PGC - Licenced to Bank

[corlemar]

MVN 66.61mil shares at $1.44 market cap $95.92 PGC 216mil shares at say 45cents market cap $97.2 mil.As you point out MVN is heading south,while PGC is heading north,quickly.NZX 50 here we come!!!!!! thanks for that corlemar,knew BSH was heading into NZX50 ,but did not realise how close PGC was.Have not received my holding statement yet,so we may be counting our chickens before they have hatched.!!! Be interesting to see if the wave of sellers appear then.PGW holding.I have the feeling PGC are trying to maximize the value here.Talk of giving it to shareholders may only be that,talk.I am convinced we will see a deal with PGW/BSH/PGC where BSH ends up with PGWfinance,PGW cancel shares,and PGC end up with more BSH shares.
NB.I have been wrong so often,no one needs to remind me,as Mrs P reminds me often enough.lol.

I perhaps should've mentioned that of course, other co's may end up having greater mkt cap than both, but at least PGC are heading in the right direction.

As for the remaining shareholding in PGW it's an interesting one, I wouldn't be keen on getting PGW shares though would happily take BSH. That said, could they sell PGW and reinvest into PGC - just to throw another idea out there ? Eitherway, i suspect they know what their intentions are, for those investors it's just a wait and see approach

[percy]

As for the remaining shareholding in PGW it's an interesting one, I wouldn't be keen on getting PGW shares though would happily take BSH. That said, could they sell PGW and reinvest into PGC - just to throw another idea out there ? Eitherway, i suspect they know what their intentions are, for those investors it's just a wait and see approach[/QUOTE]

The talk is that so many PGC shareholders are PGW shareholders they would be happy to receive PGW shares.That is the talk.
I am sure there are a great many who feel the same as you.I believe the talk is talk. With Ngai Tahu,Livestock Improvement, and other well healed parties in the PGW mix,I am sure PGC just want a nice bidding war for their PGW shares.

[percy]

thought it interesting PGC is involved in "underwriting" Heartland's purchase of PGW Finance.

[corlemar]

http://www.nzx.com/news/5219188/PGC-considers-bailout-for-EPIC-investment-fund

is this good or bad for PGC ? is this just a merry-go-round of money, robbing Peter to pay Paul ?

[percy]

http://www.nzx.com/news/5219188/PGC-considers-bailout-for-EPIC-investment-fund

is this good or bad for PGC ? is this just a merry-go-round of money, robbing Peter to pay Paul ?

Yes simple case of robbing Peter to keep Paul afloat.[so NAB don't sell Paul up]

[winner69]

Yes simple case of robbing Peter to keep Paul afloat.[so NAB don't sell Paul up]

Yes a money go round but corlemar asked whether good or bad for PGC

I'd say PGC has a problem with this ... but whether the problem is bigger or smaller than it was last week is another question

Seem to be making a habit of paying the banks out to 'protect' their interests ... maybe the banks have soused that any easy way out for them .... good or bad for PGC ..... taking out ASB to gain control of Serepisos's flagship building at least leaves them with some bricks and mortar .... but this EPIC thing could be another story ..... and to end up in tears?

[percy]

Yes,to answer corlemar.Bad for PGC,but could have been really bad.As winner69 points out it is becoming a habit of paying out the banks to "protect" their interests.
It certainly is not investing for growth. EPIC is looking as though it is an epic disaster about to happen.

[percy]

There's interesting things happening on the share register that suggests there more to this than meets the eye...

Would you care to enlighten us ?
I do not see my exit from the share registry of PGC would affect the market's perception of the company. lol

[corlemar]

There's interesting things happening on the share register that suggests there more to this than meets the eye...

There was a big tranche of shares traded yesterday, substantially higher than normal.....whether this has any reflection on the bigger picture I don't know....

That aside as an investor I have to say i'm fairly disappointed in PGC. I bought post the rights issue, thinking long term "obtain the banking licence" "new management" "get rid of the bad loans, reduce debt" would drive the shareprice higher etc...and while my view of Heartland is positive, I'm somewhat sat on the fence with PGC. In the past 2yrs I haven't seen a lot to be positive about, paarticularly when you compare PGC performance to the NZX.

IMO there seems to be too little news about where the company is heading, it's profitability, it's focus and yet we hear a lot of deals done under the table, such as yesterdays announcement.... I wonder what GK thinks about it all ?? Also, (and i may be wrong on this) when you look at PGC market value circa $85m and you acknowledge that circa $33-36m of that $85m is still held in PGW, deals such as the $14m one announced yesterday doesn't leave a lot left, does it not ??

Maybe I'm missing something and for now will sit (albeit with a numb arse) on the fence. Who knows perhaps the likes of messrs mogridge and kerr and going to pull a rabbit of the hat.....??

[percy]

Sorry Corlemar but I think the rabbit has done a runner.!!!
I think the large turnover would be a lot of people saying this is further bad news.Funds just going to prop up another bad investment.I know I thought enough is enough,so sold mine and wife's PGC, and retained our Heartland shares as they appear to be on course,doing what they said they would.

[Breastwork]

Have just finished reading a most enlightening research paper. It concluded that if every person, that had invested in brand GK and lost money, held their hands up in the air the world would slow it's rotation by 0.72 x 10-8m/s and as a result "the sequential disappearance of centrifugal force would cause a catastrophic change in climate and disastrous geologic adjustments (expressed as devastating earthquakes) to the transforming equipotential gravitational state"

Do you think the long time holders of PGC in Christchurch got a head start on the rest of us?

[Breastwork]

Comment by Chris Lee;

"EPIC - released an update stating that they are negotiating with a serious buyer for their Thames Water stake. Their original asset, splashed in a ‘must have’ fashion across the prospectus in 2007.

If sold the proceeds will be used to repay the banks, which they are under pressure to do (they always have been - Ed).

This ties together with the story last week where PGC has agreed to lend EPIC $14m to meet an immediate debt repayment obligation to NAB. I suspect this is good for PGC as the interest rate is likely to be very high, but not great for EPIC.

EPIC investors will have noted the repeated message from the Chairwoman of the currency loss confirming that the investment vehicle may have been left unhedged (exposed).

Situation: NZD investors with NZD cash flow expectations holding a GBP asset with GBP cash flows. If this was the intention of the directors, spelled out in the investment statement, no problem. But was it?

The use of a PIE structure (Portfolio Investment Entity, as NZ tax rule) implies the promoters knew the ‘liability’ was to make NZD payments to its investors. I guess this was in conflict with their ‘liability’ to make payments to service GBP debt to the banks or to clearly understand the net cash available to distribute to NZD investors.

The prospectus says the Board policy on NZD hedging was:

EPIC will aim to minimise foreign currency risk for New Zealand investors. EPIM will implement a currency hedging program through the use of derivative instruments based on its estimates of the size of EPIC’s future foreign currency cash flows and values of EPIC’s investments up to 10 years in advance.

The letter signed by Margaret Devlin seems to imply they applied little or no hedging at all, given the ‘don’t be surprised’ nature of the wording.

I think I might write to Mrs Devlin and ask her to detail the actions taken to deliver against the hedging policy.

By the time I had finished re-reading the prospectus the only thing that was clear to me was the impact of fees being paid to EPIM, EPAM, MMIUK etc on the way in, during and post any asset sales by EPIC!

Small wonder that investors are getting hot under the collar about value loss via management contracts, not valued added."

[percy]

Have just finished reading a most enlightening research paper. It concluded that if every person, that had invested in brand GK and lost money, held their hands up in the air the world would slow it's rotation by 0.72 x 10-8m/s and as a result "the sequential disappearance of centrifugal force would cause a catastrophic change in climate and disastrous geologic adjustments (expressed as devastating earthquakes) to the transforming equipotential gravitational state"

Do you think the long time holders of PGC in Christchurch got a head start on the rest of us?

Gee Whiz,what a great post.I have followed fundamental,and technical analysis of shares.Boring !!!Your approach using Science Fiction appears to me the way to go.!!!
Yes, appeared they did get a head start,but with quakes in Auckland and other areas, I think the advantage is over.

[Xerof]

Its all quite simple really - Kerr is following the Hubbard model.........

good luck to all holders of PGC et al

The Directors mantra of adding to shareholder wealth through all this mumbo jumbo must be sorely testing your patience

[kizame]

Why then is Baker Street buying up large? They now have 8.67% if my memory serves me,what do they see ,that others of us can't?

[SCOTTY]

Why then is Baker Street buying up large? They now have 8.67% if my memory serves me,what do they see ,that others of us can't?

Maybe they think it is trading at a good discount to NTA?

[Master98]

Anyone know what’s the true NTA? Definitely is not $1.818 , I guess is between 70c and 80c.

[Breastwork]

http://www.nbr.co.nz/article/pgc-cleared-buy-epic-debt-db-96910

Deja Vu?

[corlemar]

I'm interested to see if anybody is surprised to see what is happening with PGC at the moment.......i mentioned in a previous post some weeks ago that as an investor i was disappointed in PGC performance.

Since that time, I'm still less than impressed......it seems PGC is helping EPIC out in relation to the NAB bank facility (which they say provides value for PGC - personally i don't see how, though maybe someone can enlighten me) then I see that it's taking $10m shares at $0.75 in HNZ which at close today represents a -15% return and is prepared to underwrite a further $10m of capital to HNZ. HNZ was noted today saying that it's profitability could be seriously hampered depending on when and only if they're granted a banking licence.

Yet the flipside is you see Baker Street Capital further increasing their shareholding......Am i missing something ??

[Xerof]

see post #814

no surprises here for me

Baker Street appear to be adding in a downtrend - oh dear

or perhaps they are warehousing for Kerr - who knows? - not me, but its all very incestuous

[Balance]

see post #814

no surprises here for me

Baker Street appear to be adding in a downtrend - oh dear

or perhaps they are warehousing for Kerr - who knows? - not me, but its all very incestuous

Just like the Americans did with Diligent?

[Xerof]

Just like the Americans did with Diligent?

I guess every shareholder hopes you're right on that comparison

I'll remain a sceptic for now

[Balance]

I guess every shareholder hopes you're right on that comparison

I'll remain a sceptic for now

Or as a number of well connected shareholders did as RBD headed down a few years ago?

[Balance]

BTW, I agree with Xerof about PGC and its incestuous nature.

Plus, I sense that George Kerr is one very desperate individual with everything he is involved with turning to custard in recent years? So the vultures are circling around him rather than the other way round?

[winner69]

BTW, I agree with Xerof about PGC and its incestuous nature.

Plus, I sense that George Kerr is one very desperate individual with everything he is involved with turning to custard in recent years? So the vultures are circling around him rather than the other way round?

Amazing what happens when the halo losses its shine eh Balance

George finding out who his real friends are

[Balance]

Amazing what happens when the halo losses its shine eh Balance

George finding out who his real friends are

Not nice living with the back to the wall all the time, huh?

My prediction is that George will be 'eased' out of PGC and Heartland by the vultures.

