Wellington Capital PIF/Octaviar (MFS) PIF

selciper · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

Can only agree that the WC documentation is short on aspirations. A sheet of A4 with a clear mission statement and provisional targets would seem to be the least that WC could distribute. Brevity and transparency at the moment don't appear to be among their strengths. Are we being corralled?

Javier · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

In the new proposed constitution, there appears to be a whole new Section 10 added titles PROCEEDINGS OF MEETINGS, this wasn't in the current constitution.

If there are any lawyers out there (I know there is), can these amendments overule the sections of the Corp Act that govern the prescribed number of people and manner by which unit holders can call a meeting whether to possibly remove an existing RE? I am confused on this one.

charles36 · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

Can anyone recall JH saying the fund will be paying 6 cents per unit, quarterly from January 09. Nothing appears in recent documentation only that JH will pay 1.5 cents Oct and Dec. thereafter quarterly. Does this mean6cents has gone. Pleased to hear from anyone who can explain. This fund seems to be getting worse by the day. An orderly sell down by a competent administrator over time looks better and better.

great dame · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

charles36 said:
Can anyone recall JH saying the fund will be paying 6 cents per unit, quarterly from January 09. Nothing appears in recent documentation only that JH will pay 1.5 cents Oct and Dec. thereafter quarterly. Does this mean6cents has gone. Pleased to hear from anyone who can explain. This fund seems to be getting worse by the day. An orderly sell down by a competent administrator over time looks better and better.

Charles my friend What JH says & whats on paper are to different things If JH ever gets out of the business she is in now she would make a fortune as a used car salesperson // The Dame ///

seamisty · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

charles36 said:
Can anyone recall JH saying the fund will be paying 6 cents per unit, quarterly from January 09. Nothing appears in recent documentation only that JH will pay 1.5 cents Oct and Dec. thereafter quarterly. Does this mean6cents has gone. Pleased to hear from anyone who can explain. This fund seems to be getting worse by the day. An orderly sell down by a competent administrator over time looks better and better.

Hi Charles, I asked this question and the answer I got from WC is that the proposed 6 cent annual distribution, made via 1.5cent quarterly payments will be manageable over two years as a first step until the Fund had stabilised. Cheers, Seamisty

Javier · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

charles36 said:
Can anyone recall JH saying the fund will be paying 6 cents per unit, quarterly from January 09. Nothing appears in recent documentation only that JH will pay 1.5 cents Oct and Dec. thereafter quarterly. Does this mean6cents has gone. Pleased to hear from anyone who can explain. This fund seems to be getting worse by the day. An orderly sell down by a competent administrator over time looks better and better.

Page 3 of the EM : The 3 resolutions section

Point 4 ....and quaterly thereafter with the first payment to be made in Oct 2008.

I would take that to mean at least 1.5c per unit per quarter minimum.

seamisty · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

charles36 said:
Can anyone recall JH saying the fund will be paying 6 cents per unit, quarterly from January 09. Nothing appears in recent documentation only that JH will pay 1.5 cents Oct and Dec. thereafter quarterly. Does this mean6cents has gone. Pleased to hear from anyone who can explain. This fund seems to be getting worse by the day. An orderly sell down by a competent administrator over time looks better and better.

The responsible entity proposes three separate resolutions. Each resolution
is independent. If all three resolutions are approved:
The Fund will remain a going concern and Units in the Fund will be
able to be traded on the NSX;
Up to 37.75 million units in the Fund will be redeemed by the Fund
at 45 cents per unit by 18 September 2009;
Wellington Capital Limited will be the new responsible entity of the
Fund; and
Cash payments totalling 3 cents per Unit will be made to
Unitholders by 24 December 2008 and quarterly thereafter, with the
first payment to be made in October 2008.

Wolfgang · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

Hi

I can not see 6 cents per unit anywhere in the Explanatory Memorandum I can only see 3 cents per unit, is this 3 cents per unit 0.75 cents quarterly.

This is copied from Explanatory Memorandum
Page 3
Cash payments totalling 3 cents per Unit will be made to
Unitholders by 24 December 2008 and quarterly thereafter, with the
first payment to be made in October 2008.

Page 4
cash payments totalling 3 cents per Unit will be made by 24 December 2008 with the first payment to be made
in October 2008, the second in December 2008 and quarterly thereafter;

Page 6
The responsible entity anticipates being in a position to pay 3 cents
per Unit to all Unitholders by 24 December 2008 with the first
payment being made in October 2008, the second in December
2008 and quarterly thereafter.

Page 38
4.4 No Cash Payments
While in the past Unitholders in the Fund have invested on the basis that cash payments will be made
to Unitholders at various rates, in the current circumstances the responsible entity anticipates being
in a position to pay 3 cents per Unit by way of a cash payment by 24 December 2008.

