Molopo Energy – Withdrawal of Takeover Bid

August 10th, 2018

As foreshadowed in our market announcements of 18 July 2018 and 24 July 2018 on this subject, Aurora Funds Management Limited (Aurora), in its capacity as responsible entity for the Aurora Fortitude Absolute Return Fund (AFARF), makes this further announcement in respect of the off-market takeover bid by AFARF for shares in Molopo Energy Limited (Molopo).

The Announcements made by Molopo on 8 May 2018 disclosed a number of transactions which were in excess of the ‘no material transaction or series of transactions of more than $2 million’ defeating condition of AFARF’s bid, specifically:

▪ “On 30 January 2018, Orient redeemed all of the JV Partner’s shares in Orient for a redemption amount of USD$7 million (Orient Redemption), resulting in the shares of the JV Partner in Orient being cancelled and Orient becoming a wholly-owned subsidiary of Molopo”;

▪ “Following completion of the Orient Redemption, Molopo has sole funded the remaining amounts required by the Orient Project, in accordance with its current budget for the project, in an aggregate amount of USD$21 million (Orient Funding)”;

▪ “On 21 February 2018, Orient entered into a contribution agreement (Contribution Agreement) with Drawbridge Energy Holdings Ltd (Drawbridge Holdings) pursuant to which it agreed to (i) transfer its 100% interest in Orient FRC (US) LLC (Orient US), a wholly owned subsidiary of Orient; and (ii) assign Orient’s interest in the Orient Project to Orient US at completion, in consideration for a 30% interest in Drawbridge Holdings (Combination Transaction)”; and

▪ USD$21 million was funded by way of intercompany loan from Orient to Orient US. Following completion of the Combination Transaction on or about 7 March 2018, the loan from Orient to Orient US was extinguished.

Each of these transactions alone and in combination with the others trigger that defeating condition and, in Aurora’s opinion, has substantially and adversely affected the value of Molopo’s assets. Further, the Takeovers Panel has reviewed the conduct of the former directors of Molopo and found their actions to constitute unacceptable circumstances in relation to Molopo’s affairs.

In the recent Quarterly Activities Report released by Molopo on 1 August 2018, the new Molopo Board, who were elected at the Company’s Annual General Meeting on 31 May 2018, made the following comments:

“Following a detailed review of the Orient/Drawbridge Transactions, the current Directors of Molopo cannot see any logical or commercial reason for entering into these transactions.

The Transactions resulted in the Company’s cash reserves being depleted from A$66.2 million at 30 June 2017 to A$15 million as at 30 June 2018.

The Former Directors proceeded with these transactions without seeking shareholder approval, resulting in a breach of ASX Listing Rules, as well as breaching ASX continuous disclosure obligations and the Corporations Act.”

Aurora notes that Molopo has sought a review of the Orders made by the Takeovers Panel on 18 July 2018. Notwithstanding this development, Aurora has determined that it will not declare AFARF’s takeover bid free from its defeating conditions. The takeover bid will therefore expire on 20 August 2018, subject to triggered defeating conditions, so all contracts arising from acceptances of the takeover bid to date will automatically be rescinded and Aurora will deal with the acceptances and any accompanying documents so that all Molopo shareholders who have accepted the takeover bid will receive their shares back.

Aurora will provide a formal notice to Molopo and the ASX on Monday 13 August 2018, in relation to the status of defeating conditions, as required by the Corporations Act.

Variation of Licence Conditions

June 27th, 2018

Aurora Funds Management Limited, in its capacity as Responsible Entity for the Aurora Absolute Return Fund, Aurora Fortitude Absolute Return Fund, Aurora Global Income Trust, Aurora Dividend Income Trust, Aurora Property Buy-Write Income Trust, and HHY Fund, acknowledges the conditions placed on its licence following the misappropriation of funds by its former Chief Financial Officer, Ms Betty Poon.

On 25 November 2017, Aurora management identified the misappropriation of funds, resulting in the immediate termination of Ms Poon, with the matter being reported to the Victoria Police on the same day. On Monday 27 November 2017, Aurora notified ASIC and made an ASX Announcement. Since this time, a thorough forensic investigation has been completed, Aurora has changed its auditors, is in the process of changing its unit registry arrangement and Ms Poon has pleaded guilty to the misappropriation of funds. Aurora has also recovered a portion of the misappropriated funds and other recovery actions remain on foot.

In March 2018, Aurora in its own capacity repaid the misappropriated funds for the benefit of fund members.

Since the misappropriation, Aurora has reviewed and altered its risk management framework to avoid this situation occurring again. The variation of the licence conditions will not currently impact the way Aurora funds are managed and business will continue as normal, whilst the review is carried out.

ASIC has imposed licence conditions that require Aurora to engage an ASIC-approved independent expert to assess and report on the adequacy of its resources, corporate governance and risk management practices. Aurora has agreed to the conditions and must engage an independent expert by 30 June 2018.

