To those that didn't or couldn't see the interview, here is the transcript:
ALAN KOHLER, PRESENTER: This week the nation's biggest port and rail operator Asciano pulled off a huge capital raising and kept itself intact just ahead of a deadline that most likely would have seen the company broken up or sold.
I spoke to Asciano's CEO and largest shareholder, Mark Rowsthorn, at the end of a nine-month battle the keep his company together.
Well, Mark Rowsthorn, three months ago Asciano's market capital was I think $350 million and it was virtually or seemed to be virtually a dead company.
And now you've raised $2.35 billion or are in the process of raising it. A huge turn around in that time. What brought that about?
MARK ROWSTHORN, CEO ASCIANO: Well, yes, it's been an extraordinary couple of months for sure. But the result that we have achieved over the last week in particular in raising the $2.350 billion is a terrific result for the company for the company. It really gives us an opportunity to restructure our balance sheet and get on with life as a semi ordinary company going forward.
ALAN KOHLER: I guess the downside of that is that you're deluding shareholders quite a lot and at the same time you're getting an allocation of $195 million. So there's a lot of complaints now that you're getting a special deal out of this. How do you respond to that?
MARK ROWSTHORN: Well, you've got to go through each of the components carefully. I mean you've got to consider the offering. It was a huge offering. It was three times the issued capital of the company, and we had a opportunity to do this over a very compressed time frame.
So the execution piece was very important. But to go through the dilution aspects, the retail shareholders are being treated - they've got a wonderful one of ordinary entitlement. If there's unsatisfied demand from the retail sector we'll put in place a share purchase plan.
The institutional shareholders, the current shareholders, have had an opportunity to participate and upscale. And myself, I've been able to just keep my pro rata rights in the company and I think that's an important thing. And certainly from the underwriters perspective and the major shareholders, it's just a vote of confidence in me going forward in the company.
ALAN KOHLER: Has there been any feedback to you about the fact that you have a blocking stake, effectively, more than 10 per cent. So you're the, you know, the managing director of the company, but you are able to prevent the full takeover of the company as well?
MARK ROWSTHORN: Well... I guess in theory that's true. However, you know, if there is a takeover attempt for the company that comes to pass, we'll sit down as a board and look at the merits of that. I mean, my share holding is immaterial to that. I've said often enough in the past, I think, that I keep my shareholding at the door to the boardroom and treat my director duties with great seriousness.
ALAN KOHLER: Of course, you still - in order to achieve that you need to come up with $195 million. How are you going to do that?
MARK ROWSTHORN: Well, that's a personal issue and it's work in progress, so...
ALAN KOHLER: Are you going the participate in full?
MARK ROWSTHORN: To the extent that I can subject the my personal finances and other personal things, but that's a work in progress.
ALAN KOHLER: Are you confident that you'll be able to?
MARK ROWSTHORN: I can't say that at this stage, I really have to do the work on it and I haven't got to it yet. It's been a busy week.
ALAN KOHLER: But the thing is, there have been a lot of problems with management of companies only having large marginal loans. So it does seem to be an issue for shareholders whether or not the management is margined into their shareholding.
MARK ROWSTHORN: That's for sure.
ALAN KOHLER: You know, it's not just a matter for you, it's a matter for the company as well.
MARK ROWSTHORN: Absolutely right and it's been discussed with the directors and there won't be a margin call facility on any funding package that I put together.
ALAN KOHLER: Just looking at the whole history of Asciano which has been extraordinary, I suppose, you'd have the say. Was the basic mistake when Asciano was launched to treat it as a infrastructure company when it wasn't?
MARK ROWSTHORN: I don't think it was a mistake to put - it has certainly got enormous infrastructure characteristics with our assets across rail and ports. I think, you know, looking back on it and as most companies look back at the moment, we were put together in a financially engineered way two years ago in a very different market. But today we've had the opportunity the go through this large raising and the company has got an ability to go forward now to take advantage of its assets and get on with business.