[Xerof]

Balance, that is precisely the event that would make me shed my scepticism but I prefer to wait for that to happen before moving in

[Breastwork]

Half page article in this mornings Press by Chalkie about EPIC.
Doesn't hold back recommending liquidation

[winner69]

Half page article in this mornings Press by Chalkie about EPIC.
Doesn't hold back recommending liquidation

Also said that 'How about Kerr and Macquarie between them deciding to the decent thing and themselves bailing out the EPIC investors? After all they invited everybody into the EPIC wreck in the first place" ..... might happen yeah right

Reason for saying all this Chalkie reckons pumping anymore into EPIC has the potential to bring all of PGC down

Sort of agree .... big egos never admit defeat and if there a suckers prpared to prop them them a bit longer they will take it ... but usually the inevitable happens anyway

[percy]

[QUOTE=winner69;351812]Also said that 'How about Kerr and Macquarie between them deciding to the decent thing and themselves bailing out the EPIC investors? After all they invited everybody into the EPIC wreck in the first place" ..... might happen yeah right

YEAH RIGHT.!!! lol.

[SCOTTY]

Baker Street now holds 10.75%. Last lot purchased on market @ 35c. Hmmmm.............................

[SCOTTY]

Perhaps they need a tax loss? [evil grin]

Ha ha ha Belg. You very funny man.

[Balance]

George Kerr on the way out. The vultures are circling lower?

Kerr silent on Heartland NZ investing
MARTA STEEMAN Last updated 05:00 26/07/2011

Heartland New Zealand's largest shareholder George Kerr is keeping mum about whether he will remain a long-term shareholder in the large financial services company he helped form.

Kerr declined to answer BusinessDay questions on whether he was taking part in the $58 million equity-raising for Heartland (HNZ) in the next month.

Heartland was formed early this year from the merger of Marac Finance with two building societies. Marac was the core business of old Canterbury investment firm Pyne Gould Corporation (PGC) of which Kerr's company, Pyne Family Holdings, is the largest shareholder with about 14 per cent.

HNZ shareholders have the option of buying up to $15,000 worth of shares in Heartland to raise $35 million.

The price, yet to be determined, will be at least a 3 per cent discount to the average end-of-day market price of HNZ shares over the five-day trading period from August 19-25. But the maximum price of the shares will be 75 cents.

The share purchase plan (SPP) for retail shareholders of HNZ opens on August 8 and closes on August 24. Shareholders on the register on August 1 are entitled to take part in the SPP.

A spokesman for Kerr said he did not want to comment on questions about whether he would take part in the underwriting of the capital raising and whether he was a long-term shareholder.

If Kerr does not buy any shares through this capital raising, his 10.12 per cent stake in HNZ via Pyne Holdings will be diluted to around 8 per cent or a bit less, depending on the price of the shares.

But PGC, in which Kerr is a cornerstone shareholder, is buying into HNZ – 10 million shares at 75c each and is also underwriting $10m of the SPP.

The market appears to lack confidence in the Heartland share at present, with a steady fall from a listing price of 95c at the beginning of February to 62c yesterday.

There is uncertainty over HNZ having to jump a number of hurdles to secure a banking licence from the Reserve Bank. That is seen as an important milestone for the company to achieve.

HNZ said some time ago it would be starting the process of seeking the banking licence in the second half of 2011.

Shareholders may be reluctant to invest more in the company through the $58m equity raising after a $273m capital raising almost two years ago.

Gerald Fitzgerald, whose wife is a member of a PGC founding family, the Boyles, has almost cut his ties with a company he had held shares in for many years.

He and his wife have sold most of their shares in PGC and in HNZ since the HNZ shares were distributed to PGC shareholders.

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"They have ruined an old family company totally and gone into all sorts of funny things," Fitzgerald said.

He said the critical commentary by columnist "Chalkie" on the EPIC fund which featured in The Press nearly a week ago was "excellent".

Investing in EPIC was throwing good money after bad, Fitzgerald said.

EPIC is a fund that has invested indirectly in large British water and wastewater company Thames Water and indirectly in another British company, Moto Holdings, which owns and runs motorway service facilities.

EPIC was set up by Kerr and some 1900 investors took shares in the fund which now needs to be bailed out by PGC, which owns an 11 per cent stake in the fund as well.

Fitzgerald said the decline at PGC was "tragic".

"I'll never see it back again as a great firm. None of us will.

"It's going to take more than a while."

However, another shareholder who wants to remain anonymous is increasing his stake through the $58m capital raising and views HNZ as a long-term investment.

He believes he may not benefit from the shares but his children may well.

[winner69]

"They have ruined an old family company totally and gone into all sorts of funny things," Fitzgerald said.

says it all methinks

........... but the NTA cant evaporate just like that says the believers

[Balance]

"They have ruined an old family company totally and gone into all sorts of funny things," Fitzgerald said.

says it all methinks

........... but the NTA cant evaporate just like that says the believers

George Kerr has poured over $65m into PGC and Heartland - now worth at market prices, a fraction of what he invested. His many property ventures cannot be doing well, especially now that he cannot borrow freely from the likes of SCF and Marac?

So my guess is that he will sell out of PGC and Heartland. Meanwhile, the vultures will be looking to ease him out at a bargain basement price?

[percy]

"They have ruined an old family company totally and gone into all sorts of funny things," Fitzgerald said.

says it all methinks

........... but the NTA cant evaporate just like that says the believers

Good to see The Press could get a reasonable statement from Mr.Fitzgerald. I have found he spoke little sense any meetings I have attended.NTA is that short for No Tangible Assets.?

[Balance]

Good to see The Press could get a reasonable statement from Mr.Fitzgerald. I have found he spoke little sense any meetings I have attended.NTA is that short for No Tangible Assets.?

Going into property developments funding is not a funny thing. In fact, many shareholders in PGC applauded PGC when it aggressively grew Marac and initially made big money from the lending activity.

That's where PGC went wrong.

Now can HNZ get it right?

[percy]

Going into property developments funding is not a funny thing. In fact, many shareholders in PGC applauded PGC when it aggressively grew Marac and initially made big money from the lending activity.

That's where PGC went wrong.

Now can HNZ get it right?

This is exactly where Marac went wrong.To quote Sir Miles Warren a pervious chairman of PGC."It took a long time for us to understand motor-vehicle finnance.To enter property finnance which we did not understand was foolish." Very true.
HNZ have kept the very strong Marac motor vehicle/equipment/small business finannce operations,and will avoid property developement finnance, so their future looks sound.

[Balance]

This is exactly where Marac went wrong.To quote Sir Miles Warren a pervious chairman of PGC."It took a long time for us to understand motor-vehicle finnance.To enter property finnance which we did not understand was foolish." Very true.
HNZ have kept the very strong Marac motor vehicle/equipment/small business finannce operations,and will avoid property developement finnance, so their future looks sound.

I remember listening in on the ex-CEO of Marac (Brain Jollife) as he waxed lyrical on how great Marac (meaning he) was at the property development funding game a number of years ago. And he further boasted he stopped lending in 2007. What he did not say was that Marac had committed itself to hundreds of millions of development funding projects - still to be completed!

[percy]

I remember listening in on the ex-CEO of Marac (Brain Jollife) as he waxed lyrical on how great Marac (meaning he) was at the property development funding game a number of years ago. And he further boasted he stopped lending in 2007. What he did not say was that Marac had committed itself to hundreds of millions of development funding projects - still to be completed!

Jollife fooled a great deal of people including himself.From memory he was ex ANZ. Is/was surprising how many ex bank people did not understand risks.Greed got in the way.!!!

[Breastwork]

http://www.stuff.co.nz/business/5350766/US-hedge-fund-doubles-stake-in-Pyne-Gould-Corp

"An example of Baker Street Capital "activism" is its building of a 22 per cent stake in California ticketing company Tix Corporation.

At present it is embroiled in a bitter stoush with the Tix board which it is trying to dump.

A week ago Baker Street Capital issued an open letter to other shareholders in Tix, putting up five alternative directors.

It said that under the current board Tix shareholders had lost value, the share price had performed poorly and the company had made ill-advised purchases.

Asked if Baker Street Capital might do something similar at PGC, PGC chairman Bryan Mogridge said: "I don't think so but who knows."

Classic stuff!

[geezy]

thats great, i m starting to think most directors in NZ companies are just a bunch of cowboys living the high life. totally incompetent to run a simple business. bah..

[Grantas]

SSH - (Baker Street Capital, L.P.)
7:41am, 1 Aug 2011 | SSH

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both

Sections 23 and 24, Securities Markets Act 1988

Relevant event being disclosed: Movement of 1% or more in substantial holding

Date of relevant event:

To: New Zealand Stock Exchange

And: Pyne Gould Corporation Ltd

Date this disclosure made: July 29, 2011
Date last disclosure made: July 22, 2011

Substantial security holder(s) giving disclosure
Name(s): Baker Street Capital, L.P.
Contact details: Vadim Perelman, +1 310 246 0345, vadim@bakerstreetcapital.com, or
Jeff O’Donohue, +1 424 248 0151, jeff@bakerstreetcapital.com

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Ordinary shares

Summary for: Baker Street Capital, L.P.

For this disclosure,—
(a) total number held in class: 25,504,416
(b) total in class: 216,629,610
(c) total percentage held in class: 11.77%

Do you think the average shareholder will benefit??????? ..in the long term

[Balance]

George Kerr feeling the squeeze?

[Breastwork]

George Kerr feeling the squeeze?

Balance, changing your tune re GK's abilities?

[Balance]

Balance, changing your tune re GK's abilities?

Answer your question?


George Kerr has poured over $65m into PGC and Heartland - now worth at market prices, a fraction of what he invested. His many property ventures cannot be doing well, especially now that he cannot borrow freely from the likes of SCF and Marac?

So my guess is that he will sell out of PGC and Heartland. Meanwhile, the vultures will be looking to ease him out at a bargain basement price?

[Grantas]

3:38pm, 2 Aug 2011 | SSH

Disclosure of ceasing to have substantial holding
Sections 23 and 24, Securities Markets Act 1988

Date of relevant event: 1 August 2011
To: NZX Limited
And: Pyne Gould Corporation Limited
Date this disclosure made: 2 August 2011
Date last disclosure made: 4th July 2011

Substantial security holder(s) giving disclosure

Name(s): Accident Compensation Corporation (“ACC”)
Nicholas Bagnall, Blair Tallott, Paul Robertshawe, Ian Graham, Blair Cooper
Contact details: Kym Nijsse +64 4 918 7067 kym.nijsse@acc.co.nz

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Ordinary Shares
Summary for: Accident Compensation Corporation (“ACC”)
Nicholas Bagnall, Blair Tallott, Paul Robertshawe, Ian Graham, Blair Cooper

For this disclosure,—

(a) Total number held in class: 10,616,394
(b) Total in class: 216,629,610
(c) Total percentage held in class: 4.901%

For last disclosure,—

(a) Total number held in class: 12,591,394
(b) Total in class: 216,629,610
(c) Total percentage held in class: 5.812%

[Balance]

3:38pm, 2 Aug 2011 | SSH

Disclosure of ceasing to have substantial holding
Sections 23 and 24, Securities Markets Act 1988

Date of relevant event: 1 August 2011
To: NZX Limited
And: Pyne Gould Corporation Limited
Date this disclosure made: 2 August 2011
Date last disclosure made: 4th July 2011

Substantial security holder(s) giving disclosure

Name(s): Accident Compensation Corporation (“ACC”)
Nicholas Bagnall, Blair Tallott, Paul Robertshawe, Ian Graham, Blair Cooper
Contact details: Kym Nijsse +64 4 918 7067 kym.nijsse@acc.co.nz

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Ordinary Shares
Summary for: Accident Compensation Corporation (“ACC”)
Nicholas Bagnall, Blair Tallott, Paul Robertshawe, Ian Graham, Blair Cooper

For this disclosure,—

(a) Total number held in class: 10,616,394
(b) Total in class: 216,629,610
(c) Total percentage held in class: 4.901%

For last disclosure,—

(a) Total number held in class: 12,591,394
(b) Total in class: 216,629,610
(c) Total percentage held in class: 5.812%

This is good stuff - out of sleepy ole ACC into the hands of activist Baker Street.

