prospective manager might decide to seek an injunction and/or seek to cause the constitutional amendment to be struck out by a court.

Without the constitutional amendment, I think the rights issue could not proceed.

Thanks Asick,
I have lodged a full complaint with ASIC today and I urge all fellow investors to do the same.
The constitutional amendment must be overturned if we are to have any hope of scuttling JC's plans to proceed further with her reckless savagery of the remnants of our fund.
This is a call for all readers of this forum to take a last ditch stand and post your complaint with ASIC NOW.
Please confirm that you have made your complaint to ASIC on this forum.
Blueboy1

Wellington Capital PIF/Octaviar (MFS) PIF

Cookie1

k.smith

JohnH

ASICK

JohnH

iamspeed

zixo

charles36

selciper

JohnH

seamisty

seamisty

Duped

k.smith

seamisty

selciper

seamisty

seamisty

Duped

Blueboy1

Guest

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