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Bouzanis has case to answer for sledge, Cahill banned as FFA plans new stakeholder talks

Written on July 22, 2018 at 11:11, by

Melbourne City goalkeeper Dean Bouzanis is facing a lengthy spell on the sidelines after the FFA’s match review panel decided on Monday that he had a case to answer after he sledged Melbourne Victory’s Albanian striker Besart Berisha and called him a gypsy during an ill-tempered Melbourne derby on Saturday night.
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His teammate, Tim Cahill, will definitely have a week’s rest after the MRP backed referee Chris Beath’s decision to send the Socceroo legend off before he had entered the field of play after he swore at him late in the game.

The MRP determined that Cahill committed the offence of “use of offensive, insulting or abusive language and/or gestures against a match official” and handed him the minimum sanction, a one match ban.

Bouzanis’s case is regarded with far more gravity and he may be banned for five matches if he is found guilty of the slur.

The goalkeeper clashed with Berisha – whose penalty he had saved earlier in the game – in the 88th minute of the match after City defender Manny Muscat had put through his own goal to give Victory a match winning 2-1 lead. Bouzanis called him a gypsy.

In a statement the FFA said: “The MRP has determined that, on the basis of the evidence reviewed, Bouzanis has a case to answer whether he committed the offence of “Use of discriminatory language and/or gestures, including racist, religious, ethnic or sexist” [language or gestures].

“The MRP has issued a disciplinary notice to Bouzanis and referred the incident to the Disciplinary and Ethics Committee for hearing as to whether the offence has been committed, and if so, what sanction should be imposed.”

That hearing will take place in Sydney on Wednesday night.

Bouzanis and his club issued an immediate apology on Sunday saying the goalkeeper admitted making the remarks out of ignorance but now understood the seriousness of his comments.

■ The FFA will step up its plans to broaden its membership and governance base next week by holding several meetings with key representatives ahead of changing its constitution.

The organisation has come in for some criticism about the narrow franchise and composition of its governing body, and last week it held meetings in Zurich with FIFA chiefs to discuss the changes.

Any alterations will need to be ratified at an emergency general meeting at which the nine member federations and one representative of the clubs can consider a special resolution to amend the constitution based on the outcome of the stakeholders consultation process.

“FFA bosses will meet with member federations on Monday, club chairmen on Tuesday and the Professional Footballers’ Association later in the week,” it said in a statement.

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Women fly high as AFL drags its feet on respect and responsibility policy

Written on July 22, 2018 at 11:11, by

Face in the crowd: AFL boss Gillon McLachlan at the AFLW season opener Photo: AFL MediaFor all his last-ditch attempts to manage expectations around the national launch of women’s football, it seems that Gillon McLachlan and his team have created a monster with the birth of AFL Women’s.
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Now it is the job of the competition to keep pace with its rampant new golden child. Not to mention protect it and the hundreds of new female players and staff who have thrown so much eagerness and enthusiasm in the journey to Friday night’s creation. So it is a pity, at a time that eight league clubs have welcomed gender diversity to its training, staff and dressing rooms, that the AFL has not prioritised the creation of a new competition framework to care for its new female population.

This is not a criticism of the clubs or any suggestion that unsavoury incidents have occurred but surely it is an indictment on the AFL that it has failed to even start its pledged review of the now antiquated respect and responsibility policy.

It is 13 months since McLachlan announced a review of the industry’s so-called policy created to deal with the treatment of women. All the indications then were that the decade-old framework would be redesigned and put in place during the 2016 season.

Just as the original policy was born out of a scandal involving sexual assault allegations levelled at two St Kilda footballers, the review announcement followed the accusations that Richmond’s Dustin Martin had threatened a woman in a Windsor restaurant.

The St Kilda issue proved to be significantly more serious and punctuated the game’s landscape for far longer than it should have due to some poor handling at police level. But on both occasions the AFL grappled with the complexities involved.

Clearly Andrew Demetriou’s call back in 2005 for any woman believing she had been mistreated to come forward to head office is now worryingly outdated.

The AFL has shown it is not equipped and perhaps nor should it be to deal with such incidents.

The competition excels at staging football games and showed over the weekend what it can deliver when it combines a brilliant mix of showmanship, game development and the passion of its office-bearers. But it continues to struggle where social policy is concerned and yet this is an area in which McLachlan and his team have been pressured to and promised to deliver.

An independent body in place to deal with victims of harassment, discrimination and worse should have been established long before now.

Kate Jenkins, the Australian Sex Discrimination commissioner and Carlton director who moved last year from heading the Victorian to national human rights body, was named as the chair of that review 13 months ago.

But still the review has not started despite the establishment of a working party back then.

Now the AFL’s newest executive Tanya Hosch – the general manager of inclusion and social policy – has been given direction of the issue, which has clearly challenged the AFL. Hosch has added a senior Indigenous woman to the committee, which also includes former Victorian police chief Ken Lay.

