ASI

 


What has happened?

Australian Style Investments Pty Ltd, the largest unit holder of BrisConnections (ASX:BCSCA) has delivered on 12 February 2009 a request to BrisConnections Management Company Limited (Responsible Entity) to call and arrange to hold a meeting of the members of the Trusts to consider and vote on a proposed special resolution of members.

The special resolution to be proposed at the meeting is:

"That the BrisConnections Holding Trust and the BrisConnections Investment Trust commence to be wound up on the next business day following the date this resolution is passed."

 

Key Consideration for winding up The Trust

• Winding up the BrisConnections trusts will preserve unit holder capital more so than operating as a going concern. Winding up the trusts will crystallise the current position where limited work is completed, and less than 10% of debt is drawn.

• It is not in the unit holder’s interest to further draw down debt to complete a project, where the final debt facility may exceed completion value. For example: In the event that the trusts are not wound up, the units may have near zero value, and have a negative NAV even AFTER the remaining $2 payments; unit holders have the opportunity to limit their loss by passing our resolution to wind-up the trusts.

• The purchase history of the units is irrelevant. A unit holder should be fairly represented by the Responsible Entity irrespective of their entry price.

• ASI believes the Responsible Entity has acted against the interests of unit holders.

• Where the Responsible Entity acts against unit holder interest, there are only limited options unit holders can take to protect themselves; including winding up the trusts.

• ASI remains open to alternate capitalisation plans that will benefit unit holders.

   

FURTHER DETAIL

It is ASI's understanding that a large percentage of the unit holder base in the Trusts was either unaware or unclear on the implications of the remaining two instalments payable on the units. It is ASI's view that the Responsible Entity should act in the best interests of all unit holders, and this must include those unit holders who acquired at a lower entry price and were unaware of their future liabilities.

It is unclear what benefit unit holders will receive by paying the remaining two $1 instalments in the Trusts. It is evident that the present value of the completed project has deteriorated significantly since the IPO. ASI does not believe that it is in the unit holders' best interest to continue funding the project. Units may have little value, if any, even after the further payments, and to date the RE has made no alternative suggestion for unit holders to protect their interests.

In ASI's view, further equity contributed will diminish by a value greater than that in the event of windup.  Hence it is not commercial, from a unit holders' perspective, to continue the Trusts as a going concern and they would be better served by crystallising the current position where limited work is completed, and less than 10% of debt is drawn.

ASI is concerned that the Responsible Entity has discounted the best interests of current unit holders and, as a result, unit holders must consider their options. The recent decision to cancel the 5.95c distribution/capital return has the likely effect of transferring wealth from current unit holders to the underwriters, given the expected levels of unit holder default. ASI remains unclear as to how this is in unit holders' interests.

Despite ASI's view that this project remains important to the State of Queensland, material market changes have impacted all stakeholders in the project. These need to be addressed as they happen, and not deferred to project completion.  ASI remains open to an alternative structure that better serves the interest of unit holders than that of wind-up.

 


Please click here to view a statement about the proposed resolution to accompany the notice to unit holders.