The independent expert’s review will consider, among other things, Aurora’s:
• risk management systems;• internal governance and communication systems; • processes and procedures for handling scheme property; • financial, technological and human resources considering the size, nature and complexity of Aurora’s business; and • processes and procedures to ensure its representatives have the necessary qualifications, skills and ongoing education.

The independent expert will report to ASIC and Aurora and provide interim recommendations for any steps that Aurora should take to ensure that its procedures are adequate by 1 October 2018. Aurora is required to inform ASIC of any recommendations that it will not implement and explain why it will not do so. The independent expert will then provide a final report to ASIC and Aurora by 29 March 2019.

At all times, Aurora has worked cooperatively with the Victoria Police and ASIC and will continue to do so. As part of this cooperation, Aurora has agreed with ASIC to appoint an independent party to conduct a review of its corporate governance and risk management practices. Accordingly, ASIC has amended Aurora’s licence to take into account this review.

Appointment and Resignation of Compliance Committee Members

June 20th, 2018

Aurora Funds Management Limited, in its capacity as Responsible Entity for the Aurora Absolute Return Fund (Aurora), is pleased to announce the appointment of Mr Anthony Hartnell, AM and Mr Patrick Burroughs as external members of Aurora’s Compliance Committee to replace Ms Kim Rowe and Mr John Taylor. These changes take effect immediately.

Mr Hartnell is currently a Non-Executive Director of Aurora Funds Management Limited, having been appointed to the role of Non-Executive Independent Chairman on 2 March 2018. Mr Hartnell is a former Chairman of the Australian Securities Commission and National Companies & Securities Commission (being the predecessor organisations to the Australian Securities and Investments Commission).

Mr Patrick Burroughs is a chartered accountant and a former senior partner at KPMG, a major accounting firm, until his retirement in 1998. In his career with KPMG, Mr Burroughs specialised in the Financial Services, Construction and Manufacturing sectors of the economy as well as managing major divisions of the firm. Mr Burroughs has also served as a non-executive director of The Companies Auditors and Liquidators Disciplinary Board, the Women’s and Children’s Health Service, Pacifica Group Ltd, The Open Garden Scheme, The Royal Children’s Hospital Melbourne, State Trustees Limited and the Corporate Trustees of large public offer superannuation funds administered by MLC Ltd. Currently, Mr Burroughs acts as an Independent Member of the Audit committee of Vanguard Investments Australia Ltd.

The Board also wishes to thank Ms Rowe and Mr Taylor for their considerable contributions during their tenure on the Compliance Committee.

Notice regarding new AMIT Regime

June 5th, 2018

NOTICE TO INVESTORS IN THE TRUSTS OF PROPOSED MODIFICATIONS TO THE CONSTITUTIONS

This notice is given by Aurora Funds Management Limited ACN 092 626 885 (the RE) under Section 601GCA (3) and (4) of the Corporations Act 2001 (Cth) as modified by ASIC Corporations (Attribution Managed Investment Trusts) Instrument 2016/489 (the Instrument).

The RE is the responsible entity of the registered trusts listed below (each a “Trust” and together the “Trusts”) and gives notice to the unit holders in the Trusts that it proposes to modify the Trusts’ constitutions (“Constitutions”) to facilitate their operation under the new Attribution Managed Investment Trust regime (“AMIT regime”).

Read more here.

Retirement of Director

June 5th, 2018

Aurora Funds Management Limited (Aurora) announces that Mr Jeffrey E. Schwarz has retired as Nonexecutive Director of Aurora, effective 31 May 2018. Mr Schwarz, who resides in the US, has retired due to other commitments. The Board would like to thank Mr Schwarz for his valuable contribution to the Board during his tenure and wish him all the very best in his future endeavours.

Appointment of Mr Anthony Hartnell AM to Molopo Energy Limited (MPO) Board

Aurora also notes Mr Anthony Hartnell AM appointment to the Board of Molopo Energy Limited, as approved by shareholders at the Molopo AGM today.

Director Appointment

March 2nd, 2018

Aurora Funds Management Limited (“Aurora”) is an Australian-based alternative asset manager specialising in absolute-return investment strategies.

Aurora’s current ownership group purchased the business on 30 June 2016. At the time of purchase, Aurora’s business was in distress, primarily due to a significant investment made by the former managers in an ASX-listed convertible note that had run into financial difficulty, which had ultimately caused it to freeze certain fund liquidity. Having inherited this illiquid position, the incoming Group worked diligently to restore liquidity for the funds, allowing circa $50 million of redemptions to be processed shortly after its purchase.

The incoming Group was led by John Patton. John had been a partner with Ernst and Young and prior to that, was Chief Financial Officer of a gas transmission business owned by the Hastings Diversified Utilities Fund.