They have undertaken to complete the review by June and blamed a variety of personnel changes at several levels.

Said McLachlan back in January 2016: ” … it is very timely to have it reviewed. We understand our responsibilities to continue to improve our approach to these issues, and I know we still have work to do to hold the respect and trust of the community. We want to continue to change the culture of our game.”

It is commendable that McLachlan has fast-tracked that cultural change by bringing forward the launch of the national women’s league. But the AFL has dragged its feet in creating the suitable structures around that competition should support and protection be required for its new and estimable female community.

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Midwives should call on obstetricians only when they’re needed

Written on July 22, 2018 at 11:11, by

Obstetricians do need to step in when they are needed. So do anaesthetists, paediatricians, orthopaedic surgeons and ER doctors. Photo: iStockThe Queensland arm of the Australian Medical Association is showing an appalling disregard of evidence and is telling a story that’s starting to wear thin on even the most tolerant of midwives.
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Dr Chris Zappala – a sleep specialist – is head of the AMA in Queensland and is spending a large proportion of his time spruiking that midwives throughout Queensland are working without obstetrician supervision or input and this is leading to newborn deaths. This message is wrong.

Why is this message getting so much air time?

And why is Dr Zappala willing to spruik his message to the public, but unable to justify his position when asked about it by an independent facilitator at a recent day-long summit with over a hundred lead obstetricians, midwives, health professionals and politicians in Queensland?  He would not state his case in front of those who could actually speak to it with authority.

The maternity system in Queensland is under pressure, but the newborn deaths have nothing to do with obstetricians being included or excluded.  The models that Dr Zappala speaks of, where midwives “exclude” obstetricians, simply do not exist.  Midwives are regulated by the same regulator as doctors to provide care to women on their own authority.

That means that midwives are required to seek medical help when additional medical help is required and can provide care for normal births when additional medical care is not required.

This is the way midwives have always provided care, and it is the way the whole system has been working for decades.

Obstetricians do need to step in when they are needed. So do anaesthetists, paediatricians, orthopaedic surgeons and ER doctors, in fact that is the basis of the medical system.

In order for women to be informed properly, we need the “real” evidence – the highest-level evidence – to be given air time.

The Cochrane database demonstrates that women are safest with a known midwife, safer than in obstetric care in 16 trials of over 17,000 women.

The Lancet describes Australia as a country moving into the “too much too soon” model of maternity care, which is causing rising rates of intervention without benefit to women and recommends pairing that level of intervention back.

This is the sort of information and research based data that our community needs in order to make well informed decisions about their maternity health care.

We need to hear the truth.

Liz Wilkes is the founder of My Midwives, an Adjunct Associate Professor at Griffith University and media spokesperson for Midwives Australia.  She has been a midwife in the public and private sector for over 20 years.

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Little things that count

Written on August 20, 2019 at 14:40, by

THE other day the conversation turned to the subject of macro photography and the art of taking pictures of very small objects.
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The problem, as we are being reminded constantly, is that it is almost impossible to get the front, back and everything in-between of a small object in focus at the same time.

Devotees of the great David Attenborough will know his camera wizards have invented a new type of lens just for the purpose of taking video of an ant in focus in the foreground with a presenter, also in focus, behind.

Compact cameras, with their inherently greater depth of field because of their small sensor area, cope well with close-ups. As the sensor gets larger, right up to full frame, focus becomes more of a problem. Using a dedicated macro lens on a DSLR, stopped down to just before the f-stop where diffraction becomes a problem, is a starting point.

With critical focus, low ISO, small aperture and a slow shutter speed, a tripod and remote release (or at least using shutter timer delay) are essential, but even then front-to-back focus can be difficult.

The solution may be focus stacking.

Suppose the subject is a dandelion with a leaf sticking out of the stem. If you want everything, from the far edge of the seed globe to the tiny seed wings on the front, to be sharp, give focus stacking a try.

Set the camera to manual focus and exposure and take a series of shots, focusing sequentially from the back edge to the front of the subject.

DSLRs don’t have the best-focusing screens for this job and it is a counsel of perfection to replace the default screen with a plain matte glass type, something that is easy on some cameras and nearly impossible on others.

Anyway, it is only the sort of thing you would do if you intend to take thousands of photos of insects, jewellery, coins, toys or small flowers.

Four to five exposures is usually enough to cover every plane in the subject area. For processing, you need software that will align and blend the images into a single, sharp photograph. Photoshop CS5/6 will do it, as will PhotoAcute ($149, photoacute南京夜网). Picolay is free (picolay.de) and does a reasonable job but is slow aligning images. Zerene ($89 from zerenesystems南京夜网) is also very slow but has good output if you use Stack/Align and ”stack all (both)” for best results. There is a 30-day trial version.

