Dear All,
“A lot of people die fighting tyranny. The least I can do is vote against it.” Carl Icahn.
As many of you know, GVF is first and foremost a shareholder advocate. We search for undervalued securities around the world where our skill-set and, if necessary, our ability to engage in shareholder activism, can help to unlock value for the benefit of all shareholders.
Our investment strategy means that we spend much of our time standing up to the management teams and boards of underperforming companies - generally behind closed doors. Obviously, our overriding aim is to make money for GVF shareholders. However, we also take considerable satisfaction from going into situations where we are able to stand up to self-interest and unfair outcomes, often on behalf of smaller shareholders who, too often, do not have a voice in the market. The sense of fulfilment that comes from succeeding in these situations has always been a guiding force in my own investing career.
Throughout this year, GVF has had substantial engagement with the board of Contrarian Value Fund (CVF), a listed investment company (LIC) in Australia. GVF is the largest shareholder of CVF and has engaged to help bring forward solutions for the company’s weak performance and poor share price rating. One of these solutions included a potential merger offer with GVF. At the time that this indicative offer was discussed, CVF was sitting on a considerable deferred tax asset that would have otherwise been completely lost under a liquidation of the company. Our logic in presenting a merger offer to the CVF board was that, structured well, it could add considerable value to both CVF and GVF shareholders. Among other benefits, GVF shareholders were expected to gain the substantial benefit of utilising CVF’s large deferred tax assets. CVF shareholders would have had the opportunity of a full cash exit at their company’s NTA, faster and at less cost than would be the case under a winding-up. Alternatively, they could have continued an investment in GVF, enjoying a number of potential tax benefits in the process.
From the outset of our engagement with the CVF board, and regardless of our indicative merger proposal, we have repeatedly put to the CVF board that we fundamentally disagreed with their position that its investment manager, Arowana, was entitled to a substantial ‘termination fee’ under any restructuring or liquidation of the company.
As our engagement with the CVF board dragged on, markets rallied substantially and the size of CVF’s deferred tax assets shrunk considerably. More concerning to us as investors, was that we sadly formed a view that CVF’s directors were not sufficiently independent of Arowana to assess key issues like the manager’s ‘termination fee’. On 12 November 2020, GVF decided it was no longer in its interests to pursue a merger with CVF, and having lost confidence in the CVF board, took steps to remove three of the four company directors.
Since that time, the CVF board has rushed out a company liquidation proposal at close to NTA which includes what we believe to be an egregious and unjustifiable ‘termination fee’ to Arowana.
The Australian LIC industry will be what shareholders make it We have decided to take a public stand against the payment of this fee to Arowana. Our holding in CVF will be an incredibly successful investment for GVF, regardless of whether a ‘termination fee’ is now paid. Having invested into the company at a deep discount to asset backing, and then shepherded through an exit opportunity for all shareholders (albeit a far from acceptable one), GVF has already generated a c.66% annualised return on its investment, and still expects a further uplift from here.
Instead, the issues for us now are 1) the CVF board is unacceptably handing away shareholder capital to a manager who certainly has not earned it, and who has no reasonable right to it, in our view. And 2) an important principle for the Australian LIC industry:LIC investors are not a commodity. The capital in a LIC is made up of the hard-earned savings of Australian investors. It does not belong to an investment manager. It is not some bargaining chip for boards and managers to buy and sell. In the Australian market, too often managers try and hide behind long-term management agreements - as though putting in place a long service agreement should somehow shield them from poor performance and dissatisfied investors.
What you permit you promote. If investors accept boards handing their capital away without a fight, then the practice becomes normalised and underperforming boards and managers will become ever bolder in their reach. Ultimately, the Australian LIC industry will be what all shareholders permit it to be.What can you do to help? We have this week sentthis letterto all CVF shareholders. If you have the time to read our letter and find yourself agreeing with our arguments, we ask that: - If you are a CVF shareholder, please vote! We have set out how we believe CVF shareholders should vote at the pending AGM. If you have already voted, you can still change your vote up until 4pm AEDT on Sunday 13 December 2020
STEP 1: VISIThttps://www.votingonline.com.au/cvfagm2020 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC) For more information, please call Boardroom on1300 737 760(within Australia) and+61 2 9290 9600(outside Australia). - Forward this message on. We would like to reach as many potential CVF shareholders as possible over the coming two weeks. If you know other LIC investors in the markets - and you feel we have made a worthwhile case – forwarding this message on would help greatly in getting our message out. We note that the CVF share register has many E&P (formerly Evans and Dixons) clients. We would be particularly grateful if our email could be forwarded on to any likely E&P clients.
- Get in touch. If you are a CVF or GVF shareholder and would like to discuss any aspect of our letter, or the position we are taking at the pending AGM vote, Emma and I would be delighted to speak. Please feel free to reach us at[email protected]or0423 428 972and at[email protected]or0401 299 885.
Our Kind regards Miles and Emma
c/o Mertons Corporate Services Pty Ltd – Level 7 330 Collins Street – Melbourne – Victoria 3000 LANDLINE (UK) TEL:+44 (0)20 3874 2243 MOBILE (Australia):0423 428 972
www.globalvaluefund.com.au
Staude Capital Limited is an appointed representative of Mirabella Advisers LLP, which is authorised and regulated by the Financial Conduct Authority. Mirabella Financial Services LLP is the investment manager of the Global Value Fund and has seconded the investment team at Staude Capital to manage the Global Value Fund.
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