The Group has sought to keep Aurora’s business independent. However, an impression has apparently been formed in some parts of the market that the business is associated with, in particular, its former owner Keybridge. Despite Keybridge retaining the management rights of one of Aurora’s funds (HHY Fund), and Aurora complying with its obligations under that arrangement, that impression is not correct.

This unfortunate impression was entrenched by recent findings in the Takeovers Panel where share acquisitions in an ASX company, Molopo Energy Limited, by each of Aurora and Keybridge had to be unwound. That position has been vigorously denied by Aurora, with the legality of the decision currently subject to judicial review in the Federal Court (NSW).

The Group has also had to deal with challenges associated with a financial theft, that resulted in the immediate termination of its long standing Chief Financial Officer (Ms Betty Poon), replacement of its auditor (Deloitte) and a review of its share registry service provider (Registry Direct).

The Group has continued its focus on rebuilding Aurora and becoming a sustainable funds management business. The key areas of focus for the Group include improving investor returns and correcting public perception, particularly around corporate governance. Aurora management recognises that it needs increased focus in these areas if it is to be seen by investors and the wider market, as what it believes it is – a truly independent, professional and proficient funds management business.

An important step in this direction is to appoint a new independent director to the Aurora Board. Mr Tony Hartnell AM has accepted our invitation to join the Board and to participate in working on the development of transparency, professionalism and independence.

Mr Tony Hartnell AM, who was previously the inaugural Chairman of what is today known as the Australian Securities and Investment Commission (ASIC), is a very welcome addition to the Aurora Board.

Change of Scheme and Compliance Plan Auditor

February 5th, 2018

The directors of Aurora Funds Management Limited (Responsible Entity) have resolved to appoint Grant Thornton Audit Pty Ltd as auditor.

Deloitte Touche Tohmatsu have applied for, and received, ASIC consent to resign as the auditor.

Aurora Announces New Executive Director & Management Changes

January 12th, 2018

Aurora Funds Management Limited (Aurora) is pleased to announce the following Director and Management changes.

Executive Director – Mr Victor Siciliano

Mr Victor Siciliano has joined the Aurora Board as an Executive Director. Mr Siciliano is currently the Portfolio Manager of the various Aurora funds and is responsible for undertaking detailed company analysis on Australian and International listed companies, implementing investment strategies and making investment decisions. Mr Siciliano has in excess of 10 years investment experience, having previously worked at boutique fund manager Sterling Equity as well as for Macquarie Group. Mr Siciliano holds a Masters of Applied Finance (Investment Management) as well as a Bachelor of Business (B Bus, Banking & Finance) and is RG146 compliant.

Chief Financial Officer & Company Secretary – Mr Adrian Martin

Mr Adrian Martin has been appointed to the role of Chief Financial Officer and Company Secretary. Mr Martin has worked in the financial services and funds management industry for over 15 years with recent roles at Marshall Investments and Keybridge Capital Limited, where he was the Chief Financial Officer and Company Secretary. Mr Martin is a Certified Practising Accountant and holds an MBA as well as a Bachelor of Commerce (Accounting).

Mr Ben Norman has resigned as Aurora’s Chief Operating Officer. Mr Norman has made a valuable contribution to the Aurora business during his tenure and we wish him well in his future endeavours.

Fund Announcement and Termination of Employment

November 27th, 2017

NOTICE

Aurora Funds Management Limited (AFML) announces that over the weekend it became aware that approximately $1 million of funds belonging to the Aurora Property Buy-Write Income Trust (AUP) appear to have been taken from its bank account without proper authority.

The matter has been reported to the Victoria Police and it is currently under investigation.

AFML will also notify this incident to ASIC as required under the conditions of its Australian financial services licence and the insurer under its investment management insurance policy. Aurora confirms that it has appropriate insurance cover in place and also expects to take recovery action against the alleged perpetrator as soon as practicable.

Although AFML’s investigation is continuing, at this stage the board has no reason to believe that there has been any other unauthorised withdrawal of money from any other fund managed by AFML. Further, AFML believes the perpetrator acted alone.

This incident is not expected to affect completion of AUP’s takeover of the RNY Property Trust (RNY). Although payment to some RNY unit holders has been delayed, outstanding cheques should be received this week.

The Chief Financial Officer of AFML, Ms Betty Poon, has been terminated effective immediately. AFML will appoint a replacement as soon as possible.

Takeover bid for RNY Property Trust Closed

November 2nd, 2017

Aurora Funds Management Limited as responsible entity for Aurora Property Buy-Write Income Trust’s (“AUP”), takeover bid for RNY Property Trust (“RNY”) closed at 7:00pm (Melbourne Time) on Thursday 2 November 2017.

AUP will now complete the purchase of all RNY units for which it received acceptances.

Each RNY unitholder who accepted the offer will be paid their offer consideration of 1.7 cents cash for each RNY unit included within their acceptance, in accordance with the timetable outlined in the Bidder’s Statement.

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