In Photoshop the process is: open Bridge and locate image set. Select images. Go Tools/Photoshop/Load files into Photoshop layers. Photoshop opens with layers stacked. Select all layers. Hit Edit/Auto-align layers/Projection Auto. When that’s done, hit Edit/Auto-blend layers/Stack images. When the process is complete, flatten layers. The result is miraculous.

Photoshop CS5/6 and PhotoAcute do the best job and Zerene is the cheaper alternative. Be prepared to experiment with the arcane settings.

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A family’s best friend

Written on August 20, 2019 at 14:40, by

CHILDREN in households with dogs are more likely to get enough exercise compared to those without dogs, according to new research from the University of Western Australia.
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The study, from the university’s Centre for the Built Environment and Health at the school of population health, found ”children who had a dog were 49 per cent more likely to be sufficiently active [60 minutes of physical activity each day] compared with non dog owners.”

The take-home message is not, however, to rush out and get a hound if you don’t already have one, says assistant professor Hayley Christian, who will be presenting the findings at Sports Medicine Australia’s Be Active conference, in Sydney from October 31.

”The message is that if you have a dog and you walk it, it can make a great contribution to your overall physical activity and health and wellbeing,” she says.

While up to 40 per cent of Australian households has a dog, only about half walk it regularly, so having a hound in the home is no guarantee of a more active life.

The broader aim of the UWA research – which has also looked into adults and dog ownership, with similar findings – is to uncover why it is so.

Christian acknowledges a vast range of factors play a part in the answer, from the dog’s age, physical condition and social conduct to the owners’ working hours, but a number of notable patterns have emerged from the data.

People’s sense of duty towards their pets, for example, seems to be a key influence on dog walking. ”If you feel that you have an obligation to walk your dog then you are more likely to do so,” she says.

That finding has led to another trial, the Pooches And Walking Study (PAWS), which is looking at whether a vet providing advice about an animal’s exercise-needs during a consultation has a positive influence on how often the owner walks the dog.

”It’s like your doctor urging you to look after yourself a bit better,” Christian says.

PAWS is also looking to see if pedometer use is motivating – only it’s the dogs and not the humans wearing the gadgets.

Research has shown that when people start wearing a pedometer they tend to walk more. Whether people will be as motivated by their dog’s step count remains to be seen.

Another key influence on dog-walking was the owner’s belief about whether or not having a dog would motivate them to exercise more. It seems to work rather like a self-fulfilling prophecy: people who think that having a dog will motivate them to walk more, tend to walk the dog more, Christian says. ”People who don’t walk their dog do not think that their dog is there to provide motivation for them to walk.”

The third key influence was about the external world. ”Access to parks where you can walk the dog, clear signage about off-leash areas and dog access generally, and dog-litter bags and bins, those were important things.”

A surprise factor that has come out of the data about children in particular, says Christian, is that ”we are also seeing a relationship between dog ownership, dog walking and children’s independent mobility [ie getting around their neighbourhood without adult supervision].”

”Kids who have a dog and walk it … are generally more independently mobile within their neighbourhood, which is important,” she says. ”Kids who are independently mobile are better at problem-solving. They have usually got better self-esteem. They are more aware of their neighbourhood and able to negotiate traffic. Their coping and spatial skills are better.”

The UWA children’s physical activity and dog ownership project relies on data from the West Australian TRavel Environment and Kids (TREK) project and is based on questionnaires completed by parents and children. The data analysis looked at 1218 children aged between 10 and 12.

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Elvis rolls back time with a musical wheel of fortune

Written on August 20, 2019 at 14:40, by

Rock solid performer … Elvis Costello on stage with the Imposters and his spectacular spinning songbook of old and new hits.AS FEATS of memory go it would have to be up there with your nerds reciting Pi almost infinitely. By the time Elvis Costello and his band the Imposters finish their Australian tour next year it’s likely they will have at their disposal up to 150 songs ready to play at the drop of their leader’s hat, or the spin of the wheel.
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The New York and Vancouver-based Anglo Irishman, whose career began in 1976 and whose first tour of Australia two years later climaxed with a memorable riot at Sydney’s Regent Theatre, will be doing a tour of various wineries around Australia in January and February as part of the Day On The Green series.

Along for the ride and the wine will be some equally venerable local musicians such as Joe Camilleri (whose band Jo Jo Zep and the Falcons had a single produced by Costello in the late ’70s), the Sunnyboys and Stephen Cummings.

(Warming up Sydney for this tour of veterans is an extravagantly long list of fellow veterans, by which we mean those whose careers began more than 20 years ago, who will be coming through town in the next few weeks: see table.)

However, the bonus for fans in Sydney and Melbourne is that Costello and band will be bringing to Australia for the first time the giant spinning wheel. The upmarket musical version of your school fete chocolate wheel contains the names of songs old and new, any one of which can be played if the wheel stops there when spun by an audience member.

