It’s been some time coming, the logic of it is strong, and yet Macquarie Group has shuffled and avoided the issue for months.
But no longer; MQG’s ‘star’ infrastructure fund, Macquarie Airports (MAp) wants its freedom, but in true Macquarie style, the settlement of the divorce is not going to be easy or inexpensive.
MAp says it wants to manage itself, like Macquarie Leisure has done, and that means terminating Macquarie Group Ltd’s management rights: at a price of $345 million in MAp securities.
MAp said it would implement the internalisation by acquiring all the issue capital of MAML (Independent Board Committees of Macquarie Airports Management Ltd).
Macquarie Group will be issued 150 million new MAp stapled securities, at an issue price of $2.30 per security.
The securities issued to Macquarie Group have a value of $345 million, MAp said in the statement.
But that jumped to $372 million by the close Friday, despite Map securities falling 18 cents on Friday to $2.48 after a strong rise on Thursday of 25 cents to $2.64. That 10% rise seems to have been missed by regulators.
The 150 million securities to be issued represent 8.1% of the expanded capital and will increase Macquarie Group’s interest in MAp to about 27.3%, which is effectively a controlling stake.
That will increase the value of the stake, should the about-to-depart parent want to sell.
In a story in the Sydney Morning Herald on Saturday, MAp acknowledged it could internalise its management without paying Macquarie a cent if it gained enough support from its securityholders at a meeting of securityholders
As well as the decision to separate, MAp is changing its name to MAp, and dropping any direct reference to Macquarie.
Internalising MAp’s management is expected to reduce the gap between MAp’s security price and the value of MAp’s airports, the chairman of MAML, Trevor Gerber, said in Friday’s statement.
MAp’s pride and increasingly expensive joy is Sydney Airport, 74% owned, as well as smaller stakes in Copenhagen, Brussels and Bristol airports.
The SMH story pointed out that Macquarie Group has control over some of these stakes in the non-Sydney stakes through first rights of refusal.
That means there’s the possibility that if MAp didn’t pay out Macquarie, the latter might not co-operate if MAp wants to sell some of the smaller stakes, or might demand a high price to give up its rights over the shareholdings.
MAp said management fees have averaged $44.1 million per annum, while performance fees have totalled $255.5 million over the last six and a half years, so the decision to pay shares worth more than $372 million (based on Friday’s closing price) looks very expensive.
"With the elimination of management fees partially offset by the additional cost of internal management, the earnings of MAp are expected to increase sufficiently to broadly maintain initial earnings per stapled security on the increased capital following the issue to Macquarie," MAp said.
MAp reaffirmed its intention to pay a total distribution of 21 cents per stapled security for calendar 2009, having already declared 13 cents as an interim distribution.
MAp said Macquarie Group would provide support services to MAp for twelve months to allow MAp to operate as a stand-alone entity as soon as practicable.
MAp said its chief executive, Kerrie Mather, would continue in her role and that other members of the management group (currently employees of Macquarie) will be offered employment with MAp.
MAp securityholders will have to approve the internalisation at a meeting to be held in September.
For the second time in almost two years, agricultural chemicals group Nufarm Ltd has attracted takeover attention from a Chinese company.
Friday saw Nufarm admit that Chinese chemical trader Sinochem Corp has approached the company about acquiring the business.
Sinochem confirmed the approach over the weekend.
The news saw the shares surge again on Friday and they finished up 24% from Wednesday’s close when rumours of a possible approach started circulating.
The news of the new approach overwhelmed a guidance announcement by Nufarm that its 2009 profit may be 10% to 15% below the lowered guidance issued last month. That would be the third downgrade in a couple of months from the company.
Nufarm said there was a risk that its year end net operating profit may be below the revised guidance issued on June 16, 2009.
"It is possible that Nufarm’s net operating profit may be more than 10 per cent to 15 per cent below the previous guidance, but we are not yet in a position to determine whether this will be the case," it said.
Growers in the US planted crops very late in the season and this has resulted in later than normal buying decisions.
"As a result, Nufarm now expects that at the end of the company’s financial year (July 31) it will have a higher accounts receivable balance and a higher net debt balance than indicated in May 2009, both of which it expects to revert to a more normal level in the near term," Nufarm said.
The company said it was not yet in a position to determine whether it would record any material abnormal or extraordinary items for the financial year ending July 31.
Nufarm’s results annual results are due to be announced on September 28.
Nufarm said that it had been approached by Sinochem on a "confid
