Hi,
guys --
(Trying to resubmit this -- VIC Contact yanked the original because it looked too ugly.)
(All
numbers in South African Rand, unless I forget; current $ exchange
ratio is 7.42.)
I
made certain the last time I wrote this up to point out how
speculative the stock is: "This isn't a value investment, or
any other kind of "investment", for that matter -- it's
just sheer raw gambling." It's still speculative, but getting
less so. I think it's likely to deliver 40%-80% returns over a short
time frame.
Briefly,
R&E is a South African holding company that was looted in a
spectactular fashion by Brett Kebble. Fortunately, a good chunk of
the assets wound up in JCI, a sister company, and seem to be
recoverable. Management today released figures suggesting a
post-recovery NAV ranging from R29 to R33, and I think they're
low-balling.
For
more background on R&E, I _strongly_ recommend reading,
http://www.valueinvestorsclub.com/value2/Members/view-thread.asp?id=2263&more=dtrue
,
which I've been told is entertaining. Go ahead, I'll wait.
Back?
OK, here's the table of contents:
1:
NAV and the Merger
2:
Will the Merger Go Through?
3:
NAV and Aflease
4:
Recap
5:
Resources
1:
NAV and the Merger
JCI
owes R&E at _least_ R1.1B -- that's what the forensic auditors
pinned on them. R&E have made claims for R5B, or more than twice
JCI's NAV. The boards of R&E and JCI (who are essentially the
same people) have proposed resolving the whole mess by merging R&E
and JCI, with R&E to own 71% to 81% of the combined company.
NewCo would then quite likely be taken over in a share swap by
Aflease Gold. Estimated NAV's of JCI and R&E look like this, in
R1MM:
|
R&E
|
JCI
|
Goldfields
|
238
|
1701
|
R&E
|
0
|
186
|
Matodzi Resources
|
0
|
51
|
JCI
|
78
|
0
|
Other Investments
|
12
|
29
|
BoschendalWineEstate
|
0
|
140
|
Other LT Assets
|
154
|
133
|
Prospecting Rights
|
400
|
350
|
Jaganda
|
0
|
284
|
Investec Profit Share
|
0
|
-388
|
Taxation
|
-16
|
-220
|
Net Current Assets
|
4
|
-163
|
Post Retirement
|
-34
|
0
|
|
|
|
Total
|
836
|
2103
|
Combined
NAV is R2.94B. At 71%, using 72MM shares, R&E's NAV is
R29/share; at 81%, we get R33. We'll footnote the NAV estimates in a
bit.
The
rationale for the merger was laid out by the mediators: "To
ameliorate the difficulties in making an accurate assessment of the
net asset value, it is recommended that an overall settlement be
pursued on the basis of a merger between the companies. On a merged
entity basis, at least any under/over estimation of the asset values
will be captured within the shareholders' shareholding in the
combined entity." Assuming NewCo isn't taken over by Aflease, it
will be relisted on the JSE, and perhaps also on NASDAQ. Since NewCo
really has no reason to exist, I'd then anticipate an orderly
liquidation.
2:
Will The Merger Happen?
Management
has been on the road rounding up support; I think it unlikely that
they would come public with this unless they were pretty sure it was
going to go through. But here are the issues.
A
merger would require High Court approval and a 75% affirmative vote
from both companies. The key players are:
-
Investec, SA investment bank, which effectively -- hmm, let me be
careful here -- which some say effectively controls both companies.
-
Alan Gray, SA investment manager, which directs 25% of the
shareholding in R&E and JCI.
-
Montague Koppel, shadowy London financier, who owns 20% of JCI and
has filed suit against Investec challenging the legitimacy of the
R400MM "profit share".
-
Quinton George of Trinity Asset Management, who owns 15% of R&E
and has also challenged the "profit share".
-
Aflease Gold, headed by Neal Froneman, which owns 12% of R&E and
has an agreement with Trinity to swap Aflease shares for Trinity's
R&E stake once the disputes have been resolved.
The
sticky points are (A) The Investec profit share and (B) The exact
ratio.