Costello explained that the tour begins with about 80 songs either on the wheel or on the roster to play during the more programmed parts of the show. But as the tour progresses and other songs from his vast catalogue of more than 300 songs are tried out at soundcheck or “feel right” on the day, not to mention favourite covers suggested by band members, the number rapidly goes past the century.

”That kind gives you a reason to consider what you’ve been doing all these years,” said Costello who admits that ”I’m not very nostalgic by inclination so I try to keep them in the moment”.

In an age where the likes of Beyonce have every minute of every show mapped out months in advance, playing songs at the whim of the turning wheel, can force musicians to work from more than muscle memory. Even the best known songs, the kind which might turn up at the end of the show as a crowd favourite encore, might feel quite strange now when found popping up mid-evening.

“There is something quite wonderful about the chance,” Costello said. “It makes you think about it, makes you think about what’s inside it and what makes it real.”

Elvis Costello tickets go on sale October 29.

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ASX releases draft for new continuous disclosure rules

Written on August 20, 2019 at 14:40, by

Holding back: ASX was asked to wait for the High Court decision.THE Australian Securities Exchange has released long-awaited draft revisions to its continuous disclosure rules, just two weeks after the High Court cleared mining billionaire Andrew Forrest of misleading investors and breaking disclosure rules.
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The Australian Securities and Investments Commission welcomed the draft revisions, saying it had worked closely with the ASX to develop them.

“ASIC views continuous disclosure by listed entities as the foundation of market integrity and a central tenet of fair and efficient financial markets,” ASIC deputy chairman Belinda Gibson said.

“We recognise that listed entities need clear guidance about their continuous disclosure obligations, particularly in the age of instant communication and social media.”

ASX chief compliance officer Kevin Lewis said this was the “single most important” guidance note revision that the stock exchange had been working on for the past two years.

But he said the ASX had been waiting until the High Court dismissed the case brought by the corporate regulator against Fortescue Metals.

“We were hoping to get this out at the beginning of the year, but we agreed with the request by ASIC to hold it back until after the High Court decision on Fortescue, in case the court said something significant about the continuous disclosure rules,” Mr Lewis said.

“As it turned out, the decision was not as significant as we were all expecting … [so] the guidance note hasn’t really changed as a result of Fortescue.”

The last time the rules were updated – called Listing Rule Guidance Note 8 – was in 2005. Since then the Australian market has absorbed the James Hardie and Fortescue Metals decisions, the collapse of Centro, and the spurious takeover approach to David Jones by the British-based firm EB Private Equity.

King & Wood Mallesons partner Evie Bruce said the ASX’s proposals were “quite sensible” and would help to clarify the ambiguity surrounding continuous disclosure, including what is meant by ”immediate disclosure”.

The draft will be out for public consultation until the end of next month. The ASX hopes to have it formally issued by early next year.

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Super funds in joint action to curb ‘unfair’ high-frequency trading

Written on August 20, 2019 at 14:40, by

SOME of Australia’s biggest super funds have written to the Australian Securities and Investment Commission, expressing concern about the growth of ultra-fast electronic trading in the local equity market.
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The group – representing more than $1 trillion under management – has also asked the corporate regulator to consider reforming the way in which the Australian Securities Exchange gives information to market participants, believing the ”unfairness embedded in the structure of the market” has allowed high frequency traders to thrive, to the detriment of others.

The group argues that HFTs have an unfair advantage over traditional investors claiming they can see information a fraction of a second before other market participants. The group claims the ASX allows this to happen by offering them ”special access” through ”co-location facilities” and ”special data feeds”.

Given the speeds with which HFTs operate, this is undermining market fairness and contributing to a ”two-tiered market”, the group says.

”We believe attention must be directed towards issues of market fairness, and towards certain practices commonly associated with high-frequency trading,” the letter says. ”We request that ASIC consider reform at the exchange level.”

The move comes as global concerns about high-speed computerised trading continues to rise. Germany recently approved a draft law aimed at reining in the practice and the European Parliament voted to force trading venues to slow the speed at which orders can be made.

In Australia, about 30 per cent of all stock trading is done by HFT.

The Australian fund managers say the provision of ”non-discriminatory access” to special information is not fair.

”Market fairness involves the dissemination of information by market operators that results in a level playing field, this is different from the provision of ‘non-discriminatory access’.”

But Carole Comerton-Forde, of ANU’s College of Business and Economics, says access to co-location and fast data is non-discriminatory, so anyone who wants to buy that access can do so.

”Each individual investor has to make a decision on whether it’s worth investing in that technology to get that advantage,” Professor Comerton-Forde said. ”I don’t really see that as much of an issue, as long as the data that’s being made available is consistent and available to everyone that wants to pay.”

A spokesman for the ASX said the exchange provided non-discriminatory access to its services and it did not give a select group of customers access to information before others.

