There is a dashing new corporate raider on the scene. Yet, so elusive is this takeover merchant that the only clues we have to its existence are a name, Kibble Trading Co, and a status, partnership.
The mysterious Kibble made a takeover bid for Rimcorp Property Trust No. 4 last month.
It was a generous offer but quite bizarre, as the Rimcorp trust was just six weeks from being wound up. In fact it was wound up on Friday.
In the takeover offer, there were no details given about Kibble, or the people behind it, its domicile, its financials.
We have heard four views:
”It’s a partnership. Two American guys” – Jenny Hutson, the founder of Wellington Capital, which manages the Rimcorp funds.
”It’s a ghost” – John Ballhausen, one of the founders of Rimcorp and an investor who was looking to wrest the management rights from Wellington.
”An entity with no apparent substance” – Ballhausen’s lawyers Clayton Utz in a complaint to the corporate regulator.
”(Laughter) I wouldn’t know. You would have to ask somebody else about that” – somebody from Macarthur Cook, the ASX-listed property group which sold its 20 per cent stake to the sphinx-like Kibble.
As you can see, there are a range of perspectives on this furtive interloper. Internet searches for Kibble threw up some interesting possibilities: dog food, a large bucket, even a rock of crack cocaine. But there was no evidence of a corporate Kibble that might have an interest in industrial property in Australia.
Where could it be domiciled, this Kibble? Reindeer Lane, North Pole? Could the Kibble partners be none other than Mr S. Claus himself and those little green and red fellows with pointy ears and pointy hats?
Why would anybody apart from Santa and his elves suddenly bob up on the scene and make a bid for a property trust, paying a 13 per cent premium to net tangible assets, when the thing was shortly to be wound up and they could simply buy the underlying properties clean?
In the end, Kibble’s offer for Rimcorp 4 was withdrawn. But that was not before the trust’s biggest unit-holder, Macarthur Cook, accepted. And this caps off our Christmas theory: the 13 per cent premium to NTA was Santa’s gift to Macarthur Cook.
The other unit-holders must be dismayed that Macarthur Cook got the Santa premium and they missed out. Typically in takeover bids, the offer must be made equally to all parties.
Only a few weeks earlier, Macarthur Cook had been plotting with John Ballhausen, whose associates also held 20 per cent of the trust. Together, almost 40 per cent and another 18 per cent were onside, ready to turf out Wellington as manager. Ballhausen had found some elfin oddities in the Rimcorp accounts – an entry for a couple of million in ”cost reimbursements” had been charged to the trusts, by Wellington.
A couple of other professional investors, APN and Brookfield, are onto this (they own stakes in the other trusts) and are not thrilled about the cost reimbursements either. Combined, these charges equate to almost 10 per cent of NTA for the trusts.
In any case, Ballhausen and Macarthur Cook demanded an explanation for the charges and were told they were interest rate swaps. They asked for proof. None was provided.
Hence their move to roll the manager Wellington Capital. Ballhausen was a founder of Rimcorp and says there was no need for interest rate protection as all the loans in the trust were fixed anyway.
So Ballhausen went on the warpath and was well down the track to turfing out Wellington when the mysterious Kibble suddenly lobbed into the picture with its bid for Rimcorp 4, a bid whose fine print required unit-holders to sign power of attorney to two executives from Wellington. Effectively, anybody accepting the offer would now sign over their voting rights to Wellington. Ballhausen was snookered.
Kibble ended up withdrawing its offer, citing failure to get to 90 per cent acceptances. It still, however, took Macarthur Cook’s stake, which neutered Ballhausen’s efforts to oust Wellington as manager. It was a big win for Wellington but now Wellington has Clayton Utz calling on the Australian Securities & Investments Commission to investigate.
ASIC had only finished investigating Wellington last year for the alleged stacking of a unit-holder meeting of its Premium Income Fund (PIF). During its investigation it found that before the meeting of unit-holders in PIF, ”a group of actors were hired as ‘stand-ins and seat fillers’, given units in PIF (and) ‘pink proxy forms’, and were asked to raise the proxy forms to vote in favour of Ms Hutson, who was chairing the meeting”.
”ASIC’s investigation revealed that PIF units were given to approximately 200 non-members about two days prior to the EGM by way of deeds of gift executed by a third party,” according to a letter by ASIC’s senior executive leader, Tim Mullaly.
Even so, no action was taken. It will certainly be interesting to find out the bona fides of Kibble, if we ever do. Let’s face it, Santa is a hard bloke to track down.