Way back in the late 1980s, a fiery red-head called Andrew Scott was a loyal treasury minion of then Coles Myer finance director John Barner. Scott would later rise to become the retailing giant’s property chief before leaving in 1997 for Centro Properties, whilst Barner was fired in disgrace in 1993.
Come the early 1990s, Coles Myer’s then largest shareholder, Solomon Lew, got into strife during the last property crunch in Australia, courtesy of Paul Keating’s 17% interest rates. Solly borrowed too much money in 1989 from ANZ to buy Westfield’s stake in Coles Myer when Frank Lowy was struggling under the weight of huge losses at Channel Ten.
Solly needed a bail out, so along came the notorious Yannon transaction – an undisclosed deal that saw Coles Myer cop an $18 million loss by making good a liability Lew had to Rodney Adler’s FAI Insurance, which underwrote a capital raising by his Premier Investments.
It was Barner who put the Yannon deal together, but Scott was a bit player, even scoring a mention in the much-maligned report done by Alan Goldberg QC, a barrister sometimes used by Solly who is now a Federal Court judge.
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Fast forward a few years and it is amazing how the players remain the same. PwC was the auditor that missed Yannon and PwC is the current Centro auditor that, once again, seems to struggle with the disclosure of liabilities.
Solly Lew has finally sold out of Coles to confirm his billionaire status, but someone called Scott was causing controversy to the last – not Andrew Scott, but his brother Peter Scott, the disgraced former head of Coles supermarket who was fired in late 2006 for taking backhanders from a major meat suppliers.
And who are two of the leading figures who could mount an opportunistic raid on the teetering Centro? None other than Solly Lew and Frank Lowy.
There are myriad governance questions around Centro. Its long time adviser, JP Morgan’s Andrew Pridham, has generated more investment banking fees out of property than anyone in Australia, but he’s now copping it in the neck from the likes of Michael West in The Australian.
West had the best summary of the Centro governance issues, which will surely lead to formal investigations from the ASX and ASIC, along with a class action from investors against the directors and possibly auditor PwC.
The Rudd Government has picked funds management as an industry for special treatment, but it also believes in tougher corporate governance laws so expect quite a regulatory backlash from the Centro collapse.
For instance, it is completely inappropriate that Centro Retail Trust had the same board as Centro Properties. This is a criticism I used to make against Frank Lowy’s old Westfield structure, but Frank did the right thing merging all his vehicles in 2004.
It’s a shame the big shareholders and little activists like me all failed to pressure Centro into a more conventional structure. Sorry about that.