It comes one month after the Industry Super Network – the funds manager on behalf of many of the nation’s industry super funds – called for a moratorium on HFT in Australia’s financial markets to allow regulators to come to grips with the new technology.

Last year, the Reserve Bank’s assistant governor of financial markets, Guy Debelle, said there was no evidence that HFT caused market shocks. He did say that HFT ”may accelerate and propagate” shocks that begin elsewhere.

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Nine again the One after deal

Written on July 22, 2019 at 23:11, by

Nine CEO David Gyngell after yesterday’s deal.NINE Entertainment’s rivals face the emergence of a rejuvenated and debt-free competitor after the group’s warring lenders agreed to a deal that will wipe out loans that threatened Nine’s survival.
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”All those doomsayers out there are going to have to eat their words. We have never had a more powerful balance sheet,” Nine chief executive David Gyngell said.

”We are ready to rock and roll for next year.”

A formal agreement had not been put in place – but none of the parties involved were disputing that the broadcaster was now safe.

“The key terms of a deal to recapitalise Nine Entertainment have been agreed in principle,” said a source close to Goldman Sachs, which leads the lower-ranked mezzanine lenders.

”However, a large amount of detail remains to be worked out ahead of the deal being finalised and we look forward to concluding that soon.”

Nine has operated at the mercy of its lenders for some time and it needed to sell assets, or restructure its debt, to remain a going concern.

Both classes of lenders have agreed to a deal that will wipe out all of the $3.2 billion debt that threatened to sink the media group and take ownership of Nine instead.

Senior lenders will end up with a 95.5 per cent stake in Nine and the Goldman Sachs-led mezzanine lenders, who faced losing the entire $1 billion they had invested in second-ranked debt, will receive a 4.5 per cent stake valued at $100 million.

Goldman’s support was needed because the deed of company arrangement that will bring the debt-for-equity swap into effect needs the separate approval of all classes of stakeholders.

This includes Nine’s present owner, CVC, which stands to lose all of its $2 billion investment.

Effective control of the company will fall to two US firms that own most of the $2.2 billion of senior debt, US hedge funds Oaktree Capital and Apollo Global Management.

Alongside the US hedge funds as shareholders will be some of Nine’s original senior lenders, which had hoped to retain their debt in the company rather than equity. They are not expected to be an obstacle.

The US hedge funds, advised by Moelis & Co, are believed to have the support of enough senior lenders to push through the deal.

Nine said full details of the restructure would be in the scheme booklets expected to be lodged with ASIC late next month.

With a clean balance sheet, Nine will be free to secure its NRL rights contract and ensure it is in a strong position to retain cricket rights and other programming to build on its ratings momentum this year.

”The business has great momentum and strong cash flow, and now it will have the strongest balance sheet in the industry,” Nine chairman Peter Bush said.

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Excalibur wields power to buy elusive entity

Written on July 22, 2019 at 23:11, by

IT SEEMS like the archetypal colonial expedition, with a mystery twist worthy of a pulp novel.
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The brave souls at Excalibur Mining Corporation are hacking through the jungle in search of gold in Zambia, at the heart of darkest Africa.

They have agreed to issue a billion shares to buy a company called Giratina which has options over part of the old Jessie Mine, which was closed in 1945, and two other gold prospects in Zambia.

But, like King Solomon’s Mines, Giratina appears somewhat elusive.

While Excalibur on Tuesday told the ASX it was a company ”incorporated in Australia”, CBD was unable to find an entry for it on the database maintained by the Australian Securities and Investments Commission.

Adding to the mystery surrounding the company, in its announcement to the exchange, Excalibur omitted to reveal the identities of Giratina’s directors or shareholders.

An Excalibur spokesman told CBD Giratina was until recently called Detail Enterprises, and suggested that perhaps the change of name paperwork hadn’t yet gone through.

However, the mystery continues to tantalise.

The sole director and shareholder of Detail Enterprises is Perth man Aaron Adams, who runs company incorporation service Shelf Companies Australia.

When CBD phoned his office, he was on holiday. Presumably not in Zambia.

News time warp

AND to Rupertalooza – also known as the News Corporation annual meeting. But CBD – who just couldn’t get to the annual meeting at Fox Studios in sunny Los Angeles early yesterday morning – figured the conventional method would be to tune in through the internet to watch proceedings unfold.

After all if companies like biotech CSL or property developer Stockland can deliver a Logie-winning broadcast of their proceedings online, surely the company behind Fox News, the Gold Coast Bulletin and the blockbuster Mr. Popper’s Penguins will have an online broadcast to marvel at.

However, to CBD’s dismay, all that was to be found was a scratchy audio broadcast of proceedings. Indeed chairman Rupert Murdoch sounded like he was transmitting over radio equipment borrowed from the Second World War.