Directors and George Kerr are on notice that they are going to get their butts kicked real soon?

[janner]

Do vultures leave any pickings ??

[Balance]

Do vultures leave any pickings ??

Just the bones .... !

[janner]

So why are we holding :-))

[Balance]

So why are we holding :-))

We are discussing George Kerr?

NBR's rich list has got him worth $220m. So plenty of pickings around.

[MANDRAKE]

16m @ 38c traded at 11:54! Now who could that be?.. :)

[PointyHat]

My quick maths and rounding up a little makes it about 19.2%

[PointyHat]

Sorry the previous reply had stated if it was Baker St that that purchased the 16m then that would take them over 20%.
So I was replying to that, that previous entry seems to have been deleted.

Anyone know how long you can delay a declaration of more than 1% ?

[Grantas]

SSH - (Baker Street Capital, L.P.)
3:10pm, 4 Aug 2011 | SSH

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both

Sections 23 and 24, Securities Markets Act 1988

Relevant event being disclosed: Movement of 1% or more in substantial holding

Date of relevant event:

To: New Zealand Stock Exchange

And: Pyne Gould Corporation Ltd

Date this disclosure made: August 4, 2011

Date last disclosure made: July 29, 2011

Substantial security holder(s) giving disclosure

Name(s): Baker Street Capital, L.P.

Contact details: Vadim Perelman, +1 310 246 0345, vadim@bakerstreetcapital.com, or
Jeff O’Donohue, +1 424 248 0151, jeff@bakerstreetcapital.com

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Ordinary shares
Summary for: Baker Street Capital, L.P.

For this disclosure,—
(a) total number held in class: 42,848,301
(b) total in class: 216,629,610
(c) total percentage held in class: 19.78%

[geezy]

We deserve to know whats happening!!

Who is the big seller? as we now know who is the big buyer..

[Grantas]

Issued By
Pyne Gould Corporation Limited
Move
$0.010 / 2.70%
Price
$0.380
Security Type
Ordinary Shares
Indices
NZX SmallCap and NZX All
Sector
Services / Finance & Other Services

Activity
Trading Status Trading
Trades 4
Value $6,107,328.84
Volume 16,071,918
Capitalisation (000s) $82,319
Performance
Open $0.370
High $0.380
Low $0.380
High Bid $0.370
Low Offer $0.380
Fundamental
P/E 0.000
EPS $0.000
NTA $1.818
Gross Div Yield 21.603%
Shares Issued 216,629,610

[Grantas]

Year-end 30 June 2011
Year-end result announcement 26 August 2011
Annual report mailed 23 September 2011
Annual meeting 28 October 2011

[SCOTTY]

Hmmm ... When's FY being reported? ...

BTW DB's website shows PGC with an NTA figure of 181c - Exactly how to they calcualte that ?!?
In the Information Memorandum dated 29th April 2011 it showed the PGC Pro Forma Indicative Balance Sheet for 31st Dec 2010 with a NTA of $165mil. Divide this by 216.63 shares on issue = 76c nta per share. The PGW were valued at 60c so need to knock a bit of that. Probably about 70c unless other assets are lower (or higher). Who knows?

[Grantas]

http://www.stuff.co.nz/business/industries/5389585/US-hedge-fund-ups-PGC-stake


The move has surprised the chairman of PGC, Bryan Mogridge, who was not aware of Baker Street Capital's bolt to nearly 20 per cent.

Asked who might be the seller or sellers of the PGC shares Mogridge said ''It's not George (Kerr). I know that for a fact.''

Kerr is a director of PGC and controls 14 per cent via Pyne Family Holdings.

''Clearly they can't go any higher unless they make a full takeover for the company ... which would be unlikely,'' Mogridge said.

He would be making inquiries.

BusinessDay approached Kerr in the past week but he has been unwilling to comment on Baker Street's climbing stake.

Baker Street now holds 42.84 million of the 216.63m PGC shares on issue. The stake would have cost it about $16 million.

[geezy]

PGC
04/08/2011 16:56
SSH

REL: 1656 HRS Pyne Gould Corporation Limited

SSH: PGC: SSH (Harrogate Trustee Limited)

Please see attached Disclosure of ceasing to have a substantial holding for
Harrogate Trustee Limtited.
End CA:00212035 For:PGC Type:SSH Time:2011-08-04 16:56:07


who are these people?

[percy]

PGC
04/08/2011 16:56
SSH

REL: 1656 HRS Pyne Gould Corporation Limited

SSH: PGC: SSH (Harrogate Trustee Limited)

Please see attached Disclosure of ceasing to have a substantial holding for
Harrogate Trustee Limtited.
End CA:00212035 For:PGC Type:SSH Time:2011-08-04 16:56:07


who are these people?

Well go to companies office and look up Harrogate Trustee Limited and the name Joseph Wallace of Blenheim comes up.
Yes same J Wallace who is involved in the "Blenheim Boy/s" who are part under-writers of Heartland capital raising.
So that answers a few questions.

[corlemar]

Anybody know why PGC didn't report yesterday ?

[Balance]

Anybody know why PGC didn't report yesterday ?

Dealing with Baker Street?

[Grantas]

PGC - Waiver from NZSX Listing Rule 10.4.1(a)
1:13pm, 1 Sep 2011 | WAV/RULE

31 August 2011

NZX Market Supervision Decision
Pyne Gould Corporation Limited
Application for Waiver from NZSX Listing Rule 10.4.1(a).

Background
1. Pyne Gould Corporation Limited (“PGC”) is an NZSX Listed Issuer, having its head office in Christchurch, New Zealand.

2. NZSX Listing Rule (“Rule”) 10.4.1(a) requires that an Issuer make an announcement pursuant to Rule 10.4.2 through NZX for public release, in the manner prescribed by Rule 10.2, as soon as the Material Information is available, and, in any event before the release of each annual report, and not later than 60 days after the end of the financial year (“Preliminary Announcement”).

3. As PGC’s 2010 financial year ended on 30 June 2011, Rule 10.4.1(a) requires that PGC release its Preliminary Announcement to the market prior to the close of business on Monday 29 August 2011.

4. On Tuesday 22 February 2011, a major earthquake occurred in central Christchurch, causing significant damage to the city and the surrounding regions (“Earthquake”).
Application

5. PGC approached NZX Market Supervision (“NZXMS”) on 29 August 2011 seeking a waiver from Rule 10.4.1(a), so that it may provide its Preliminary Announcement on or before 16 September 2011.

6. In support of its application, PGC submits that:

a. PGC’s head office was in the Pyne Gould Corporation Building, which collapsed in the Earthquake. PGC lost a number of its staff in the Earthquake, which has disrupted its head office administration. In addition to losing staff members, PGC has also lost a significant amount of its records, including accounting information. Its accounting team have been working from temporary premises throughout Christchurch until only very recently;

b. The loss of staff and records, as well as not having the remaining staff centralised, has significantly disrupted the preparation by PGC of its accounts and has also hindered the audit of its accounts;

c. While the Earthquake occurred on 22 February 2011, given the particularly devastating effect it had on PGC and its staff and head office, as well as the recent snow storm which meant a further four to five working days were lost, PGC has not been able to meet the timeframe specified in Rule 10.4.1(a);

d. These matters were wholly outside the control of PGC and were so serious as to make it almost impossible for PGC to comply with Rule 10.4.1(a). Due to the unprecedented events, PGC seeks a waiver from Rule 10.4.1(a). It is expected, however, that PGC will be in a position to comply with Rule 10.4.1(a) by 16 September 2011 and accordingly PGC seeks a waiver on the condition that it does so comply on or prior to that date;

e. PGC’s half-year results were largely complete at the time of the Earthquake and were able to be completed by MARAC Finance Limited’s (“MARAC”) accounting team, who were located in Auckland. However, following the divestment of the shares in Heartland New Zealand Limited to PGC’s shareholders, the MARAC finance team was no longer available to assist with the preparation of PGC’s full year accounts and its Preliminary Announcement. Accordingly, this work was needed to be undertaken by PGC’s Christchurch staff;

f. Although the loss of the MARAC team was taken into account when considering the timeline for the preparation of the accounts, the significant impact of the Earthquake and the aftershocks on the performance of PGC’s Christchurch staff was not known at that time; and

g. PGC notes that it is not alone in seeking a waiver from Rule 10.4.1 because of the Earthquake. NZXMS granted a waiver to Lyttleton Port Company Limited on 28 February 2011 in respect of its half-year preliminary report. It is acknowledged that that waiver related to a period closer to the Earthquake, however, PGC submits that no other listed company suffered such serious loss as a result of the Earthquake than PGC to both its staff and its records.

Rules

7. Rule 10.4.1 provides that:

10.4.1 Each Issuer shall make an announcement pursuant to Rule 10.4.2 through NZX for public release, in the manner prescribed by Rule 10.2 as soon as the Material Information is available, and in any event:

(a) before the release of each annual report, and not later than 60 days after the end of the financial year to which that report relates; and

(b) before the release of each half-yearly report and not later than 60 days after the end of the financial half-year to which that report relates.
Decision

8. On the basis that the information provided to NZXMS is full and accurate in all material respects, NZXMS grants PGC a waiver from Rule 10.4.1(a), on the condition that PGC provide the information required by that Rule on or before 16 September 2011.

Reasons

9. In coming to its decision to grant PGC a waiver from Rule 10.4.1(a), NZXMS has considered that:

a. PGC’s ability to provide the information required by Rule 10.4.1 within the timeframe required by that Rule has been frustrated by circumstances wholly outside of its control, and which are so serious that it makes providing the preliminary announcement within the stipulated timeframe almost impossible;

b. NZXMS accepts PGC’s submission that no other Listed Issuer has suffered such serious loss as PGC, which was compounded by the recent snow storm;

c. Although PGC had informed the market on 5 August 2011 that its results would be released on 29 August 2011, subsequent events, when combined with the continuing effect of the Earthquake on PGC’s staff, meant that this was not possible. Accordingly, in these extraordinary circumstances, NZXMS considers that this waiver is appropriate; and

d. Pursuant to section 36ZM of the Securities Markets Act 1988, NZXMS has consulted with the Financial Markets Authority in making this determination.

10. NZXMS wishes to note that where Issuers are seeking relief from the operation of the Rules, their applications should be made in a timely manner, when the matters creating the need for the waiver first arise, and contain a full explanation as to why the waiver is required.

ENDS.

[percy]

So the delay is "principally stemming from the total collapse of their Chch headquarters"?

And yet they didn't know there would be issues when they announced the reporting date 4 weeks ago?

Something isn't adding up ...
Certainly doesn't.The new head office is up and running.I would have thought they would, or should have known they would have issues,with the deaths of so many staff,working out of temporary offices,then moving into new office.
I must admit I lost confidence in PGC and sold out at 38cents.Still holding HNZ,but did not take up any more in the SSP.

[Xerof]

Such delays almost always relate to Audit sign-off - hazy valuations, related party transactions will be a focal point for sure after the activities undertaken this year.

