Monday, April 6, 2009

Sweetheart deal for Fletcher Building's friends makes small investors sick

Bruce Sheppard had a go at it yesterday and now it is my turn to have a go at Fletcher Building [FBU.NZ] management for the cavalier attitude they have for small Fletcher investors.

At the heart of that attitude is the recent capital restructuring to raise funds to retire debt and reinforce cashflow.

Institutional investors basically got a sweetheart deal from Fletcher management when they got cut price shares at NZ$5.35 per share on a pro-rata basis. That is, in proportion to the shares they already hold. A deal apparently will be offered to smaller shareholders, but capped at NZ$100 million and not pro-rata, so we got the arse end of the donkey here.

Compounding this favouritism, apparently non-institutional "large investors" (whatever that means) have also got some cream on top of the sweetheart deal for institutions that makes it so sweet smaller investors are bound to chuck up after reading it. This particular deal will give special rights to those large non-institutional investors to ratchet up their holdings to reduce the diluting effects of the placement to institutions.

Now I don't know about you but if you are a small Fletcher shareholder (I am, I have 1000) you might be suffering a diabetic reaction to all this sweet favouritism to the big boys by now and wonder out loud to yourself again why the NZX might be an unfavourable place for New Zealanders to invest considering they are not on a level footing with the big boys that Mark Weldon's NZX has granted a wavier to to snap up more of Fletchers.

According to the NZX website the folk who may have participated in the $405 million placement of shares concluded last week are connected to Fletchers by virtue of the fact that some are "Associated Persons of FBU Directors by virtue of having a common Directorship with FBU and several placees participating in the Placement".

Those people are:

(a) ANZ National Bank Limited, by virtue of Sir Dryden Spring’s and Mr John Judge’s common Directorship;
(b) Westpac New Zealand Limited, by virtue of Mr Ralph Waters’ common Directorship; and
(c) the Accident Compensation Corporation, by virtue of Mr John Judge’s common Directorship.

So it gets even worse when you dig down into the detail. Its like a bloody incestuous Utah Mormon clan!

I haven't got the time to read through the pages of verbose detail but I guess some will be revealed at a latter stage. Most will be lost on the average small mom and dad Fletcher share holder because media are too lazy to do the research - all except Bruce Sheppard, I am sure we will be hearing from him again on this matter.

There is however a solution to this.

Strong demand from those mentioned above for shares in the capital raising aside, Fletcher Building still operates in an environment of weak business prospects and an uncertain future as far as sales go.

Global stockmarkets have raced ahead over the last month or so and there is downside to come.

Shares in the company have ranged from $5.11- $6.50 over the last six months (see chart above) and it is not unlikely scenario that smaller shareholders like me could pick up extra shares cheaper than the proposed $5.35 to stop dilution of their holdings by buying them on the open market. You don't have to participate in this madness and still stay undiluted!

That is just what I am propose to do .

Bugger them.

Fletcher Building @ Share Investor

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