To be fair, CBD has previously had a great deal of trouble tuning into Channel Seven owner, Seven West Media, where it seems broadcasting to investors is a foreign concept.

Meanwhile, Mr Murdoch did not get everything his way in the sparsely attended meeting. A majority of independent shareholders voted for the separation of chief executive and chairman roles, but with the aligned votes, Mr Murdoch kept his dual roles.

CBD woes

GERRY McGowan’s CBD Energy must be ruing the day it got involved with coal baron Nathan Tinkler’s Buildev Group.

The renewable energy company, suspended on the stock exchange as it sorts out some impairments that are going to have a material impact on the preliminary accounts it filed last month, was going to provide power to two Bowen Basin coal projects in partnership with the Buildev Group.

But CBD noted politely that it was reviewing the carrying value of its investment in the projects – understood to be about $2 million to $3 million – in light of ”recent sales and press reports” concerning Buildev, which has been ordered by the New South Wales Supreme Court to pay $17 million to Mirvac to complete a property deal, but is fighting a rearguard legal action to be heard next week.

Another write-down is the last thing CBD needs right now: chairman and former deputy prime minister Mark Vaile, who also chairs Whitehaven Coal, 21 per cent owned by Tinkler, can’t be happy. CBD is now struggling to restate three years’ accounts, not just one, to conform with US accounting standards ahead of a NASDAQ listing.

What a headache.

McNamee lauded

THE last annual meeting for CSL’s chief haematologist, Brian McNamee, always promised to be a love-in, with its large elderly retail shareholder base enjoying a 49 per cent share price surge through 2012 alone.

But fresh from playing a role in Cochlear’s ”first strike” on executive pay, the Australian Shareholders’ Association has put down its weapons.

”I’d like to say a few words about Brian McNamee,” its Victorian chairman and ”CSL monitor” Don Hyatt told the National Tennis Centre. ”We don’t normally go soft on CEOs and managing directors; indeed, you might have heard a few statements last night about a certain annual general meeting in the USA,” referring to Rupertalooza.

Noting that McNamee’s shareholding has increased in value by at least 50 times since 1994, Mr Hyatt said McNamee could ”rightly claim to being one of Australia’s most successful CEOs currently serving in Australia”.

But another CSL shareholder went further. ”The main word I think of is brilliance, in so many different things.”

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Anything goes at News, as long as shares go up

Written on July 22, 2019 at 23:11, by

THE impetus for reform at News Corporation, indeed for rolling Rupert Murdoch as chairman, had dissipated months before the annual meeting at Fox Studios in Los Angeles yesterday. In the end, it was a subdued affair. Despite the predictable opposition to prodigious pay and poor corporate governance, all motions were comfortably passed in the company’s favour. Murdoch spoke for 40 per cent of the stock. He always had the numbers.
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And the News Corp share price – that ultimate barometer of shareholder wellbeing – had sapped the momentum of dissent which was so pervasive last year as the drama of the phone-hacking scandal in Britain was unfolding.

After all, the stock was up 45 per cent. It seemed almost churlish for shareholders to complain. As Murdoch had tweeted last Thursday: ”Signs pretty peaceful, but any shareholders with complaints should take profits and sell!”

How did the chairman’s tweeting square with comments by Viet Dinh, an independent director, about listening to shareholder concerns, asked a fund manager. It didn’t. Yet this was a forlorn ”gotcha” moment. ”We always consider what shareholders have to say,” responded the chairman curtly, before wrapping up the meeting in a slick hour and 21 minutes.

There you have it. You can run a systematically criminal enterprise, albeit unwittingly, which leads to multiple police probes and 60 arrests, but as long as the share price is up … well, like it or lump it, as Rupert says.

Once again, the majority of News’ independent shareholders are unable to hold management accountable. The motion to have an independent chairman (Murdoch is chairman and chief executive) won 30 per cent of the vote and would have commanded a two-thirds majority but for the Murdoch family’s holding of Class B voting shares.

Similarly, some 28 per cent of non-aligned shareholders voted to dump the dual-class share structure. And so it is that, for another year, the media mogul, with just six demonstrably independent directors on a board of 14, still controls the media empire he built, despite all the scandal and with ownership of just 14 per cent of the company.

News had a good year financially. On that there can be no quibbling. As the phone-hacking scandal broke, the group moved swiftly to head off any share-price damage – and consequent exposure to a shareholder class action – by launching a $US5 billion share buyback, later increased to $US10 billion.

So far the scandal has cost $US224 million, hardly an onerous sum for a business of this size, and its legal ramifications have so far been contained to Britain.

In a deft strategic move a couple of months ago, Murdoch revealed plans to split the company in two, hiving off the publishing assets from the entertainment businesses, again sustaining the share price. The market loves a demerger.

If there is a nexus between governance and performance, it is not obvious in the case of News, or perhaps it is subject to a ”lag effect”. News Corp’s pay has always been too high, its corporate governance a relic of the 1970s and its board is about as independent as your average Perth junior mining company.