[Grantas]

As nominations for directors are also mean't to be circulated, I could imagine there could be some forced rethinking there with Baker St taking a 19.77 share. Still, we should know by the 16th Sept

[ETC]

I sold out of PGC about a month ago for 37c. Super disappointed with this purchase. All the value this company once had has been placed in HNZ, what you have left is a mish-mash of unwanted parts: a property management company full of distressed assets, a trust company that no one has faith in (with legal proceedings pending against it), leftover shares in PGW and a wealth management company that seems to be investing in itself.

There maybe value left in PGC but I don’t have the faith in management or the patients to see it realised.

[corlemar]

And yet the Baker Street boys (and girls) have picked up 20% as the price has fallen ... They're not mugs so they must see come value there (even if its just a back door listing for further expansion into NZ).

What I fail to grasp is why would Baker Street go for someone like PGC - I mean for all to see it appears to be a dogs breakfast, but as you say they must see value somewhere as opposed to sticking a list of co's on a board and chucking a dart at it !

[zigzag]

What I fail to grasp is why would Baker Street go for someone like PGC - I mean for all to see it appears to be a dogs breakfast, but as you say they must see value somewhere as opposed to sticking a list of co's on a board and chucking a dart at it ! Wasn't 'Baker Street' some hippy dippy pop song from the seventies. Maybe they're just a bunch of freaks. Hey Dude, " I said, go buy some XTC, not PGC!"

[percy]

Wasn't 'Baker Street' some hippy dippy pop song from the seventies. Maybe they're just a bunch of freaks. Hey Dude, " I said, go buy some XTC, not PGC!"
Baker street by Gerry Rafferty is one of the all time great recordings.He also did "stuck in the middle with you."
Before you call me an old tosser go to youtube and enjoy them.I going there now>!!!!!

[zigzag]

Baker street by Gerry Rafferty is one of the all time great recordings.He also did "stuck in the middle with you."
Before you call me an old tosser go to youtube and enjoy them.I going there now>!!!!! Sorry Percy. You're right. 'Hippy dippy' was a trifle demeaning. Laid back would be a much better description Nice sax!

[zigzag]

I do remember the early nineties. One of my first forays into the sharemarket was in a company called Corporate Investments, a trainwreck from the eighties. I averaged in at 23c. Shares consolidated, so make that 46c. CIL morphed into Montana, and around 8 years later was taken over for not much under $5.00. I mention this because there are similarities with PGC. Both are investment co's that have fallen on hard times. CIL had Peter Masfen. PGC has George Kerr, and both co's had Bryan Mogridge. Whether these people were part of the problem, or part of the solution, or a bit of both, I do expect these people to learn from their experiences, so I haven't given up on PGC. It will most likely take a few years, but I'm along for the ride.

[Under Surveillance]

Whether these people were part of the problem, or part of the solution, or a bit of both, I do expect these people to learn from their experiences, so I haven't given up on PGC. It will most likely take a few years, but I'm along for the ride.

The folly of expecting people to learn from their experiences is illustrated by the fate of Bridgecorp investors; whatever the little runt Petrecivic learnt from his experiences was of no value to the punters.

[winner69]

it!

Something still ain't adding up as far as I'm concerned.


Do you think it still adds up Belg ..... correctly that is

Another year of value destruction .... and prob another year to come

As Percy would say surely all those hundreds of millions have to be somewhere .... they can't have vanished ..... the NTA must be correct

[percy]

Well I must admit I am dumb struck.$141mil is a huge loss.It was not that long ago shareholders had to recap the company.
I may have missed read it, but somewhere they stated they did not expect to use up their tax losses.Does that mean they expect to keep making losses it the years ahead.!!!!

[corlemar]

Do you think it still adds up Belg ..... correctly that is

Another year of value destruction .... and prob another year to come

As Percy would say surely all those hundreds of millions have to be somewhere .... they can't have vanished ..... the NTA must be correct

Agree.....it appears too many related transactions, related parties involved.....roll on baker street to shake things up.....!!!
Is it conceivable that the value is/was in HNZ upon distribution of circa 72% new shares ?

[percy]

Cleaning up the books is becoming an annual event.!

[Grantas]

If you have an early lunch ..looks like you're outta luck.

[Xerof]

There'd be something seriously wrong if it didn't come out today, with the numbers in line with their 'continuous disclosure' update of a few days ago

[Grantas]

Results posted at 4.48pm 16 Sept 2011 on NZX site

37 of the 47 pages are "Notes to the Accounts" ...Rugby or reading ...Rugby wins

[Lizard]

Had a quick look through the Annual Report. At a glance, I'd say we could probably draw a line through about $55m of those assets as having potential to be written-down over the next couple of years and another $20-$30m in losses until they can establish a profitable business strategy.

While they remain a collection of motley assets, mired in the Aftermath, they probably need to be priced at around 50% of an adjusted NTA - makes 26cps look about right for now. No obvious reasons to buy yet except perhaps gambling on the possibility that Baker St will attempt to hasten the necessary transition.

[Lizard]

Thanks for your comments, Belg. Perhaps I will have a closer look sometime, but seems unlikely to be any urgency.

The property write-downs stood out for me in terms of risk, but I didn't go back to examine them against previous reporting.

[Joshuatree]

A full offer for PGC @ 33c from australian equity partners just announced

[percy]

In the Information Memorandum dated 29th April 2011 it showed the PGC Pro Forma Indicative Balance Sheet for 31st Dec 2010 with a NTA of $165mil. Divide this by 216.63 shares on issue = 76c nta per share. The PGW were valued at 60c so need to knock a bit of that. Probably about 70c unless other assets are lower (or higher). Who knows?

Possibly George Kerr does,hence takeover,or would he prefer to do his deals in private.?

[corlemar]

it appears from reading the takeover offer, that GK and Baker Street have joined forces through a new entity to takeout the entire holding....with a view to potentially realising the value some 5-7yr down the track and probably some huge profit !!

[corlemar]

5 - 7 years? ... LOL ... Try cashflow positive and profits from year 1 ... And awash with cash and substantial profits by year 3 !!!

yup, agree with you totally......some big entity will snap this up within 3yrs and everyone wins, except the original shareholders.....

[Grantas]

Nobody needs to sell ..taking a laissez faire approach. If they get their 90% then so be it.

[rotweiller]

Having held this share since 2000, my quick calculation reckons a bare minimum of 40cents per share would make me look at the offer but certainly not at 33cents.

Cheers

[SCOTTY]

33c would be ok after PGW/HNZ shareholdings were distributed to shareholders.

[geezy]

why do i see that we are getting shafted (ordinary shareholders) here at PGC and as well as HNZ. i m staring at lots of losses!

[kizame]

Then do what I'm not going to do and that is Not Sell.
I think this is just the first cheeky offer, - this was coming.
Sorry I bought into this mess,oh well you live and learn,sadly I'm getting sick of learning.

[winner69]

George tells you that their investment in PGW is down 20% since July and their HNZ investment is down 24% ... so before PGC goes broke better take up his offer

Did George tell you that even after these disasters the PGW and HNZ shares are worth $39m today .... and the offer for the whole company is $71m

So even if they had 2 take a bit of a haircut on the HNZ and PGC shares of say $5m good old George and his mates are essentially fronting up with $36m for all those bits of rubbish left over

When you look at those bits of rubbish and some of the problems that come with them maybe this is a good deal for shareholders .... but then George prob know best

[percy]

Offcourse the person who has taken the biggest haircut so far is G Kerr. His original PGC purchases were at $5.00or more a share.He has chased them all the way down.Lost millions.

[winner69]

Offcourse the person who has taken the biggest haircut so far is G Kerr. His original PGC purchases were at $5.00or more a share.He has chased them all the way down.Lost millions.

And do you feel sorry for him percy?

[Balance]

Me thinks Georgie Porky knew he was being squeezed out. Trying to squeeze a better offer from the vultures?

[Balance]

Dealing with Baker Street?

So we now know what was happening behind the scenes for certain.

[Balance]

see post #814

no surprises here for me

Baker Street appear to be adding in a downtrend - oh dear

or perhaps they are warehousing for Kerr - who knows? - not me, but its all very incestuous

Well spotted, Xerof.

FMA needs to investigate this.

[percy]

And do you feel sorry for him percy?
Yes,as he put up his own money and the recap of PGC would not have gone ahead without him.
No,as he is now putting his own interests before the people who supported him.[PGC and Epic]
I would never now invest in any company he is a director of.

[winner69]

What's ll the fuss about ... just a continuation of the game that financiers around the world are playing ... thats the plan .... why is there is an Occupy Wall St movement underway?

George will get bonus points from his peers for this .... and shareholders thought they were 'investing' in PGC .... no they were just cannon fodder

Go on give George et al the fingers and don't sell him your shares .... but they have Plan B and Plan C to make life miserable for you until you give up in despair

[percy]

What's ll the fuss about ... just a continuation of the game that financiers around the world are playing ... thats the plan .... why is there is an Occupy Wall St movement underway?

George will get bonus points from his peers for this .... and shareholders thought they were 'investing' in PGC .... no they were just cannon fodder

Go on give George et al the fingers and don't sell him your shares .... but they have Plan B and Plan C to make life miserable for you until you give up in despair
Despair happened for me on 1st July when I sold out at 38cents. I wish George lives in interesting times.!

[corlemar]

Concur ... Also, shouldn't G have resigned as he's no longer impartial? And whats the board doing? On Holiday? They should have issued shareholder guidance immediately!

The independent report will be v.interesting.....i think the offer of $0.33c when NTA is $0.60c is an insult, though at the end of the day that's the ride you take and you can either sell or decide not to.
Question if anyone can answer, if GK et al don't get 90% what is the state of play going forward or the likely state of play ??

[climbtree]

ok so I'm fairly new to this, what's happening? it's a full offer, so they want to buy all the shares not just the majority? How do I sell? What is the price? How long can I wait? Do I have to sell?

[corlemar]

They take 50.1% and shareholders get screwed by a thousand cuts? ... Bit like PGW?

Cheers Belg......isn't the magic mark they need 90% to enforce everyone to sell ? That is to say does 50.1% clearly just give them controlling stake ?

[Xerof]

And so who are the independent directors?

[percy]

And so who are the independent directors?
Bruce Irvine and Bryan Mogridge.

[Balance]

Bruce Irvine and Bryan Mogridge.

Having dealt with Bryan in the past, I think he is a person of integrity.

The attempt at privatization seems to have taken him by surprise - given the delay the company reacted to the offer.

[Football Predictor]

Yes, Bryan has a very good reputation - all the more surprise then that he has put up with all the rinky dinks and cr*p going on within this company for so long.

[percy]

Having dealt with Bryan in the past, I think he is a person of integrity.

The attempt at privatization seems to have taken him by surprise - given the delay the company reacted to the offer.

Agreed.
Bruce Irvine also has a reputation for integrity.

[percy]

Your not wrong there me ol' mate ... Still no sheareholder guidance ... not even the most basic stuff ... methinks there's more going on than just supprise.

I seem to remeber a statement by one of the board/mgt saying that they hadn't heard from Baker St and were waiting for them to make contact. Note sure if I have this right and a look at ann report and NZX announcement and its not there ... Is my memory failing me? Anyway, if I have this right, one has to wonder if GK had had contact at that time.

your memory is correct.Statement was made by Mogridge when asked about Baker street's intentions,when they first appeared on PGC register.as a substantial shareholder.