ALAN KOHLER: What I meant by the remark about infrastructure when it's not was that at the time a lot of companies were being geared up because they were associated or thought to be in infrastructure, and a huge amount of debt was put on them.
And we saw that with Babcock & Brown and Alco and others, and Asciano was put into that basket in many ways. But in fact it's an operating company of ports and railways, and so it just seemed to me that possibly it was completely misaligned or mistaken in terms of what it was at the time?
MARK ROWSTHORN: I don't think so. I think that our company has enormous infrastructure characteristics in terms of stability of earnings and cash flow. So it really was - I think the biggest issue was the debt burden which the business carried going forward. So now that that's corrected we've got an opportunity to get on with, as I said, get on with life again and deliver the earnings and the potential in the company and the assets that we've got.
ALAN KOHLER: You've been engaged in what you've called a monetisation process for quite a long time now. Why did that fail, what happened there and what was the process you were engaged in?
MARK ROWSTHORN: Well, on the contrary, I think the monetisation process has been a resounding success. I mean, the transaction that we've just announced wouldn't have happened without the monetisation process going through and the tension that that created.
I mean, the monetisation process was put together; we had broad and deep interests from a number of parties which created the tension for this to happen. So I think it's been a resounding success.
ALAN KOHLER: The monetisation process as I understand it involved offering parts of the assets for sale. Is it correct?
MARK ROWSTHORN: We had...
ALAN KOHLER: Or partnerships in the assets?
MARK ROWSTHORN: We had four or five serious proposals at the end to consider last Sunday night. They involved broad based recaps for the company and also sales of parts of the business; ports and coal. So it was important for us sitting down as a board to consider that the size of the cheque, the certainty of the cheque that we were getting, the speed of the transaction and trying to keep the business together. Trying to keep that business together is a very important function of it. So, I mean...
ALAN KOHLER: The reason I said it failed was because it seemed to me that you basically didn't go with any of those projects. You rejected them all and went for a capital raising instead?
MARK ROWSTHORN: Well, the capital raising was one of the options that we had to consider. It was a very close contest at the end. So when you looked at the mathematics of the bids, when you looked at keeping the business together, you looked at the certainty of the transaction, the proposal we've chosen is the most certain.
ALAN KOHLER: And what exactly is your debt situation now? How much debt or repayments are due and when?
MARK ROWSTHORN: OK. The debt situation now, well, is unchanged until we get the money in the bank. But the debt that we carry is about $4.8 billion. The raising's $2.35, so we'll end up with debt just south of $3 billion, and with our current earnings and the credit metrics that puts us into a much more comfortable position going forward.
ALAN KOHLER: So how's these past couple of years been for you personally?
MARK ROWSTHORN: Um... Well, it's been an interesting ride. I think we've learned a lot as a management team. You know, holding the whole thing together has been challenging but we've got through it. There's an enormous sense of relief now in the company and everyone's very excited about just getting on with it and delivering the sort of potential the company has got to our shareholders.
ALAN KOHLER: It must have, at been first especially, in the first sort of six months, just after you'd broken free from Toll and had your own company and you know, a fair stake in it, and when it fell apart it must have been quite shattering in many ways?
MARK ROWSTHORN: Well, it's never fallen apart. The operational piece of it has just kept going and I think we've improved substantially in the last few years.
ALAN KOHLER: I suppose I shouldn't have said falling apart, what I meant was, it sort of, the value collapsed.
MARK ROWSTHORN: Yes, well, we've got a pretty tough resolve I think. We've got through this. There's been, certainly there's been enormous criticism of the company, but it's strengthened us and as I keep saying, I think now we've got an opportunity to prove ourselves properly. We've got enormous passion for the business personally and I know the team has going forward, so we look forward the that and what we can deliver to the shareholders.
ALAN KOHLER: Thanks for joining us, Mark Rowsthorn.
MARK ROWSTHORN: Thanks, Alan.
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