Lai See

PUBLISHED : Friday, 08 April, 2011, 12:00am
UPDATED : Monday, 27 June, 2016, 11:50am


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Regent Pacific offers lessons on how not to acquire a firm

Hong Kong-listed Regent Pacific is looking less than clever after its curiously managed pursuit of BC Iron, an Australian iron ore producer, went sadly awry.

In January Regent announced a A$3.30 per share cash offer for BCI - a A$209 million (HK$1.69 billion) deal.

Regent owned 19.5 per cent of BCI while Consmin, an Australian-listed mineral company controlled by Ukrainian billionaire Gennady Bogolyubov, owns 20.8 per cent, making it the controlling shareholder.

Regent's bid represented a 30 per cent premium to BCI's two-month weighted average share price of A$2.54 but was only a 4 per cent premium to its closing price prior to the bid, as there had been a sharp increase in the share price in the days before the bid was announced.

In March, however, Regent announced that it was withdrawing its bid because it believed that Consmin was opposed to the deal. This was based on an article published on a United States website which said that Consmin was 'flatly opposed' to the deal without quoting anyone directly.

However, Consmin told Lai See that Regent had sent a letter asking for its unequivocal support for the deal, but Consmin replied saying that they would form its view after receiving the independent expert's valuation report. It seems odd that Regent didn't make more effort to sound out the majority shareholder's view before making its move.

BCI appealed to the Australian Takeovers Panel for a declaration of unacceptable circumstances and an order requiring Regent Pacific to proceed with the proposal. The panel duly reached that conclusion earlier this week. The panel noted that two of the clauses in the scheme of arrangement contained provisions enabling Regent Pacific to terminate the takeover but were not made public. The panel commented that as a result of this non-disclosure, 'the acquisition of control over voting shares in BCI has not taken place in an efficient, competitive and informed market'.

Following this announcement Regent said it might not be able to proceed with the takeover because Standard Chartered has withdrawn the funding that it was to use for the acquisition, though this begs the question of whether the funding was withdrawn because Regent had said in March it was abandoning the deal.

Regent's behaviour has not endeared itself to the mining community in Australia, where, for example, The Australian ran a headline 'Regent Pacific's BCI offer shows signs of 'bluff bid'.' The regulators will also not have been impressed and Regent may find that the Australian Foreign Investment Review Board is less accommodating when it approaches it for approval for Australian takeover targets in the future.

The campaign does not appear to have advanced Regent's vision as described on its website of becoming 'Hong Kong's next major mining house'.

Rusal turns back on yuan

When the possibility of issuing yuan bonds became a reality late last year no company was keener than Russian aluminium company Rusal to step forward to say it was giving it serious consideration. Rusal's director of capital markets, Oleg Mukhamedshin, said last September that the company had spoken to potential investors, and that because expanding Rusal's presence in China is a strategic goal, the company ought to have a larger presence in financial markets in the region.

So there was some surprise when Mukhamedshin recently told Reuters: 'At the moment we are not interested in borrowing in renminbi. If you compare renminbi and US dollars, the current market seems a bit expensive for us.'

Instead the company has been busy issuing rouble bonds with a successful 30 billion rouble (HK$8.25 billion) last month and another 15 billion rouble offer under way.

GBP8m morale booster

There appears to be light at the end of the tunnel for beleaguered architectural firm RMJM which has been haemorraging staff in recent months amid acrimony over unpaid or delayed wages to staff in its Hong Kong and US offices. In recent weeks the Morrison family which controls the firm, one of the world's top 10 architectural practices, has injected GBP8 million (HK$101.45 million) in a refinancing scheme designed to ease cash flow problems, according to the magazine Building Design. The new package was expected to come into effect at the beginning of April.

In early March a principal architect Catherine Siu fired off an e-mail to chief executive Peter Morrison (pictured) criticising the way he was running the firm and circulated it throughout the firm and was subsequently suspended. Last year most of its China team left the company.