[Xerof]

You are indeed correct Belg - no approach at all. This in itself speaks volumes, and will no doubt be a focal point for FMA. The other zone of darkness is the nature of the LP vehicle - 80/20 to GK's interest, with the minority partner basically having no rights whatsoever. If this was a genuine attempt by 'like-minded' interests to run this company for long term value gains, surely the Baker St boys would want more than 20%, and a say in proceedings.....these guys have ego's bigger than Ben Hur. I know for sure I wouldn't be leaving it to GK as sole director of the GP to run the ship, which leads me to conclude the suggestion I made some time ago may have been on the money.....

I just don't buy this story in any shape or form

[percy]

You are indeed correct Belg - no approach at all. This in itself speaks volumes, and will no doubt be a focal point for FMA. The other zone of darkness is the nature of the LP vehicle - 80/20 to GK's interest, with the minority partner basically having no rights whatsoever. If this was a genuine attempt by 'like-minded' interests to run this company for long term value gains, surely the Baker St boys would want more than 20%, and a say in proceedings.....these guys have ego's bigger than Ben Hur. I know for sure I wouldn't be leaving it to GK as sole director of the GP to run the ship, which leads me to conclude the suggestion I made some time ago may have been on the money.....

I just don't buy this story in any shape or form

You are not alone.
Although Mogridge has always spoken clearly and honestly, he has said not much more than it will take time.

[Football Predictor]

a number have mentioned FMA - there has been no announcement re this has there - you are just assuming they will look at it?

What are their powers?

[moimoi]

with the market at 0.26, the chord pullers perhaps just fending off a margin call by lobbing in a "fake offer" at 0.33.

If nothing else, gets the margin caller off ya back. :-) :-).

[Lizard]

Maybe George could go pick up CLS.ASX and merge them... seems he would be a good fit with Theo Baker over there... $20m of mixed cash, property and inter-related funds-management/lending/asset-management businesses for about $3m would be right up his alley. And nobody asks any difficult questions over there at the bottom order of the ASX. :)

[Football Predictor]

"Still amazed we've had no guidance from the company!'

- Company said on 10 October that it is appointing an independent advisor in accord with Takeovers Code, and "PGC notes that shareholders may wish to wait until they receive a copy of the target company statement (including the independent adviser's report) before taking any further action regarding the offer. For more information, contain Bryan Mogridge 021 931 355"

[Xerof]

There is a standard "notice and pause" period of two weeks before they can formally make the offer. This also gives time for the independent report to be prepared.

I am surprised they haven't posted an explicit "don't sell" notice which leads me to think the "independents" are just going to roll over and let this happen

[corlemar]

There is a standard "notice and pause" period of two weeks before they can formally make the offer. This also gives time for the independent report to be prepared.

I am surprised they haven't posted an explicit "don't sell" notice which leads me to think the "independents" are just going to roll over and let this happen

I'm extremely disappointed with this weeks news......yes like most s.holders, we got our piece of HNZ, though I genuinely believed PGC was heading in the right direction and has huge potential (which is why GK et al - to me are trying to pick it up on the cheap). But if the NTA is $0.60 which was revised down only weeks ago when the results were announced, then i fail to see how the "independents" can give this the green light in the interests of s.holders when the offer is a touch over half the value of the company....time will tell i guess !!!

[SCOTTY]

There is an excellant article in the Press today by Chalkie. As a shareholder I am very annoyed with the current PGC Board, as like Chalkie, I believe that the PGW shareholding should be distributed to the PGC shareholders as should the Heartland holding. And, what was PGC doing buying back into Heatland any way, after they had done the demerger distribution? Chalkie does an excellant analysis:
http://www.stuff.co.nz/the-press/business/5813022/The-Mystery-of-Baker-Street-Capital#Share.

[winner69]

There is an excellant article in the Press today by Chalkie. As a shareholder I am very annoyed with the current PGC Board, as like Chalkie, I believe that the PGW shareholding should be distributed to the PGC shareholders as should the Heartland holding. And, what was PGC doing buying back into Heatland any way, after they had done the demerger distribution? Chalkie does an excellant analysis:
http://www.stuff.co.nz/the-press/business/5813022/The-Mystery-of-Baker-Street-Capital#Share.

,,, as Chalkie says after the takeover goes ahead Kerr will have a 13-14% say in HNZ

Sneaky buggers eh

[Marilyn Munroe]

http://www.stuff.co.nz/business/industries/5817821/Call-for-director-to-step-down

From the article;

"Reese Hart, the former chairman of meat company Silver Fern Farms and well versed in governance issues, "

Is Marta being snarky and referring to Silver Ferns entanglement in litigation because of its takeover of Richmond?

Boop boop de do

Marilyn

[Xerof]

Not sure Reece was there at the beginning of the Richmond takeover, but they certainly learned a lesson in how not to do a takeover. I'm sure he's not a slow learner, unlike those currently in the spotlight


Perhaps she's referring to the fact that PPCS began the takeover well before the 'official' announcement, and paid the penalty (forfeiture of all shares warehoused by third parties......)

Of course, the difference with PPCS/Richmond was the target Company had aggressively independent directors.....

[Random_Walker]

http://www.stuff.co.nz/business/industries/5851051/PGC-independents-challenged

Thoughts?

[percy]

Looks as though the AGM is guaranteed to be fun.Sorry I will miss it.Fireworks.A couple of years ago George Gould stood up and thanked George Kerr for saving PGC.Yeah right!!!

[Xerof]

It might be worth buying 200 shares as an entry fee just to see the squirming at the front desk

[percy]

It might be worth buying 200 shares as an entry fee just to see the squirming at the front desk
Cheap entertainment,however I will be out of town.
Be interesting to see how good a shot someone is with a free range or duck's egg.!!! Look forward to it appearing on "you tube".

[geezy]

It says there is a market update from the announcement. Has anyone got any access to its contents?

[percy]

It says there is a market update from the announcement. Has anyone got any access to its contents?
Sorry can't give you the straight link, but go to www.nzx.com then enter pgc in search,then go to announcements,then market update.[ clicking all the way ]

[geezy]

Sorry can't give you the straight link, but go to www.nzx.com then enter pgc in search,then go to announcements,then market update.[ clicking all the way ]

Thanks for that Percy, i could understand why, its in a PDF form. not much in it except that the two independant directors are "disinterested" and an independent valuation will be done.

I guess we will find out the real NTA then?

[winner69]

It should be the same as the in the ann accounts that the DIRECTORS signed off. Not much has happened between then and now to change it. If GS come up with a substantially different amount then the directors and management will be getting a "please explain" from many sources as the signed off the books as a true and fair reflection of asset values ... (can't remember the exact wording - someone posted it a while back?)

Their 'investment' in HNZ and PGW are worth less then when the accounts were signed off

[Xerof]

There is only one possible outcome here guys - GS will state very clearly that the offer is lowball, outside fair value, blah blah -as belg says, if thats not the case then "hold all tickets - there's a stewards inquiry"

I read Chris Lee's article (on prompting by percy) and actually consider his assessment is on the money for a change, although he is possibly slightly off-mark as to motives for making this offer......read as 'legitimising warehousing' rather than 'working together' IMO

come on FMA, stop pissing around with financial advisors working papers - go get'em

BTW, don't you love the phraseology - 'disinterested directors'......my, how appropriate is that

[Balance]

Old money versus new old money.

Fascinating contest - the challenge has been issued and the old money has to put up, shut up or make their own move.

[Balance]

On a "mark to market basis", then yes. But the market value of both HNZ and PGW should not be used in these fickle times and both have "enterprise" value that the market just isn't reflecting at present. If the offer is based on mark-to-market (actually its not as it appears way below) then it more reason to ignore the offer as pure junk.

Belg me ole mate, unfortunately that's how money is made from the majority of NZ shareholders who think that market price = real price.

Have a look at DIL and the comments made when the sp fell below 20 cents a few years ago. That's when the Americans moved in and said "thanks, New Zealanders, we knew we could count on your able brokers and commentators to round the stock our way cheap".

[SCOTTY]

On a "mark to market basis", then yes. But the market value of both HNZ and PGW should not be used in these fickle times and both have "enterprise" value that the market just isn't reflecting at present. If the offer is based on mark-to-market (actually its not as it appears way below) then it more reason to ignore the offer as pure junk.

Quite right - NTA values would give a far more accurate value, especially in the case of Heartland. Definately enterprise value for PGW.

[Random_Walker]

http://www.stuff.co.nz/business/5866612/Investor-bloc-wants-new-blood-on-board
(http://www.stuff.co.nz/business/5866612/Investor-bloc-wants-new-blood-on-board)
Where is the Shareholders Association in all this? Have they made a position known yet?

[percy]

[
Where is the Shareholders Association in all this? Have they made a position known yet?[/QUOTE]

If they have any sense,laying low,after making a complete fool of themselves last AGM asking questions that had already been answered.

[Grantas]

https://www.nzx.com/companies/PGC/announcements/215712

Recomendation from Independent Directors in view of the fact AEP wishes to "accellerate" its takeover bid.

[corlemar]

Methinks they may have left it too late hence the urgency

Stupid question perhaps, but what benefit is it for GK et al, to speed matters up.....I mean does this really change anything ? Are they trying to force the sale prior to any independent appraisal from Grant Samuel being released ? Can they do this and if so, will it not be a case of holding station (don't sell) until messrs Mogridge and Irvine give some report back to shareholders

[Grantas]

https://www.nzx.com/files/attachments/148489.pdf

Chairmans speech at AGM

[rabcat]

I think they are trying to do this with urgency as there will be a full takeover offer made by Agria for PGW. This offer will be at a price above the 40 cents PGW is trading for now. Thus if they have completed the takeover of PGC they will make a quick windfall profit.
The above is all conjecture and as we know previously when PGC sold there shares in PGW to Agria it was stated that there was no deal to sell PGW finance to Heartland.
And my comment to that is as per the Tui ads!

[Grantas]

Tempted to return the offer document with "You're joking" scrawled acceoss it.

[janner]

Well why do you not ??

[janner]

I will hold mine to the end.. Just because i do not like to go down with out a fight..

Forget the lose !!..

[Balance]

I will hold mine to the end.. Just because i do not like to go down with out a fight..

Forget the lose !!..

Where's the fight?

All that GK and Baker are doing is give those who were aggressively selling down the stock to get out at a better price than in the market.

The rest can stay in.

Just because the market is down on a stock does not mean it stays down forever.

The loose stock which have been hanging about will now get taken out.

[geezy]

Balance, wouldn't this mean the stock gets de-listed as well ? and it makes no difference even though we choose not to sell ?

[Balance]

Balance, wouldn't this mean the stock gets de-listed as well ? and it makes no difference even though we choose not to sell ?

Depends on how many choose to sell - if it's 90% plus, then GK and Baker will move to compulsory acquisition of remainder.

There are many NZ listed companies with significant ownerships like Metlife, Briscoe, MHI etc which remain listed.

[geezy]

Yeah, i m hoping it doesn't go that way , it seems to me that with every opportunity to sell, the shareholders in NZ seem to take it. Take Bernard Whimp for example.

[SCOTTY]

Sunday Star Times today - PGC Fund in land buy:

http://www.stuff.co.nz/business/5915952/PGC-fund-in-land-buy

[Grantas]

Can't remember if it was discussed here but what is PGC's percentage stake in the Torchlight funds? This has always seems quite murky as to who owns what but remember PGC fronting up with cash initially. Then it got tangled up supporting South Canterbury Finance, got its money back under the Govt guarantee and after that the trail seemed to go cold as to what it was investing in. Maybe it was this land, and how does that factor into the NTA of PGC. As a shareholder in PGC must admit I'd be too nervous to bend over to pick up any dropped soap.

