Scott Rochfort, Michael West and Ian Verrender reveal how ASIC chairman Tony D’Aloisio became a vigneron.
Just a short skip from the bustle of Melbourne’s CBD lies the Yarra Valley, home to some of Australia’s premier vineyards and wineries. Hemmed in by the Great Dividing Range, its unique combination of soil and climate – what the French refer to as terroir – produces wines of distinction, attracting producers of the likes of James Halliday and even the French house of Moet & Chandon.
Nestled in the midst of this bucolic splendour is the Oakridge Estate, a small top-end winemaker that incorporates 12 hectares of vines, a winery, a cellar-door operation and an upscale eatery for work-weary weekend day trippers.
The family owned operation is regarded by many as one of the valley’s best kept secrets. Few, however, would be aware that the family that owns Oakridge is that of Australian Securities and Investments Commission chairman Tony D’Aloisio.
Unlike his fellow regulator, Australian Competition and Consumer Commission chairman Graeme Samuel, D’Aloisio did not place his business interests in a blind trust upon his appointment.
Instead, D’Aloisio and his wife Ilana Atlas, bought the business in December 2007 – seven months after D’Aloisio was appointed ASIC chairman. And it was bought from the receivers of the collapsed West Australian operation Evans & Tate, a public company that went under on D’Aloisio’s watch.
While his wife is a director of Oakridge, D’Aloisio is a shareholder in the company, a venture he concedes is more than a weekend pastime. ”It’s a business not a hobby, and a wonderful contrast to ASIC and [it] keeps us in touch with the joys of owning a medium-sized business,” he said in a recent interview.
But details on how much the couple paid for the business are difficult to track down and were never disclosed to creditors and shareholders of the failed Evans & Tate. What is known is that in March 2006, more than a year before his appointment to ASIC, D’Aliosio lashed out $2.7 million to buy the Yarra Valley property from the Challenger Wine Trust. This effectively made him Evans & Tate’s landlord. The heavily indebted Perth company had been in a dire financial situation for years, having paid too much for its operations only to be slammed by a global wine glut.
On August 21, 2007, Evans & Tate directors finally submitted, calling in Ferrier Hodgson as voluntary administrators. The following day, the company’s main creditor, ANZ Banking Group, appointed McGrath Nicol as receiver and manager to protect their interests.
From that point on, the information trail goes cold. For, in an extraordinary turn of events, just 39 days after its collapse, ASIC agreed to grant Ferrier Hodgson relief from their obligations to produce financial accounts for Evans & Tate.
This is the shortest period the Herald has found for such an exemption to be granted to a listed company under outside administration. According to ASIC’s records, in the five years from 2003, the next shortest period for such an exemption was 97 days.
On October 1, three days after that exemption was granted to the administrators, a new company was registered with ASIC called Oakridge Wines Pty Ltd. On November 5, D’Aloisio’s wife, Ilana Atlas, was appointed a director. Then a month later, on December 19, the D’Aloisio family bought the winery operations and business from the receivers.
How much the couple paid for the Oakridge business is unclear. For unlike Evans & Tate’s main Margaret River operations – which were sold to McWilliams – there was no announcement to the Australian Securities Exchange about the sale.
Statements from the winery at the time of the sale gave the impression head winemaker Dave Bicknell was behind the purchase.
”Oakridge is once again family owned, and I’m happy to say, now includes the Bicknell family,” industry website Wine Front announced.
One hint at the possible purchase price is contained in a presentation of the old Evans & Tate run Oakridge Vineyard Pty Ltd. Buried in that presentation is mention of a $1.63 million ”asset sale” in December 2007 to another business, of which ASIC searches reveal D’Aloisio and his wife as directors.
The sale took place just five days after the administrator held its second creditors meeting – on December 14 – where it was deemed impossible to properly value Evans & Tate’s assets.
”It was noted … an accurate valuation of the group’s assets could not be determined until the receivers and managers had completed their asset realisation program,” the minutes record.
The dearth of information on the transaction and the sale price can be directly accredited to those exemptions granted by the regulator to Ferrier Hodgson three months before the sale.
While there is no suggestion that D’ Aloisio was involved in granting the exemption order issued by ASIC, according to Jeffrey Knapp, an accountancy academic at the University of NSW, the exemption order issued by ASIC to Evans and Tate was ”extraordinary”, particularly given the short period of time for the administrators to investigate the group.
”ASIC’s policies in Regulatory Guide 174 indicate that ASIC should not being issuing exemption orders to listed companies for financial reporting relief in the very early days of a voluntary administration before an administrator has concluded their investigations and Report to Creditors,” Knapp said.
As a result of that ASIC exemption, Evans & Tate never filed accounts for the year to June 30, 2007.
When the company re-emerged from administration, its new directors highlighted their struggle to find records from the sale of Evans & Tate’s various assets during the period when it was under administration.
The full-year 2008 accounts that were provided before Evans & Tate – since renamed Alexium, recapitalised and relisted in mid-2009 – note the lack of any financial records for the period. Even the auditor, PKF, delivered an adverse ruling on the 2008 accounts, blaming the lack of an audit report for the previous financial year.
The company also noted that ”despite numerous requests, only very limited historical financial information has been made available to the directors following the sale of the majority of the company’s assets to McWilliams Wines”.
But not only is there a black-hole in the company’s financial information, there are numerous accounting irregularities.
The Herald has counted more than 30 errors, irregularities and omissions in the 2008 financial accounts. There are large discrepancies between the numbers in the accounts and the report to creditors prepared by Ferrier Hodgson in October 2007. Interestingly, that said, the books and records were in order.
The creditors report originally said Evans & Tate reported a unaudited loss of $29.7 million in the year to June 30, 2007. But when the 2008 accounts were finally lodged, the loss recorded for the corresponding period in which no original accounts were produced was $89.6 million.
The extra $59.9 million in losses correlates to another area of the accounts where the numbers do not add up. The 2008 accounts note how the accumulated losses in July 2006 were $70.2 million. But the original audited accounts from 2006 show accumulated losses of $130.1 million.
This irregularity, according to Jeffrey Knapp, gave the impression that $59.9 million of accumulated losses were recycled into 2007, making the losses for the period for where there are no accounts look much worse.
Special counsel Stephen Yen told the Herald the commission had considered whether action was warranted but had found ”no instances where it has been considered necessary to proceed to a formal investigation”.
Mr Yen said the chairman had made all the appropriate disclosures to the Minister regarding the Oakridge acquisition.
Last June the Herald reported that more than 100 documents had been deleted from ASIC’s public database about the beginning of last year, coinciding with the Senate inquiry into the insolvency industry. The documents related to exemptions provided to administrators by the regulator, providing relief from financial reporting.
Mr D’Aloisio rejects any notion of a conflict of interest in purchasing an asset from a listed company in financial distress while chairman of ASIC.
Meanwhile, things seem to be going swimmingly at Oakridge. Awards are pouring in. The 2009 Pinot Noir is on special for $326.40 a case. And the family-owned estate is ”dedicated to producing outstanding and distinctive wines while providing visitors with a truly memorable wine and food experience”.