fudiciary company director duties

Dear ALL

I am upfront, I lost money on BBG. I am over it - it was an investment decision that didn't work out and I feel for those who have taken on more loss than they perceived originally.

What disturbs me is the lack of company director's duties throughout the episode over the last four months.

(a) Paul Naude, a seasoned director of BBG steps down to put together a possible bid for BBG in and around December 2013
(b) That bid becomes an indicative offer of 1.10
(c) A seasoned investor, a fund from the USA, makes a substantial increase in its BBG stock throughout January 2013
(d) A new party joins the possible bid process and reiterates a purchasing price of 1.10
(e) Results are released in February 2013 that indicate a Net Equity level of approximately 573m in line with the indicative bid by the bidding parties and after major write downs. Included in that Half year account statement was a forecast EBITDA range of 74m+.


At no stage have the market been warned:

(a) That equity would further deteriorate
(b) EBITDA was less than forecast
(c) There was a reason for investors to not be confident in the financial management system of BBG

In fact their Half yearly reports indicates a robust financial management process had been undertaken including a thorough revaluation of their brands.

It is surprising that in less than 6 weeks since that trading update, the value of the company has halved by way of an acceptance by the board of BBG to enter a discussion to negotiate a proposal at a range of 60 cents.

(a) Could I call this good governance by the board and management?
(b) Could we sincerely say they are acting in our best interests?
(c) Have they acted in the best interests of all shareholders? - specifically by accepting the Paul Naude arrangement.
(d) Have they disclosed material to the market as soon as it has become known - we note the leaks to Sydney Morning Herald which were spot on.

Not in anyway. I consider this the start of a class action by shareholders towards BBG and its Directors.

If the company is going broke - they have not in any way said they believe there is a serious financial problem with the company. In fact they have led shareholders to back a transformation plan by the CEO - who I do not in anyway bear a grudge against because I believe she found too many dead bodies in the closet. I bear sole responsibility of this on the ex-management and the board.

I think there is a case to answer for BBG and its Directors.

Regards