9 August 2010
PRESS RELEASE
The Pacific First Mortgage Fund (PFMF) is now in a position to
commence paying redemptions to its 12,000 Unitholders.
The Investment Manager, BalmainTRILOGY (BT), aims to return $295 million to
Unitholders by October 2012, with the first installment of $35 million to be
paid in the December quarter of this year.
This achievement comes just on one year since BalmainTRILOGY was appointed as the
new manager of PFMF. In that time BT has stabilised the Fund and recovered over
$131m from the sale of assets that have been significantly enhanced in value'
by BT. The proceeds have been used to reduce bank debt down from $92 million to
$30 million and increase the cash in hand from $9 million to $42 million.
BT is of the opinion that PFMF was so decimated by the previous manager,
including a raft of transactions where the previous manager lent money either to
itself or other entities that it controlled, it will never be re-opened to new
investment and must be intensively managed to optimally return money to the
Unitholders.
The process of returning money to Unitholders concerns two primary matters: How
quickly and how much. BT believes, given the nature of the PFMF assets, that the
faster the return of money to Unitholders, then the lower the amount that will
be returned. BT is also aware that Unitholders have differing views as to
whether they would like to receive less money faster, or the potential for more
money later.
For this reason BalmainTRILOGY has called a meeting of Unitholders to give them
the opportunity to vote on two resolutions covering the PFMF strategy:
Resolution 1 will allow changes to the Fund's constitution to
enable BT's recommended strategy for PFMF to be adopted which includes:
- The introduction of a new redemption program to return $295m of capital to
Unitholders by October 2012 with payments commencing in October 2010 in the
amount of $35m
- The introduction of a new unit entitlement to all current Unitholders to ensure
that they share in proceeds from successful litigation whether or not their
ordinary units have been previously redeemed by PFMF
- The PFMF assets to be sold after BT's value enhancement is completed (i.e. no
fire sales) with additional development of a limited number of PFMF assets to
increase the total capital payments to be made to Unitholders
- A new BT management fee structure which recognises the changing nature of PFMF
from 'performing mortgage manager' to 'distressed asset manager and developer'
and better aligns the interests of BT with the Unitholders1
- Introduction of a hardship redemption policy
Resolution 2 will allow Unitholders to decide whether Unitholders prefer redemptions to be
made at the Current Value Unit Price or the original Issue Price.
Both the Fund's independent Investor Committee and the report by the Independent
Expert, PKF Corporate Advisory, support the passing of Resolution 1 and the use
of current unit value in Resolution 2.
The meeting will be held in Brisbane on September 1. Unitholders can either vote
by proxy or at the meeting.
Andrew Griffin, the Joint Chief Executive of the Fund, said: "This has been a
difficult year for all Unitholders who are understandably disappointed that it
has taken nearly a year for BT to produce a definitive strategy for the PFMF. We
make no excuses for this. PFMF was mercilessly used by the previous manager to
forward their own development ambitions at the cost of our Unitholders' money.
To unravel the myriad schemes that were entered into by PFMF but were not for
the benefit of Unitholders has been an arduous process. We could not attempt to
provide any certainty to Unitholders until this process was fully completed. I
am glad to say that this has now happened."
"We now ask Unitholders to again have their say. We are proposing a strategy for
the Fund which we believe, without any doubt, provides the optimal solution to
Unitholders and properly balances Unitholder's needs for optimal return of
capital to them both from a timing and quantum perspective."
"If Unitholders accept our recommendations to vote in favour of Resolution 1 and
choose Current Unit Value redemptions in respect of Resolution 2, then
Unitholders will give themselves greater flexibility to either exit or stay in
the Fund at their discretion. But by voting for the issue price value option,
Unitholders will have no choice and will be forced to all exit at the same
rate," Griffin said.
BalmainTRILOGY assumed management of the Fund after Unitholders of the City
Pacific First Mortgage Fund – it has since been renamed the Pacific First Mortgage
Fund – voted them in and they became registered as the new Responsible Entity in
July 2009 in place of City Pacific. City Pacific has since gone into
liquidation.
Since taking control, BalmainTRILOGY has got the fund off "life support" and to
the point where a new, value-adding strategy can be implemented.
Rodger Bacon, Joint Chief Executive, said: "To get this far has been a very
difficult and time-consuming task. What it has involved included:
- Appointing independent service providers to the key roles of custodian and
registrar to ensure fair treatment of Unitholders;
- Establishing an independent Investor Committee to give Unitholders a voice;
- Vigorously pursuing all borrowers, including parties related to the former
manager, City Pacific, for monies owed to the Fund
- Steadily selling Fund assets at fair market value
- Extending the Funds finance facility
- Identifying Fund assets that can be developed to enhance the value of the Fund
- Pursuing litigation to recover losses."
"As responsible entity Trilogy has worked tirelessly to ensure that Unitholders are treated
with the respect that they were denied by the previous manager. Whilst we wished
we could have reached this stage sooner it was simply not possible,
notwithstanding the commitment of the large team of people dedicated to managing
the PFMF. We are thrilled that the first payments to Unitholders will soon be
made and that we can restore some financial health to our Unitholders".
Unitholders will also be asked to vote a on a third resolution, proposed by
minority group of 100 unitholders and opposed by BalmainTRILOGY. Resolution 3
seeks to reduce the 1.5% a year management fee on the gross assets to 1.25% a
year on the net asset value of the Fund. However, if Resolution 1 is passed,
BalmainTRILOGY will adopt the lower base fee of 1% of gross assets as set out in
Resolution 1.
Both Trilogy and Balmain have very long experience in property and mortgage
funds management. Trilogy's mortgage fund was one of the very few to remain open
during the Global Financial Crisis, and both companies now have individual
mortgage funds open to investors.
1 This entails a reduction of the base management fee by 33% to 1% of gross
assets (currently 1.5%) and the addition of a 'performance fee'. The performance
fee equates to 20% of any capital returns to Unitholders that exceeds
$415,000,000 (the value of the net assets as at December 2010) plus indexation
in accordance with the RBA cash rate from 1 July 2010.