The Sunday Age’s entertaining business columnist, Christopher Webb, observed on 28 October that while “ABC Learning Centres might be locked in a share-price downtrend… money keeps flowing the way of the venerable house of Austock Group.” Webb pointed out the Bill Bessemer, Austock chairman, is also a director of ABC Learning Centres and that the brokerage collected $2.3 million for merger advice, $20,000 for capital raising fees and $239,000 for underwriting.
Webb pointed out that Austock’s fees were significantly less than FY2006, when the childcare provider paid Austock a jaw-dropping $26.5 million – which is equivalent to around 33 percent of the company’s net profit (Crikey is struggling to recall any other listed company which paid such a high proportion of its profit to an investment bank).
What Webb neglected to mention however is not only Bill Bessemer’s role at Austock, but the fact that ABC CEO and founder, Eddy Groves also happens to be a shareholder at the Melbourne-based broker. Webb can be forgiven though – ABC’s Annual Report itself also neglected to mention that Groves owns a 4.1 percent stake in Austock.
Crikey contacted ABC to ask why no disclosure of Grove’s ownership stake in Austock was disclosed to investors. A spokesperson for the company noted that Groves’ investment (in Austock) was not “considered large enough to give him the ability to significantly influence the financial and operating policy decisions of Austock. Therefore, it does not trigger the requirements for disclosure under Accounting Standard AASB 124 ‘Related Party Disclosures’.”
In a technical sense, that explanation is correct. Groves’ 4.1 percent stake in Austock would give him little or no influence over Austock (for the purposes of the overly narrow definition from AASB124) – however, that doesn’t mean that Groves’ ownership stake shouldn’t be disclosed to ABC shareholders – especially given Groves’ significant role at ABC.
The stated objective of AASB124 “is to ensure that an entity’s financial report contains disclosures necessary to draw attention to the possibility that its financial position and profit or loss may have been affected by the existence of related parties and by transactions… with such parties.”
What ABC (and the Account Standards Board) are effectively saying is that it is fine for a CEO, founder and figurehead to pay millions of dollars to a third-tier investment bank and to not disclose his not unsubstantial interest in that very bank to shareholders. While Austock has been a long-term adviser to ABC, and can probably take some credit for ABC’s rapid growth, it seems highly unlikely that given Groves’ ownership stake, that ABC would switch advisers (even if a more suitable alternative were to emerge).
Notwithstanding Austock’s no doubt sage (and somewhat costly) advice, ABC shares have had a difficult time of late. After hitting $8.60 in January (amid investor excitement at ABC’s US expansion), it scrip has slipped back to $6.57 per share.