[Xerof]

15 mill, according to the AR, written down due to impaired investments in Oz

I thought Mogridge resigned from Heartland??

BTW, Mogridge declared a holding in Torchlight LP1 on a personal basis earlier this year, so seems to me that he is far from a disinterested director in this takeover offer

Gee, thats a fairly damning article SCOTTY which should raise all sorts of inquiry. GK and Darby are/were business partners in queenstown property developments. Given the 'secrecy' of the historic transaction between Torchlight and Darby entities, it doesnt inspire confidence that these are arms length transactions. Of course they might well be but not a good look

[SCOTTY]

15 mill, according to the AR, written down due to impaired investments in Oz

I thought Mogridge resigned from Heartland??

BTW, Mogridge declared a holding in Torchlight LP1 on a personal basis earlier this year, so seems to me that he is far from a disinterested director in this takeover offer

Gee, thats a fairly damning article SCOTTY which should raise all sorts of inquiry. GK and Darby are/were business partners in queenstown property developments. Given the 'secrecy' of the historic transaction between Torchlight and Darby entities, it doesnt inspire confidence that these are arms length transactions. Of course they might well be but not a good look
The question is, are these deals going to be profitable for PGC shareholders going foreward? Georges offer price is so low so why not stay on for the ride and see what happens? Keeping PGC and not accepting Georges offer is probably the only way to get value out. Or are shareholders always going to be shafted in this company? I had been hopeful of receiving my share of a PGW/Heartland distribution which regretably will not be happening in the short term - if ever.

[Xerof]

A search on Coys Office confirms Mogridge resigned as Torchlight director last week, as stated in the article. About bloody time......see my previous comment on his personal interest in Torchlight


The question is, are these deals going to be profitable for PGC shareholders going foreward?

First things first SCOTTY - what needs to be addressed before anyone can determine if these deals will be good for PGC shareholders is whether they are 'kosha'. Not saying they aren't, but it's not a good look is it?

The last example of channelling related party assets into other controlled entities, at uncontested prices, and using other peoples money without them knowing, was seen in recent times out of Timaru, and that invited Statutory Management

[Grantas]

https://www.nzx.com/companies/PGC/announcements/215971

A fast response. Good to see more timely directors responses ..lets hope it continues.

[Breastwork]

https://www.nzx.com/companies/PGC/announcements/215971

A fast response. Good to see more timely directors responses ..lets hope it continues.

Yes, amazing speed given his past responses.
Poor chap, wonder if he realises that he is losing his good name supporting a person who has used up his credit.

Word has it that's the reason ACC sold out.

[winner69]

Torchlight, the distressed asset management company run by George Kerr, was the buyer of land in a recently announced approval from the Overseas Investment Office, Pyne Gould Corp has confirmed.
http://www.sharechat.co.nz/article/b53c6440/torchlight-buyer-of-land-at-jacks-point-in-deal-that-predated-kerr-takeover-offer.html

.... and its on the internet so it must be true .... distressed that is

[Balance]

Facscinating disclosure of Baker Street trading in the latest ann. here ... https://www.nzx.com/companies/PGC/announcements/216069

Since the cancellation back on 30/05/11 they've been buying and around the 39-40c mark. Obviously they'll now "selling" out at 33c and taking a "loss". Absolutely Facscinating !!!

Nothing compared with the loss that George is taking - 8m shares bought initially at $4.50 to $5.00, then millions more at over 80 cents and now worth less than 30 cents (adjusted for HNZ etc).

[corlemar]

Facscinating disclosure of Baker Street trading in the latest ann. here ... https://www.nzx.com/companies/PGC/announcements/216069

Since the cancellation back on 30/05/11 they've been buying and around the 39-40c mark. Obviously they'll now "selling" out at 33c and taking a "loss". Absolutely Facscinating !!!

I thought that Belg, though having thought this through, maybe they would snap up the difference from shareholders at $0.33c (dollar cost averaging). Eitherway, it seems clear that for this deal to be pushed through GK needs BS, prob to get over the 50% mark - otherwise why not go it alone ? That said i dare say that wotever has been thrashed out between the two parties, they'll be a sweetner in there somewhere for them.......as per usual mind the shareholders get screwed over !

[Xerof]

The sweetner is they hope to STEAL the company off you guys. Despite my own view that BS is a warehouse for GK, which may/may not incur the wrath of our enquiring authorities, there is a certain logic in them joining forces to screw everyone else.

They are both currently screwed on their investments in terms of pricing (GK far more than BS), they both hold blocking stakes, so neither can really tempt each other to sell unless the price is outrageous, and it makes no commercial sense to either of them to get into a dutch auction for your shares by over bidding each other. So collaboration is the only way forward, and the rest of the shareholders will now take the hit by accepting 33 cents for whats probably worth nearer 45/50, then they'll pick off the assets at fair value over time to recoup their losses.

You guys need to sit tight, get with the ginger group thats forming, put up some truely independents and kick the dickhead into touch.

[nwood]

Offer extended, price increased :)

[rabcat]

The new offer is still a low ball offer.

The most interesting thing to come out today is that the independent directors state they will not be selling their shares!

[percy]

The new offer is still a low ball offer.

The most interesting thing to come out today is that the independent directors state they will not be selling their shares!

I believe George Gould sold out at 27 or 28 cents.!!!!

[Xerof]

Perhaps thats the price he was willing to accept for disassociation with the muppet.........

[king of prussia]

Check out Jason Weiss and Terrapin Palisade Ventures possibly the new investor with Torchlight and the buyer of shares behind Vadim Perelman they are both involved in movie production also Weiss involved with Darby. Lots of Dots join up re OIC and PGC notices this year and last year. pure speculation though. Land at Queenstown and Wanaka the big carrot

[Grantas]

http://www.terrapinpalisades.com/

[king of prussia]

someones pen may have slipped when the registered Torchlight JPVL holdings ltd (3016201)

[Grantas]

http://www.business.govt.nz/companies/app/ui/pages/companies/3016201?backurl=%2Fcompanies%2Fapp%2Fui%2Fpages%2F companies%2Fsearch%3Fmode%3Dstandard%26type%3Denti ties%26q%3DTorchlight%2520JPVL%2520holdings%2520lt d%2520%283016201%29

[Grantas]

Its interesting to read the Independent Advisors Report ( https://www.nzx.com/files/attachments/149423.pdf ), it outlines PGC's investments well (especially the Torchlight Fund) showing the relationships between each part of the Company and notes that the loss of 140m for the 2011 was largely due to revaluations done by the directors. None of these losses appear to have been actually realised. Impression is that PGC has value in it, over a longer period of time and that the AEP offer is opportunistic if not just plain greedy. Personally, I intend to do nothing and see where the ride ends up.

[RazorX]

I'm with you here Grantas. I'm in the nasty position where I don't have enough shares to sell to make it worthwhile, nore enough to worry about looking at the offer.

[Football Predictor]

A question. Baker St owns 19.8% of PGC. i haven't calculated their actual average cost but it appears around 36 cents. It will own 20% of AEP. Assume AEP gets 100% of PGC, which it won't, then Baker St effectively swaps it PGC holding dollar for dollar. Far more likely is say a 50% holding, which means Baker St swaps 20% of PGC for effectively 10% of PGC.

Have I missed something here? Is Baker St getting some payment from Kerr for the difference? If so, is it disclosed?

Or, is Baker St warehousing the shares for Kerr - as the transaction above doesn't make sense. Does any one know the answer, also, if the FMA has been informed if the situation looks unclear from all the documents?

[king of prussia]

On the companies register today neither citibank nominees or Baker st are listed as substantial share holders. In Grant samuel report as at 31/10/2011 sec dep held 69934000 shares, as of today sec dec holds 35790512. Baker st/citicorp shares have obviously changed hands so where are they.

There has been no change to list of substantial share holders except a large increase by harrogate trustee.

As of today Gould family Holdings is still listed as a share holder on companies reg but was not on the Grant samuels list. (7,417,405 shares)

lots of shares in cyberville. call the FMA

[Lizard]

On the companies register today neither citibank nominees or Baker st are listed as substantial share holders. In Grant samuel report as at 31/10/2011 sec dep held 69934000 shares, as of today sec dec holds 35790512. Baker st/citicorp shares have obviously changed hands so where are they.

There has been no change to list of substantial share holders except a large increase by harrogate trustee.

As of today Gould family Holdings is still listed as a share holder on companies reg but was not on the Grant samuels list. (7,417,405 shares)

lots of shares in cyberville. call the FMA

Sorry to be dense, but what are you saying? Companies Register looks very out of date, with last update in May as far as I can see. Grant Samuel will have got their figures direct from the registry, so a bit more meaningful. After that, only the SSH notices can give any clues as to who holds through which nominee or via the depositary?

[king of prussia]

The page I was looking on the companies register at was updated on the 18th of November.

[king of prussia]

Theory number one..... Secret US investor does equities/share swap deal in July 2010 with PGC. Secret investor buys shares in PGC and then swaps shares for equity when OIC approval comes through end of September, which is when takeover announced. This OIC ruling kept hush -hush so HNZ deal not jeopardized. All this done via torchlight which is a "private fund " to use Bryan Mogridges words and therefore is not on public record.

George Kerr may not have had an executive roll in PGC but all his mates do including the PGC General counsel Micheal Tinkler who is a share holder in Pyne Holdings

[winner69]

You guys must be getting axcited about all this money Torchlight is spending ... apparently another $200m odd buying Bank of Scotland assets

[king of prussia]

BOSI subsidiaries assign corporate debt to Torchlight Real Estate Fund
by: Bridget Carter From: The Australian November 18, 2011 12:00AM

FUNDING: Bank of Scotland has retreated further from the Australian market after it offloaded about $180 million worth of loans to New Zealand private equity firm Torchlight.

Residential Community Living Group, a listed company previously managed by failed investment bank Babcock & Brown, yesterday said BOSI subsidiaries Bank of Scotland (Australia) and Capital Finance had reached a deal to assign its project and corporate debt to Torchlight Real Estate Fund.

RCL Group said Torchlight had also approached the company with a recapitalisation plan, with the discussions preliminary and incomplete.

[GTM 3442]

Theory number one..... This OIC ruling kept hush -hush so HNZ deal not jeopardized.

Who does the "hushing " ? The OIC ?

[Lizard]

The page I was looking on the companies register at was updated on the 18th of November.
Okay, but the numbers of shares you quoted were declared in the "update shares" document filed at the companies office on the 31st May: http://www.business.govt.nz/companies/app/ui/pages/companies/345624/15247101/entityFilingRequirement?backurl=%2Fcompanies%2Fapp %2Fui%2Fpages%2Fcompanies%2F345624%2Fdocuments. I think you will find the "last updated 18 November" on the top right of the shareholdings tab actually refers to the last date new info was entered to PGC's company record... if you look at the "documents" list, you will find the last document filed was the "Target Company Statement" on 18 November. They are pretty slow to file things - often takes months for reports and updates to make their way here. SSH notices should tell you more. Otherwise, for more detail, you have to make a request to the Registry, I think.


Theory number one..... Secret US investor does equities/share swap deal in July 2010 with PGC. Secret investor buys shares in PGC and then swaps shares for equity when OIC approval comes through end of September, ...

So you are confusing me again... what is the difference between shares in PGC and equity in PGC? Or are you suggesting that "they" swapped shares in PGC for equity in another entity?

