There are four main themes to answer. 1.The terrible business performance of BDT since IPO, which has caused the share pricecrash. 2. The structure of the current deal, and has it been well explained? 3.The price of the buyback. 4. What has ASIC done?
.
I don’t comment on point 1- there hasbeen plenty of investor fury vented on that point. On point 2 the structure ofthe deal is too clever by half. The Board and the lawyers have not explained itwith sufficient transparency (even after ASIC’s intervention), or discussedtheir conflicts of interest, but RSM’s report is good.
.
You are right on the main principles butsome of the numbers need to be considered in the light of RSM’s expert report. P27 of the report gives helpful context. BDT’s net asset value at 31 Dec 24 was 11.6 cents. However, RSM made two big adjustments to this to update the balance sheet to 30 April 25, as explained in their notes under the table. RSM allowed for further trading losses for the 4 monthsto 30 April with an equal cash outflow so “These forecast losses have also been adjusted for abovethrough a decrease cash and accordingly, [RSM]’s low and high scenarios show atotal adjustment to cash of $4.7m to $3.5m, respectively; AND “[RSM] haveadjusted inventory for impairment totalling $2.4m, comprising the fullwrite-down of Bolin finished goods of $2.1m, as well as a further $0.3m, beingManagement’s current assessment of other slow moving inventory” Together these two adjustments cut (7,058K) or (5,858K) out of the net asset values and so bring “the Assessed Fair Value per Share” down from $0.116 to between $0.072 and $0.079. I don’t argue with RSM’s adjustments: they are the experts and have been through BDT’s records.
.
Thus RSM say the true net asset value pershare is 7.2c to 7.9c. The first proposal was at 5c per share: the second one revised the buyback price to 7c per share. RSM said that that is still unfair, but it’s much closer to what they assess as the fair value (7.2c to 7.9c). That is the value before the cash outflow to fund the buyback. Since the buyback is at 7c, for every share that is bought at 7.0c the value of the remainder goes up slightly. That effect is marginal, but would have been a much bigger gain on a 5c buyback.
.
It’s true that the market price has risen a lot from3.6c but that is almost irrelevant. Miall and Calnon want to emphasise the big market gain that 5c or 7c made v 3.6c but it’s more relevant to look at the intrinsic value of the whole of the company, as RSM did.
.
My original objections to the deal were: (1) no expertreport to evaluate a very messy set of company figures, and an expert reportwas needed to comply with the spirit (and arguably the letter) of ASIC’s guidelineson “changes of control” led by “company insiders”..(2) at face value 5c wasmuch too low, although RSM’s work to adjust the 31 Dec NAV down a lot for lossesetc narrowed this gap a lot; (3) this was a de facto takeover that abused the principlesof the takeover law; (4) even though it was a takeover the proponents (Mialland Calnon) were not using any of their own funds, but making the companyitself pay not only 100% of the funding cost but also their own advisory costs;(5) the other directors and the lawyers blurred (I assume not by accident) the linesbetween acting for the company and on behalf of Miall and Calnon.
.
Objections (3) to (5) still stand. Objection (1) was dealtwith when they got an expect report; and objection (2) was largely dealt withwhen they increased the price to 7c, no doubt following strong protests from largeminority shareholders.
.
RSM’s report assessed the adjusted value per share as7.2c to 7.9c; thus although it is true that all of the cash to fund the buybackwill come from BDT itself, not from Miall and Calnon, the price difference pershare is small. If they did the buyback at 7.9c it would be fair, although thatignores that they are getting the company to pay the $375K cost of their advisors,which they sought to pay themselves. That is immoral, but apparently not illegal.
.
You say “It'sbewildering to me that ASIC haven't done more.” In fact ASIC did a lot- see my firstpost- and I commend them for doing so. ASIC worked behind the scenes. I only saw the ASIC press release because I get emails from ASIC’s corporate finance forum, where they gave the deal as example of the sort of transaction that they did not like, and described the approach that they took with BDT, including insisting on an expert report. ASIC also imposed a voting exclusion on Miall on the buyback resolution, they did not impose an exclusion on Calnon voting although I believe they should have done. The other major action was that ASIC threatened to take the deal to the Takeovers Panel unless BDT took the above actions and improved some of the ambiguus drafting of the first NOM. I had also made all of those objections to the advisers, who dismissed them. Lucky they took more notice of ASIC
.
