Cromwell fires back at faulty profit claim as key adviser takes its side

Hopes that the ARA proportional and hostile takeover would calm down and become more “collegiate” have been dashed as Brisbane-based property company Cromwell hit out at claims its profit reporting was faulty and a key adviser said there were no meaningful alternative strategies from the bidder.

Sep 04, 2020, updated Sep 04, 2020
ARA is bidding for 29 per cent of the shares it does not already own. (Photo: Joel Carrett/AAP PHOTOS)

ARA is bidding for 29 per cent of the shares it does not already own. (Photo: Joel Carrett/AAP PHOTOS)

Cromwell’s defence was also bolstered by proxy adviser CGI Glass Lewis which told investors that the ARA bid felt like a “stagnant retread”. It questioned ARA’s own performance and said that it was being disingenuous by claiming its bid for two director seats on a board of eight was not control.

Businessmen Gary Weiss and Joe Gersh have been nominated by Singapore-based ARA for director seats as part of a proportional takeover of Cromwell. ARA currently holds more than 26 per cent of Cromwell and is bidding for 29 per cent of the shares it does not already own, claiming Cromwell was underperforming and investing in areas where it had no clear advantage or experience.

Weiss claimed in InQueensland this week that Cromwell’s recent profit was boosted by the inclusion of a one-off development sale that should not have been included.

Cromwell issued a statement to the ASX rebutting the claims and saying ARA was misleading investors.

“Cromwell’s operating earnings have always been derived from diversified sources, including property rental income, fund and asset management fees, transactional and performance fees and development income,” the company said.

“It is misleading and inappropriate to selectively exclude some earnings, from one particular year to another from an audited set of results, in order to unjustifiably support a patently incorrect understanding about what reflects Cromwell’s financial performance.”

It is Weiss’s third attempt to get a board seat, which CGI Glass Lewis questioned.

“In this regard, we find ARA’s seemingly benign election to nominate only two members to a continuing board of eight in the spirit of “proportional representation” borders on irrelevance.

“Put directly, if the dissident’s offer is fully successful, ARA would be in a position to effectively remake the board as it sees fit, despite providing investors no meaningful alternative strategies, no acknowledgement of the underperformance of the funds it presently manages and only a fractional exit at a discount to current net tangible assets and substantially all closing prices between February 2013 and February 2020.”

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It said the bid by Weiss and Gersh “nevertheless, was hampered by the fact that ARA did not have any alternative strategies for the company.

“ARA laments Cromwell’s purportedly languid distribution profile and simultaneously castigates the company for paying distributions in excess of operational cash flow, in each case without detailing how operational cash flows could be sustainably increased or what distribution growth rate would be appropriate for Cromwell.

“Instead of addressing these issues, based on available information and in the simplest of terms, we consider ARA’s platform seems to be that its representatives will develop a plan to develop a plan.

“While that methodology may have been reasonable if strict proportional representation were the only issue at stake, we believe this approach remains woefully inadequate in the context of an effective control offer from a direct Cromwell competitor with a comparatively weaker record of value creation and a suite of managed funds presently sporting very large discounts to net asset value.”

“In direct terms, with full knowledge of ARA’s ongoing offer and its potential ability to substantially direct a reshaping of the Cromwell board such that it could be comprised primarily or entirely of directors friendly to ARA’s perspectives, we believe presenting the current platform as the simple appointment of two directors to a board of eight is fundamentally disingenuous.”

It hs recommended investors reject the offer.

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