Page 59
6.4 Cash payments
The responsible entity intends to make cash payments to Unitholders totalling 3 cents per Unit with
the first payment to be made in October 2008, the second in December 2008 and thereafter quarterly.
Due to the significant impairment recognised at 31 May 2008 it is anticipated that the cash
distribution will be a capital repayment and tax deferred. See section 9 in relation to taxation issues.

Page 66
Cash Payments as determined by the directors of the responsible entity, paid by electronic
funds transfer into the nominated Australian bank, building society or credit union account.

I am so confused
Wolfgang

DoraNBoots · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

Javier said:
In the new proposed constitution, there appears to be a whole new Section 10 added titles PROCEEDINGS OF MEETINGS, this wasn't in the current constitution.

If there are any lawyers out there (I know there is), can these amendments overule the sections of the Corp Act that govern the prescribed number of people and manner by which unit holders can call a meeting whether to possibly remove an existing RE? I am confused on this one.

I'm no lawyer so would like to hear one's take on this. As far as I am aware parts of the Corp Act can be replaced, if you consent to something over and above the quidelines laid out in the Corp Act I would assume you would be bound by it.

IMO the majority of the changes are not to benefit unitholders and that's why we must (legally) be asked vote to approve them. The simple removal of clause 4 (redemptions) will provide the time to allow an orderly wind up of the fund beyond March next year. The rest of the changes seem to be added to allow the FUM to be 'trapped' until listed on an SX and to prevent the removal of the RE.

I feel that if we reject these changes the RE will be compelled to come back to the table with options 'more aligned' with the unitholders best interests.

From what I have read, once an administrator is appointed the RE powers are removed and the administrators job is to maximise returns when winding up the fund. This should include the removal of the redemption clause (4) to allow asset sales beyond March next year.

Raise your hand if you would like 65% of your capital returned within 18 months with income distributions along the way...

Boots

Javier · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

I very much doubt it would be only 18 months. An administrator would need to employ a team to oversee the completion of these projects and then make sure they are sold at the right price to maximise value back to the fund. Also funds in other investment schemes need to improve to be sold, noone can say how long that will take given the poor current conditions..18 months seems VERY optimistic..but yes 3-5-7 is do-able and yes it would be a finite workout at least, rather than the Fund going on foreever in a day or until such time as Wellington wish to sell it off or whatever. It would be more controllable under our own destiny.

I do see your point though DnB. Page 19 point 1

"The Fund will (subject to a different resolution in relation to the Constitution being proposed and passed in general meeting) continue to be obliged to redeem units in the fund.

I read the statement in brackets as WC saying, well if we don't get 75% of the vote we may have to call a GM to resolved this, and I really think they would then change the Constitution to allow the mandatory redemption to be removed and try and work a more unit holder friendly strategy. Would they just walk away..I don't believe so as they would still be the RE and be allowed to charge fees, they are not going to cut their nose to spite their collective faces. There is still cash to be made.

Here's the thing though, do we want to bet on that?..'cos if we do, SOMEBODY better have a competent backup RE / administrator ready to take the reins of this fund if WC are only interested in doing it the Frank Sinatra way or the highway.

I believe they may have some doubts now if indeed they can get the 75% vote, and I read between the lines as they may re-negotiate, BUT hell who knows what 10300 odd people are going to do, everyone has a different agenda..very interesting times and an uneasy wait for us all.

great dame · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

DoraNBoots said:
I'm no lawyer so would like to hear one's take on this. As far as I am aware parts of the Corp Act can be replaced, if you consent to something over and above the quidelines laid out in the Corp Act I would assume you would be bound by it.

IMO the majority of the changes are not to benefit unitholders and that's why we must (legally) be asked vote to approve them. The simple removal of clause 4 (redemptions) will provide the time to allow an orderly wind up of the fund beyond March next year. The rest of the changes seem to be added to allow the FUM to be 'trapped' until listed on an SX and to prevent the removal of the RE.

I feel that if we reject these changes the RE will be compelled to come back to the table with options 'more aligned' with the unitholders best interests.

From what I have read, once an administrator is appointed the RE powers are removed and the administrators job is to maximise returns when winding up the fund. This should include the removal of the redemption clause (4) to allow asset sales beyond March next year.

Raise your hand if you would like 65% of your capital returned within 18 months with income distributions along the way...

Boots

I know a lot you good folk probelly think i am a bit of a DH But realy & trueley Boots is right this is the best & only way to go // The Dame //

Duped · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

DoraNBoots. I was responding to your question about clause 23.3 & 23.4 but the posting's gone now. Did you delete it or was it taken down? I'm just checking if you still want an answer.