ASIC did act quicklyand firmly here, which impressed me as BDT is a tiny co. I suspect that a shareholdercomplained to ASIC as the impetus to look at it. I had thought about complainingdirectly to the Takeovers Panel but was deterred, partly by the $2400 applicationfee but also as I had applied and failed with TOP in the Pact delisting saga. I had under 1m BDT shares and it just wasn’t worth the trouble.
.
ASIC has donethe right thing for BDT but they should have forced a voting exclusion on Calnonas well as Miall. The content of the NOM improved but it still contains ambiguities; the lawyers are trying to act for both the company and Miall and Calnon, which is a major conflict of interest, although neither the lawyers nor anyone else addresses that.
.
My objections(3) to (5) still apply even after the large improvements that ASIC insisted on.I think that ASIC was not responsible for the price increase from 5c to 7c:that must have been an almost immediate reaction by Miall and Calnon to investorcomplaints.
.
I still believethat use of the buyback as a loophole in the takeovers law is on shaky ground.It is a pity that ASIC didn’t pursue that with TOP. Once the bid was increased to7c I didn’t think it was worth a personal complaint to TOP, even though the marketwould have benefited from TOP making a ruling on whether it breached the law.If the deal size had been much larger I think either ASIC or an aggrieved shareholderwould have approached TOP and I expect that TOP would have ruled that the structureof the deal as a buyback was unacceptable.
.
You’re rightthat if everyone except Mail and Calnon accepts the buyback (although the chairsaid he would not for his small holding) that would take Miall from 27.8% to70.2% and Calnon from 11.8% to 29.8%. Both Miall and Calnon would prima facie breachthe takeover provision in doing so, so Calnon should also have been subject toa voting exclusion, in my opinion.
.
The deal wasmade much better by complaints from investors and the ASIC intervention- bothmade major improvements to what was originally disgraceful. ASIC did notidentify BDT as the “culprit” in its press release although is obvious as they quotethe shareholding % and other factors that are unique identifiers. What is very bad is that nowhere has BDT disclosed that ASIC intervened- not even in the NOMs. They and their lawyers imply that the improvements were on their own initiative.
.
In the end, eventhough I was appalled by what Miall, Calnon, and BDT had proposed (helped bysmart lawyers) the pragmatic decision was to take 7c and go away. (In fact Isold on market to get the money quickly and with certainty). This team has overseen huge losses of investor capital and I had no confidence that it would tun around BDT’s fortunes
.
I sympathisewith your closing comment. These sorts of problems are more prevalent in verysmall companies, but I’ve also had some very good experiences with small cos. Thegolden rule is to check the board and management and strategy as much as youcan before investing, although that’s not always failsafe.
.
Only my personalopinions and not advice, of course.
- Forums
- ASX - By Stock
- Ann: Updated Notice of Meeting and Proxy Form
BDT
birddog technology limited
Add to My Watchlist
0.00%
!
6.9¢

There are four main themes to answer. 1.The terrible business...
Featured News
Add to My Watchlist
What is My Watchlist?
A personalised tool to help users track selected stocks. Delivering real-time notifications on price updates, announcements, and performance stats on each to help make informed investment decisions.
|
|||||
Last
6.9¢ |
Change
0.000(0.00%) |
Mkt cap ! $11.14M |
Open | High | Low | Value | Volume |
6.9¢ | 6.9¢ | 6.9¢ | $2.07K | 30K |
Buyers (Bids)
No. | Vol. | Price($) |
---|---|---|
1 | 500000 | 5.0¢ |
Sellers (Offers)
Price($) | Vol. | No. |
---|---|---|
6.9¢ | 724 | 1 |
View Market Depth
No. | Vol. | Price($) |
---|---|---|
1 | 500000 | 0.050 |
0 | 0 | 0.000 |
0 | 0 | 0.000 |
0 | 0 | 0.000 |
0 | 0 | 0.000 |
Price($) | Vol. | No. |
---|---|---|
0.069 | 724 | 1 |
0.070 | 37313 | 1 |
0.075 | 150000 | 1 |
0.000 | 0 | 0 |
0.000 | 0 | 0 |
Last trade - 09.59am 29/07/2025 (20 minute delay) ? |
Featured News
BDT (ASX) Chart |