But the 81-year-old Murdoch, despite the travails of the past two years, is safe for now, thanks to a buoyant share price and rising profits.

What really got the goat of Australian shareholders this year was that they had even less say in the affairs of News than ever. For 20 years they have had to tolerate News Corp’s ”super-share” structure. That is, while Murdoch has less than a 15 per cent economic interest in News Corp, he controls the group with an iron fist thanks to its dual classes of shares. The Murdochs own the Class B shares, which carry a vote, unlike the Class A shares. They own nearly 40 per cent of this voting stock. Add to that the 7 per cent held by Saudi Prince Al-waleed bin Talal, a friend of the family, and the result of the annual meeting was always academic.

But there was another setback for shareholder democracy this year – the ”latest gerrymander” as critics have dubbed it. News had suspended half the voting rights of its Class B shareholders who were not resident in the US. This was, rather conveniently, to comply with US federal laws requiring owners of a broadcast licence to have no more than 25 per cent of their shares held by non-US shareholders.

So what little say us foreigners enjoyed in the proceedings had already been chopped in half.

This story Administrator ready to work first appeared on Nanjing Night Net.

Minor point brings off a major breakthrough

Written on July 22, 2019 at 23:11, by

TALK about taking it down to the wire. A shift of just one half of 1 per cent in the prospective ownership of a recapitalised Nine Entertainment headed off Nine’s descent into administration yesterday – or at least it will if lawyers turn yesterday’s ”handshake” into a firm agreement.
Nanjing Night Net

After a marathon meeting on Tuesday, Nine’s two biggest senior debt holders and their key advisers, Arnold Bloch Leibler lawyer and corporate reconstruction specialist Leon Zwier and Moelis & Co’s Chris Wyke, believed they had found a debt-for-equity deal that they and the investment bank negotiating for lower-ranked mezzanine lenders, Goldman Sachs, could live with.

It would have seen Nine convert its $2.3 billion senior debt load and $700 million mezzanine debt load into $1.8 billion of new equity that was 96 per cent owned by a group of about 80 senior lenders led by Oaktree and Apollo, US funds that have acquired almost half of Nine’s senior debt at a discount from original bank lenders, and 4 per cent owned by the mezzanine lenders.

Goldman manages funds that hold about 80 per cent of the mezzanine debt, and last week it accepted (and the senior lenders ignored) a proposal from Nine that would have handed mezzanine lenders 7.5 per cent of Nine’s new equity. However, that was in a recapitalisation of Nine that would also have included $1 billion of debt. The 4 per cent stake for the mezzanine lenders that was on the table on Tuesday was to be in a debt-free Nine, and would have been worth roughly as much as 7.5 per cent of a debt-loaded Nine, about $90 million.

On Tuesday night, however, Goldman let it be known that the two lender groups were still apart. Nine’s plan that Goldman last week accepted and the senior lenders ignored also included warrants that would have entitled the mezzanine lenders to 12.5 per cent of any money collected in any subsequent sale or float above and beyond the existing value of Nine’s senior debt.

Goldman’s key negotiators, Steven Sher and James Reynolds, still wanted those warrants, or the value they potentially contained. Oaktree and Apollo had been insisting that Nine was only worth enough to cover its $2.3 billion senior debt load, they reasoned. If they couldn’t see any extra value, why would they care if Goldman was given a theoretical slice of it?

In the talks that reconvened yesterday, Apollo executives Steve Martinez and Kevin Crowe and Oaktree executive Edgar Lee were missing. They had already left the country, in the belief that a deal had been done on Tuesday. But in talks with Nine yesterday, Goldman conjured up a final sweetener. The mezzanine lenders would not get warrants, but they would get an extra half of a per cent of Nine in a debt-for-equity swap, boosting their stake to 4.5 per cent.

The offer was taken by Nine to Apollo and Oaktree’s advisers, and it was still good enough: lawyers late yesterday were still arguing about the details, but a deed drawn up by Leon Zwier that one person involved described as the equivalent of a handshake had been circulated.

Nine’s board would have been hard-pressed not to put the group into administration if yesterday’s talks had collapsed over Goldman’s final push for an extra half a per cent of the recapitalised television and media group.

Nine must either repay or refinance its senior debt load by mid-February, and can do neither. The debt-for-equity swap is essential if Nine is to avoid a debt default – and if the negotiations for a debt-for-equity swap had collapsed, the directors would have asked themselves if they still believed that Nine could pay its debts when they fell due. The answer to that question would probably have been no, and the call to an administrator would have followed.