DoraNBoots · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

Duped said:
DoraNBoots. I was responding to your question about clause 23.3 & 23.4 but the posting's gone now. Did you delete it or was it taken down? I'm just checking if you still want an answer.

Thanks Duped. I deleted it by mistake. Would be great is you can answer.

Could someone please explain clause 23.4.1. I'm wondering if it is saying that if 23.3 is not valid (i.e. WC Ltd is not RE) then the RE (any RE) will get the 2% mentioned in clause 23.3

DoraNBoots · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

Javier said:
Page 19 point 1

"The Fund will (subject to a different resolution in relation to the Constitution being proposed and passed in general meeting) continue to be obliged to redeem units in the fund.

I read the statement in brackets as WC saying, well if we don't get 75% of the vote we may have to call a GM to resolved this, and I really think they would then change the Constitution to allow the mandatory redemption to be removed and try and work a more unit holder friendly strategy. Would they just walk away..I don't believe so as they would still be the RE and be allowed to charge fees, they are not going to cut their nose to spite their collective faces. There is still cash to be made.

I think page 6 'Alternatives to the proposed changes' gives the impression it will be up to unitholders to figure out the alternative but I think we should put it to WC to assist as that is the responsible thing to do.

Javier · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

Dora, would you be so stubborn as to just walk away if you didn't get it all you're own way, and make $0 after putting in all that effort? I would swallow my pride and come back to the table if it means making over $5m per year, besides she could ask for a hell of a lot more in the re-negotiations for a finite incentive workout.

waleroo · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

Is it one vote per unit holder regardless of how many units you have .Also do your units remain the same $1 per unit if so the proposed 3cents a unit paid quarterly is more than MFS paid ? I am really confused wre is all the money coming from

seamisty · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

waleroo said:
Is it one vote per unit holder regardless of how many units you have .Also do your units remain the same $1 per unit if so the proposed 3cents a unit paid quarterly is more than MFS paid ? I am really confused wre is all the money coming from

Waleroo it is my understanding that 1 vote per =1 unit, the more units you have, the stronger the vote. WC is hoping to rebuild the value of the unit from the current estimated 45cents per unit back to the original value of $1.00 per unit over a 3-5 year time frame.The distributions will come from a combination of income and capital until such times as the Fund is stabilised, the capital component is meant to be re paid to strengthen the unit value when existing projects are completed and sold. Seamisty

Bumblebee · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

I have just now come off the phone to WC hotline and may be able to help with some of the queries coming through on posts.

Voting. Each unit has voting power. So if you hold 20,000 units you have twice the voteing power as a person with 10,000 units.

Dividends. A total of 3 cents will be paid per unit by Dec 2008. Probably 1.5 cents in Oct and 1.5 cents in December. The current offer on the table going forward is to pay 6 cents per annun in quarterly instalments for 2009 and each year thereafter.

This information is from the WC hotline thisafternoon. cheers

seamisty · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

Thanks Bumblebee, I thought that was the case, that should clear up a few points for some. I would imagine the hotline would be suffering a meltdown after today!!! Seamisty

flatback · 21 August 2008

Re: Octaviar MFS Premium Income Fund PIF

DoraNBoots said:
I'm no lawyer so would like to hear one's take on this. As far as I am aware parts of the Corp Act can be replaced, if you consent to something over and above the quidelines laid out in the Corp Act I would assume you would be bound by it.

IMO the majority of the changes are not to benefit unitholders and that's why we must (legally) be asked vote to approve them. The simple removal of clause 4 (redemptions) will provide the time to allow an orderly wind up of the fund beyond March next year. The rest of the changes seem to be added to allow the FUM to be 'trapped' until listed on an SX and to prevent the removal of the RE.

I feel that if we reject these changes the RE will be compelled to come back to the table with options 'more aligned' with the unitholders best interests.

From what I have read, once an administrator is appointed the RE powers are removed and the administrators job is to maximise returns when winding up the fund. This should include the removal of the redemption clause (4) to allow asset sales beyond March next year.

Raise your hand if you would like 65% of your capital returned within 18 months with income distributions along the way...

Boots

Dora n Boots have i not been saying that the Constitution is what we should have had for some time now, this woman has at her convenience finally released a document, that belongs to Octavier!, and she has changed some clauses to suit her position ( i dont know is this legal??), i will go back to what i said previously, on paper there are three changes which she has proposed, but in reality the first does in fact include 8 changes, why were they all bundled up into one???? i will tell you why, because if she did not the majority of those clauses would not get past the post , at this stage i believe the buy back is good for those that need it, as far as the change of RE is concerned she wont get my vote. Flatback

Wellington Capital PIF/Octaviar (MFS) PIF

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