(A)
The Investec profit share is _extremely_ questionable. Briefly, as a
last ditch maneuver to raise funds, Kebble placed all of JCI's assets
in an SPV, gave Investec 30% of the upside, and allowed Investec to
appoint the boards of JCI and R&E. The deal was supposed to be
ratified by JCI shareholders, but that never happened. In addition,
it's been pointed out the that fee is unconscionable, because
Investec was never at any risk, and were in fact feathering their own
nest by shoring up the Western Areas hedge book, which they profited
from/were on the hook for. Given that JCI was probably insolvent at
the time, R&E shareholders might want to challenge the
transaction as a fraudulent conveyance.
I'm
sure when they put this together, the Investec guys were saying,
"Woo-hoo! Yippie-ay-yay! We get to save the hedge book, make
money, _and_ put the boots to Kebble! What a day!" Which is
probably still what's going to happen, but meanwhile it's a big PR
problem for Investec because it just stinks and puts them in a very
unflattering light.
I
don't see the profit share as a deal breaker because Investec might
be willing to compromise, and absent a settlement, the benefits to
R&E and JCI of challenging it are unclear, because it's unclear
who would wind up with the money.
(B)
The Exact Ratio
The
range of ratios presented come from NAV estimates for R&E and
JCI, and the mediator's position that JCI coughing up R1.2B to R1.5B
"appears [...] to us to be a realistic starting point."
George,
the most vocal advocate for R&E shareholders, has indicated that
the upper end of the range is acceptable to him. Koppel has said that
he'd rather be a large shareholder in JCI than a smaller one in a
merged entity, but wouldn't object to a merger if it led to the
company being taken over. Alan Gray will vote for any settlement.
Froneman doesn't care much about the exact terms, since he's planning
on buying the whole thing anyway.
Anyone
involved in this thing is either a crook, vulture, speculator or
sucker. People (especially the suckers) will scream and bitch, but
it's in everyone's interest to split the difference and move on.
Finally,
if the deal falls apart, there's speculative upside for R&E,
because they've got as good a claim on JCI's assets and the Investec
profit share as anyone else.
3:
NAV and Aflease
Froneman
has said that he'll make a bid for the combined company. What might
he pay? Well, depends on what it's worth, so it's time to go through
NAV again.
The
biggest chunk is GFI stock, which I've shown at market. I'm not a
gold expert, but I suspect that the company is undervalued because
they've recently issued a lot of shares to take over the South Deep
mine and clear out the Western Areas hedge book.
JCI's
R284 from Jaganda is under dispute. JCI says it's R478, Jaganda say
R89, R284 is the mid-point, so there's an R200MM swing either way.
The
prospecting rights are likely worth more: this is a "conservative
valuation", and doesn't include "indirect stakes in the
prospecting rights contiguous to the South Deep gold mine",
which are currently being bid upon.
There's
still billions of rands floating around, maybe some of them will come
back some day.
It
looks to me like NAV is pretty solid. It's presented as guide to
calculating merger ratios, not as an attempt to puff the stocks. And
it doesn't include a huge intangible asset:
Knowing
where the bodies are buried.
The
scale of Kebble's misdeeds is enormous. It's like combining Enron and
Watergate into a single, all-encompassing scandal. There were a lot
of people involved in this. The PV of filing a $1MM suit against some
corrupt government official when you know only get $200k if you win
is, I don't know, $100k. But what's _not_ filing that $1MM suit
worth? If you want to do business in South Africa, as Froneman does,
the answer is, as the advertising campaign says, "Priceless".
It's like being Haliburton in Iraq.
I
don't think Froneman's offer will be at a significant discount to
NAV.
4:
Recap
I
think RANGY shareholders realize R30 or more sometime over the next
few months. Obviously this is not garuanteed, the investment may not
be suitable for all accounts, etc. If the time frame stretches out,
it's not necessarily a bad thing, because I think RANGY shareholders
are getting at least mildly screwed over in the current settlement
framework.
5:
Resources
I
was going to include tons of links, but instead will just direct you
to the R&E home page.
http://www.randgold.co.za/
Of
particular interest are:
Mediator's
statement.
http://www.randgold.co.za/investor_centre/announcements/company_news/news_280207.asp
Merger
Suggestion
http://www.randgold.co.za/investor_centre/announcements/company_news/15032007_announcement.pdf
Yours,
Bowd
Settlement of disputes; merger; possible acquisition.