It’s the nature of tough debt negotiations such as these that opposing sides begin with ambit claims, and work slowly towards a compromise, and that has happened again with Nine. Goldman began by arguing that Nine was worth enough to underwrite a debt-for-equity swap that handed the mezzanine holders a 30 per cent stake in a recapitalised Nine that took on $1.5 billion of debt. Oaktree and Apollo in their roles as biggest senior debt holders and negotiators argued that Nine was not worth enough to hand the mezzanine holders any equity at all.

The compromise sees the mezzanine lenders get 4.5 per cent of an ungeared company, worth about $100 million. They have received interest payments of about $130 million on their original debt exposure of about $700 million, and must now hope that Nine will eventually sell for enough to cover the balance.

The senior lenders are likely to get what they are owed, and may get more. Oaktree in particular will make a killing: it began buying Nine’s debt at a price of just 40¢ in the dollar.

In the end, common sense prevailed. Estimates were that a descent into administration would cost Nine at least $25 million, and up to $70 million: Goldman’s final half a percentage point ask was worth about $12 million, making the answer obvious.

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This story Administrator ready to work first appeared on Nanjing Night Net.

Miclyn Express looking to pick up even more speed

Written on July 22, 2019 at 23:11, by

There’s a hive of offshore oil and gas activity scheduled in south-east Asia in the next five years.THE shareholder machinations at oil and gas vessel outfit Miclyn Express have the market wondering if a takeover offer is just around the corner.
Nanjing Night Net

Miclyn was floated by Macquarie Bank in 2010, with Macquarie keeping a 33 per cent stake. The float struggled initially but the stock has got a wriggle on, rising 38 per cent in the past 12 months. Macquarie recently agreed to sell its stake to private equity group Champ for $2.15 a share. Within days of buying the holding, Champ agreed to on-sell close to 10 million shares in Miclyn to Singaporean private equity group and existing Miclyn shareholder SEA6. This means SEA6 and Champ each have about 30 per cent of it.

Champ rarely holds its investments in listed vehicles. This leads to the conclusion that SEA6 and Champ are preparing to take the company private by mopping up the 40 per cent they don’t own. With a hive of offshore oil and gas activity scheduled in south-east Asia in the next five years, an unlisted company could take on more debt and accelerate capital expenditure on vessel purchases. With demand strong, this approach would dramatically propel earnings, in preparation for a sale of the asset in about three years.

Miclyn is trading on a price-to-earnings multiple of nine times forecast earnings, so it is feasible a takeover could be launched at $2.80, well above today’s $2.25.

Ingenia Group stapled

MENTION retirement villages and many professional investors shudder with memories of stories such as Prime Life. This negative view is justified given the complex financial structures retirement village management companies operate under. That said, we shouldn’t shut the door on a stock just because the industry is circumspect. Ingenia is an old ING trust that got into trouble by over-gearing its balance sheet from 2005 to 2007. Under the leadership of former Aevum boss Simon Owen, the group has been selling assets to pay down debt, the stock tripling over the past three years.

The company’s stapled security is trading at 26¢, a 23 per cent discount to the stated net tangible assets (NTA) of 34¢. The group is awaiting regulatory approval to consummate the sale of its US assets. Once this is completed, the company has said it will use the cash to buy up to 10 per cent of its stapled securities back, and is happy to purchase them at up to a 20 per cent discount to the NTA.

At first blush the share price suggests the market has already factored the benefits of the buyback in. The dynamics change, though, if you believe the stated NTA is understated. The sale of the US business will add 3¢ a share to the NTA, taking it to 37¢. Plus, the group is edging towards selling its education accommodation in New Zealand, which has the ability to push the NTA to 40¢. This would mean the group could buy units up to 30¢-32¢, closing the discount to NTA. Ingenia also believes there are opportunities to buy aged-care facilities in Australia. If it can get the stapled security price up to NTA of 40¢ it will be in a much stronger position to take advantage of this opportunity.

Banking sector

THE big banks have emerged as the market leaders since the market bottomed in early June. The All Financials Index has piled on 20 per cent compared with a more moderate 12 per cent by the overall market.

The four majors traditionally have their best month in October. Investors searching for fully franked dividends zero in, with three of the four paying half-yearly dividends in early November. Since the government introduced the 45-day holding rule for franking in the 1990s, the banking sector has on average gained slightly more than 3 per cent in October. In this month the banks traditionally make almost half their gains for the year.

The four majors have already posted an average gain of 4.25 per cent this month, despite 13 days left in the month. The overall market has gained less than 3 per cent. The performance has been driven by super funds hungry for fully franked dividends. Adding to the demand has been funds in the northern hemisphere looking for any yield. The alternative is receiving close to zero on cash.

All this adds up to a crowded trade. It also means there is a higher level of risk holding banks through the dividend period. It may be wise to sell in the days leading up to the stocks going ex-dividend and reassess afterwards.

Matthew Kidman owns NAB shares.

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The Age takes no responsibility for stock tips.

This story Administrator ready to work first appeared on Nanjing Night Net.