[Grantas]

https://www.nzx.com/companies/PGC/announcements/216737

38.67%

[SCOTTY]

One thing that really bugs me is the fact that the PGGW and Heartland shares were not distributed. At the PGC AGM the matter of the PGGW/Heartland distribution was raised. The Independent Directors claimed that a distribution would be too costly which did not ring true to me (simple arithmatic and no brokerage!!). On reading 23.4(b) in the Target Company Statement dated November 2011 it states that the PGGW and Heartland shareholdings were secured on 30 August 2011 to raise a bank loan of $16,531,428.80 to buy a 6.02% shareholding in HNZL @ 75/65cps!!

No wonder the shares were not distributed. If the AEP offer is successful it will be a nice little gift to George and his mates. I can not see how this transaction is beneficial to the existing PGC shareholders. As a PGC shareholder I feel very let down by the Independent Directors.

[Xerof]

Or are you suggesting that "they" swapped shares in PGC for equity in another entity?

I think KoP is indeed suggesting that Liz - we have just had the revelation that there is a new subscriber to equity in Torchlight GP1.......leave it to you to join those dots.....

KoP, a question for you - do you know who is on the Torchlight GP1 investment committee that approved the 2010 purchase of the Queenstown land package from Darby and Kerr?

[Xerof]

I can not see how this transaction is beneficial to the existing PGC shareholders

SCOTTY, what makes you think anything they do is of benefit to you shareholders? there is only one beneficiary in this sorry affair

edit: whoops sorry, two beneficiaries - I haven't seen a statement to the contrary from him yet, so your 'independent director' Mogridge remains an investor in Torchlight on a personal basis

[percy]

One thing that really bugs me is the fact that the PGGW and Heartland shares were not distributed. At the PGC AGM the matter of the PGGW/Heartland distribution was raised. The Independent Directors claimed that a distribution would be too costly which did not ring true to me (simple arithmatic and no brokerage!!). On reading 23.4(b) in the Target Company Statement dated November 2011 it states that the PGGW and Heartland shareholdings were secured on 30 August 2011 to raise a bank loan of $16,531,428.80 to buy a 6.02% shareholding in HNZL @ 75/65cps!!

No wonder the shares were not distributed. If the AEP offer is successful it will be a nice little gift to George and his mates. I can not see how this transaction is beneficial to the existing PGC shareholders. As a PGC shareholder I feel very let down by the Independent Directors.

Seems to me the independant directors are either naughty,or very naughty.
Would make you feel more comfortable had they told the truth.
iWonder how Mogridge felt finding out Baker street was GK's pal Darby and his Yank mates.

[Xerof]

I think the mere fact that Mogridge claims to have never made contact or enquired as to motive of Baker Street prior to GK and BS launching the T/O provides a compelling statement of complicity and reinforces my suspicion of warehousing. What director worth his salt would NOT contact a new and significant shareholder on his register - get real Bryan

The veil of secrecy that was lifted by the SST has blown this apart, but I guess the relevant authorities want to wait until Monday before knocking on the door........

[Grantas]

http://www.fma.govt.nz/

https://www.nzx.com/regulators/DISP

Are these the guys that knock on doors? Wondering if they've even noticed.

[SCOTTY]

Seems to me the independant directors are either naughty,or very naughty.
Would make you feel more comfortable had they told the truth.
iWonder how Mogridge felt finding out Baker street was GK's pal Darby and his Yank mates.

Yes, saying at the AGM that distributing to PGC shareholders would be too expensive when they should have said that they had used them as security against a bank loan to buy Heartland shares - very, very naughty indeed.

[Football Predictor]

Has anyone contacted FMA? What response did you get?

[Xerof]

Why don't you ask Reece Hart that question? He seems to be your only hope in seeking answers to Searching questions

Holding tight lads - the offer has been extended another week but no additional acceptances >1% since last week

Anybody know who is behind Galt Nominees? You only get one guess.......

They were the original owners of a large parcel of shares that have found their way into Torchlight. Bought for 9 cents by Galt and another name, AEP (not the new one). Bought by Torchlight in three or more tranches, coincidentally, each time the price spiked to 12 cents or close to that (three or four times) ........., then very shortly after, IEF announced some terrible news and the price is now at 5 cents.....thats AUD6 mill wiped out in Torchlight

One transfer notified by SSH involves a Wanaka name who appears to have bought some on a Friday, and sold them on the next Monday - refer to SSH notices. Tens of millions of shares, in a company that has daily turnover of less than 200/500k.

A Chris Lee article alerted me to this in an article that percy insisted we all read, and some cursory research shows that Lee had perhaps got his facts wrong by one degree of separation. Lee said Torchight underwrote the issue but in actual fact it was Galt/AEP

IEF.asx is the company in question, which is now also subject to a bid for management rights or something similar by your Torchlight friends - refer to notices. PGC has 15mill of shareholders money in there - nice of them to keep you all informed of what you are funding, isn't it?

All these transactions are a matter of public record - you join the dots to reach whatever conclusion you feel comfortable with.


I have reached mine.......

[Grantas]

https://www.nzx.com/files/attachments/150309.pdf

42%

[SCOTTY]

Offer extended to 6th Jan. What sort of Bull S. game is this?

[janner]

Haahhhaaaaa.. It is a B/S game indeed.. Does wonders for their reputation... Brian included..

[percy]

Offer extended to 6th Jan. What sort of Bull S. game is this?

I am reminded of the time Rob Muldoon left the National party.It was said it was better having him in the tent peeing out,rather than having him outside the tent peeing in.Only trouble was he was inside the tent peeing everywhere.
Looks as though GK has gone one better being in the tent bull sh++ting everywhere.

[SCOTTY]

509,849 shares worth $178,447 traded on market today @ 35c, 2c below the 37c offer price. Just wondering who is buying and why are the sellers not taking the 37c from George?

[Master98]

maybe the sellers need quick cash for xmas, T/O offer has extended for n times. lol

[Xerof]

509,849 shares worth $178,447 traded on market today @ 35c, 2c below the 37c offer price. Just wondering who is buying and why are the sellers not taking the 37c from George?



you don't get paid out at 37 unless he goes unconditional - far from that situation still.

Nice article by Bridgeman in the NBR today, picking up on all the disturbing impressions I raised about the IEF share transactions and the Jacks Point land transactions....keep digging Duncan - South Canterbury Finance had/have 30mill invested in Torchlight, not 22mill - this was updated in one of their last revisions to the debenture prospectus in 2010

I'd still like to know who is on Torchlights investment committee.........

[Grantas]

http://www.nzherald.co.nz/nz/news/article.cfm?c_id=1&objectid=10772480

http://www.business.govt.nz/companies/app/ui/pages/companies/1256563/detail?backurl=%2Fcompanies%2Fapp%2Fui%2Fpages%2Fc ompanies%2F1256563%3Fbackurl%3D%252Fcompanies%252F app%252Fui%252Fpages%252Fcompanies%252Fsearch%253F mode%253Dstandard%2526type%253Dentities%2526q%253D EQUITY%252520PARTNERS%252520LIMITED

http://www.business.govt.nz/companies/app/ui/pages/companies/1731565/15677723/entityFilingRequirement?backurl=%2Fcompanies%2Fapp %2Fui%2Fpages%2Fcompanies%2F1731565%2Fdetail%3Fbac kurl%3D%252Fcompanies%252Fapp%252Fui%252Fpages%252 Fcompanies%252F1731565%253Fbackurl%253D%25252Fcomp anies%25252Fapp%25252Fui%25252Fpages%25252Fcompani es%25252Fsearch%25253Fmode%25253Dstandard%252526ty pe%25253Dentities%252526q%25253DTe%25252520Arai%25 252520Coastal%25252520Lands%25252520Ltd

Once you stsrt, can just keep going through companies where the shareholders are or have been, Duncan, Kerr, Darby or Richardson or any combination of.

[Breastwork]

http://www.stuff.co.nz/business/blogs/the-bottom-line/6088535/What-George-Kerr-really-wants-for-Christmas

[Breastwork]

Can anyone explain/suggest what Baker Street might hope to achieve with their stake?

[Grantas]

https://www.nzx.com/files/attachments/150795.pdf

More cash into the PGC kitty

[SCOTTY]

There is an interesting article in the Christchurch Press today:

BAOBAB, a US hedge fund which has about 4% of PGC is disputing the 49 - 57c valuation by Grant Samuel. Their valuation is 69cps. The comparative values in the article are:

GRANT SAMUEL / BAOBAB

PGG Wrightson Stake $28.2m / $50.5m
Heartland Stake 13.0m / 22.5m
Perpetual Trustee Business 11.5m / 37.0m
Perpetual Asset Management 7.4m / 8.5m
van Eyk Stake 5.6m / 18.0m
Epic shares 5.7m / zero

Personally I think that PGC should use the $14m that they are to receive from the NAB for the EPIC loan and pay off the the loan secured against their PGGW and HNZL shareholdings and distribute the PGGW and HNZL shares to the long suffering PGC shareholders.

[SCOTTY]

BAOBAB's PGW valuation is more aligned to mine ... not so sure about the others though.

Scotty, re PGW/HNZ, Agreed! I rather have the HNZ and PGW shares under my control than PGC's!

Absolutely agree Belgarion. Distributing the HNZ and PGW holdings would certainly give the independent directors some creditability. As I said in an earlier post, at the AGM when distribution was suggested from the floor, they said that distributing would be too expensive - they did not mention that they had been secured to the bank!! Now would be a good time to make amends. I suspect it will be too late if George and his band of merry men get control.

Maybe BAOBAB will make an offer

[Breastwork]

MONEY TALKS: Untangling George Kerr’s web around Pyne Gould

http://nz.finance.yahoo.com/news/MONEY-TALKS-Untangling-George-businessdesk-1174998708.html?x=0

[Breastwork]

Year of tumult, misfires and a seamless split.

http://i.stuff.co.nz/timaru-herald/business/6170729/Year-of-tumult-misfires-and-a-seamless-split

[Grantas]

SSH (Australasian Equity Partners Fund No. 1 LP (AEP))
3:37pm, 22 Dec 2011 | SSH

Relevant event being disclosed: Movement of 1% or more in substantial holding

Date of relevant event: 22 December 2011

To: NZX Limited

And: Pyne Gould Corporation Limited (PGC)

Date this disclosure made: 22 December 2011

Date last disclosure made: 16 December 2011

Substantial security holder(s) giving disclosure
Name(s): Australasian Equity Partners Fund No. 1 LP (AEP)
Contact details: Bell Gully Level 22
 Vero Centre
 48 Shortland Street
 Auckland
Contact name for queries: James Gibson / James Cooney
Telephone number: +64 9 916 8962 / +64 9 916 8620
Email: james.gibson@bellgully.com / james.cooney@bellgully.com
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Fully paid ordinary shares in PGC

Summary for AEP
For this disclosure,—
(a) total number held in class: 102,092,883
(b) total in class: 216,629,610
(c) total percentage held in class: 47.13%
For last disclosure,—
(a) total number held in class: 99,880,621
(b) total in class: 216,629,610
(c) total percentage held in class: 46.11%

[SCOTTY]

To stop them - someone needs to start buying up bigtime over the offer price - clearly there's no body out there that believes the valuation ...

There could be plenty believing the valuation but "no got the spondoolies". Would be hard to get passed GKs 47% now.

[Grantas]

SSH Notice - (Australasian Equity Partners Fund No. 1 LP)
8:30am, 4 Jan 2012 | SSH

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988

Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 30 December 2011
To: NZX Limited
And: Pyne Gould Corporation Limited (PGC)
Date this disclosure made: 30 December 2011
Date last disclosure made: 22 December 2011

Substantial security holder(s) giving disclosure

Name(s): Australasian Equity Partners Fund No. 1 LP (AEP)
Contact details: Bell Gully
 Level 22
 Vero Centre
 48 Shortland Street
 Auckland
Contact name for queries: James Gibson / James Cooney
Telephone number: +64 9 916 8962 / +64 9 916 8620
Email: james.gibson@bellgully.com / james.cooney@bellgully.com

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Fully paid ordinary shares in PGC
Summary for AEP

For this disclosure,—

(a) total number held in class: 104,857,461
(b) total in class: 216,629,610
(c) total percentage held in class: 48.40%

For last disclosure,—

(a) total number held in class: 102,092,883
(b) total in class: 216,629,610
(c) total percentage held in class: 47.13%

[janner]

Ho Humm ..... Just another one to put into the bottom drawer.. They WILL be worth something one day ..

[Xerof]

What will be fascinating to see is whether it goes unconditional at >50.1%, to gain 'control'. Given they want to privatise and delist so they can do whatever they want without having to report to anyone, I'd still be nervous of this not proceeding. Partial takeover will be messy for George, and he will have an extremely vocal and questioning group of minorities to tend to on an ongoing basis.

[janner]

So.. there goes Brian Moggeridge's reputation ..

He must now be very suspect on his calls from now on..

[janner]

Or should I say ...

Lack of calls !!! ..

[Xerof]

Bully Boy George forgets he is required to have independent directors if he doesn't get this to a compulsory acquisition stage - he will lose Irvine, who is already on the way out, Moggy is a lap-dog already, disguised as an independent, but has his slippers under a lot of Kerrs beds. Watch out for nominations for the next lap-dog - Tinkler, Naylor or God forbid, Darby

C'mon George, come clean, your 'threat' of dilution if s'holders don't give you what you want is wearing thin - after all a rights issue or even a private placement requires more of your own money, or you also get diluted out of a position of control, especially if 50/55% is all you can extract. It's taken months just to get 12% or so

Suggested next step - front up with an unconditional offer at a higher price, say 45c, extend for the final 60 days and everyone will be happy (ier)

Kia Kaha PGC shareholders

[janner]

Kia Kaha Xerof.. My pidddling amount may make all the difference..

[geezy]

M standing firm despite my huge losses. Hold tight guys.


What a sham!

[winner69]

Remember only 4 days to go and unless you sell to me by then you risk the shareprice falling and losing money .... so there .... very responsible of them to give punters this warning methinks

[Xerof]

Yes, winner, exactly what one expects from the "independent" director - sage advice and clear signs of panic......

[kizame]

Yes of course they are sooo considerate.
Of course if you hurry and sell before that calamity happens,you can sell to Mr Kerr,such good advice,but in the best interest of shareholders?

[winner69]

but the good guys sound like they are going to sell into the offer and rebuy back when the price tumbles .... smart guys these dudes .... and good on them saying that other punters have this option as well

Some might say not proper for guys like this offering such advice .... thought that was up to licensed financial advisors .... but then they did put the appropriate disclaimers on the notice ... good on them ... I just love good guys with the punters interests at heart ... but then again this was their fiduciary obligation wasn't it

[Morpheus]

NBR says it's inappropriate advice from the so-called independent directors ... could get the attention of the IRD.

[kizame]

Yes I think it is innapropriate.

[janner]

" Hopefully the FMA has opened a data file on recent goverance happenings at PGC, "...

BWAHAHAHHAAHAAA... CHOKE ...CHOKE.... BWAHHAAAHAAA..

The WHO ???.. Bwahahaaaa...

[percy]

$150mil mortgage,$150mil mortgage,$150mil mortgage,$100mil mortgage = $550 mil in total.Wonder what the market value of the assets are.? Big mortgages.!!! Interest being capitalised.Yeah Right.!!! While the amount borrowed increases,are the "assets" still losing value.?

[climbtree]

Ok, what's the easiest way to accept the offer? I've never understood why the SP of this was so low, or of HNZ. Kinda over it now though. I don't care if my influence is dilluted completely as long as all my money is still there. I think on the timescale I've been invested I would've been better leaving it in the bank.

[spmcg]

If you don't have the original offer and acceptance form sent you, which contains your particular information, then either ask the registry to resend or go to the NZX site and use the template form that was filed along with the disclosure notice. Just take that and insert your own CSN, holding etc. Since the offer now has been extended to Feb 15, there should be time to get the registry to resend.

[ETC]

Can they just keep on extending their offer until they reach the 90 percent?

[Lizard]

Can they just keep on extending their offer until they reach the 90 percent?

As I read the takeovers code (http://www.legislation.govt.nz/regulation/public/2007/0122/latest/DLM436628.html), they can extend by up to 60 days beyond the date at which minimum acceptance of 90% was waived. That would be through to about end of March.

[Romulus]

May be obvious, but now that AEP has declared the offer unconditional, when are they required to pay out the 37c under the offer? Is it within 7 days of going unconditional on 31 Jan or some later date.

[ETC]

So the slow grind persists until March. I hope they don't reach the 90% as a former shareholder I want to know what they're doing with the remnants of this company.

[Lizard]

May be obvious, but now that AEP has declared the offer unconditional, when are they required to pay out the 37c under the offer? Is it within 7 days of going unconditional on 31 Jan or some later date.

Yes, I think it should be within 7 days as you suggest.
http://www.legislation.govt.nz/regulation/public/2000/0210/latest/DLM10397.html

[Romulus]

Thanks Lizard, I took it that way, but just not seen anything clearly pointing to it in the statement yesterday. Guess I know soon enough.

[climbtree]

Hey Climbtree, Please sell them on-market to ensure there's enough for a blocking stake ... :) ... should get 37.5 cents by the 15th :)

How do you figure? An extra half cent a share though, that'll probably cover brokerage!

[Breastwork]

Ha Ha. Just heard that Kerr and Carolan have been doing a Hotchin and Watson in Hawaii.....

Good on ya boys. Your great great grandfathers would be proud of you.....

[SCOTTY]

Yes, I think it should be within 7 days as you suggest.
http://www.legislation.govt.nz/regulation/public/2000/0210/latest/DLM10397.html

Apparently unconditional as to acceptances does not mean payment in 7 days!! Bars....ds.

[Romulus]

Scotty, I'm afraid you are right- I checked with the Registry and they confirmed. How long can they drag this out, time value of money works in their favour. Is it hard to withdraw the acceptance as results will be out soon, so it positive I would of thought they would want to delay the announcement and if poorly then early. I thought the t/over code was to stop this type of thing.

[SCOTTY]

Scotty, I'm afraid you are right- I checked with the Registry and they confirmed. How long can they drag this out, time value of money works in their favour. Is it hard to withdraw the acceptance as results will be out soon, so it positive I would of thought they would want to delay the announcement and if poorly then early. I thought the t/over code was to stop this type of thing.

Yes, it maybe legal but it does not seem ethical. Maybe George is going to do the decent thing and increase the offer!!?? Will be interesting to see the results of not only PGC but also PGW and Heartland - all due out in the next couple of weeks or so. These results should all effect the valuation of PGC - interesting.

[Romulus]

Scotty, no doubt this saga will play out to George's tune. Guess it maybe a little silly of me to think that people still try and increase the size of the cake so we all get a bigger slice, rather than shift the slices onto their own plate. Appreciate your comments.

[GTM 3442]

Guess it maybe a little silly of me to think that people still try and increase the size of the cake so we all get a bigger slice, rather than shift the slices onto their own plate. Appreciate your comments.

And, of course, some people just keep buying bigger plates ? ! ? ! ? !

[Romulus]

The death of Lloyd Morrison only reinforced the old saying "Only The Good Die Young" and the gap between wealth creaters and wealth shifters. Someone here is going to live to ripe of age...

[Xerof]

Bully Boy George forgets he is required to have independent directors if he doesn't get this to a compulsory acquisition stage - he will lose Irvine, who is already on the way out, Moggy is a lap-dog already, disguised as an independent, but has his slippers under a lot of Kerrs beds. Watch out for nominations for the next lap-dog - Tinkler, Naylor or God forbid, Darby



Well, Tinkler and Naylor it is, as predicted on this channel a month ago

Now they are ripping 8m out of the EPIC shareholders (screwed every-which-way) to put into PGC coffers, read as Kerrs pocket

I see they are getting some stick in Australia for their dodgy bully-boy tactics with RCL and are in the sights of the Takeovers panel there - maybe a bit of scrutiny will uncover the real dirt, but I'm not holding my breath

[percy]

Very brave article by Chris Lee tonight.www.chrislee.co.nz taking stock.

[winner69]

He'd get banned from Sharetrader if he posted that here eh percy ..... maybe balance was chris lee after all

George will be happy this week .... even Chalkie told his readers that George could not give a stuff about PGC shareholders ... but prob pissed George off by saying they should grin and bear it and hold on to their shares

[Lizard]

He'd get banned from Sharetrader if he posted that here eh percy .....

Or more likely, Chris will be trying to get percy banned from ShareTrader for daring to post his name on those appalling internet forums....:eek2:

Btw, how did George acquire his original fortune? That must make for an interesting story.

[geezy]

Hi Belg,

Do you mind to share what are your plans?

I m quite pissed off too with the whole thing. We shareholders saved the co and look at how we are "rewarded"

[Lizard]

Had to do my own research on George. Here's a snippet for you Belg from an old PGC newsletter (http://www.pgc.co.nz/_upload/reports/Newsletter%20Approved.pdf):


As a more leisurely pursuit, George also enjoys reading and usually has four or five books on the go. His favourite quote from The Prince by Niccolò Machiavelli, written in 1532, is very relevant in today’s market: “Entrepreneurs are simply those who understand that there is little difference between obstacle and opportunity and are able to turn both to their advantage.”

So be careful there Belg - you're not an obstacle, but an opportunity....

[percy]

The next AGM should be fun, as there are a few "lovely" old chaps who do not mind standing up and calling a spade a spade.One old Reverend [Rev or Mr.Fitzgerald], who was a director has a great vocabulary,and does go on a bit.I might be tempted to buy back in just to go along for the fun.You can bet your boots every business reporter in the country will be there.!!!!

[geezy]

I think we are against the tide here, i hold a small amount after the split.. and m happy to sit it out and see what happens too :)

[Breastwork]

Somebody is not sitting back. Good on them.
http://pgcnz.blogspot.co.nz
Check it out.

[Grantas]

http://www.sharechat.co.nz/article/534753f0/sfo-seeks-deeper-ties-with-police-fma-to-target-fraud-more-aggressively.html

[Lizard]

I wouldn't use the word xxx'path. Machiavelli is more amoral rather than evil. But I take your point that Kerr is disinterested in the benefits accruing to his fellow shareholders.

That Kerr is on record quoting Machiavelli should have been a warning signal way back in the day that he was probably not someone to keep money with for an extended period of time.

So is there more info in the charities he chooses to support?


George is also involved with several charities, including Oasis Africa which runs a school for orphans in Kibera, Kenya; and the Black Dog Institute in Australia, which supports people with depression and bipolar disorder.

Of course, everyone gives money to African orphans, so wouldn't read much into that.

[Grantas]

http://www.sharechat.co.nz/article/23ef1c96/pyne-gould-ditches-wrightson-shares-for-heartland.html

First PGC ...then Heartland?