Ann: TNHL Appointment of Independent Sale Advisors, page-5

ACCC are the wrong mob to be looking into this. They are just viewing it from the, is it ok from a competition point of view in regards to existing laws on media ownership. To have a select few owning/controlling this company when they are not directors which means smaller shareholders are at the whim of larger shareholders overall objective. Asic are the regulators for our sharemarket and they should be more vocal if they are doing something about it as all the papers are reporting what a mockery but I have heard nothing from ASIC. It appears the levers have been getting pulled from behind the scenes for at least 5 years.

My concern is large holders using a publicly listed company as a personal plaything at the expense of public investors that were not privvy to the game.

They want Ten and everyone knows. Ten should have folded a few years back but they setup this personal guarantee loan so they could milk the public some more. It suited back then to provide the guarantees as ten was in need of serious cash on a regular basis and their guarantees were propping up the value as they sucked smaller investors into cap raise after cap raise.

Ten needed $100 million or so for normal working capital to tie it over until the savings transpired along with the lowering of licence fees that was anticipated. But major holders decided to exclude shareholders on the final cap raising requirement (as in the one Ten may need now) and they want to use the outstanding $30 million bill owed to them due to their guarantee support (which was to be in place until end 2017) as an equity transaction into Ten thus obtaining a larger holding effectively at no cost/no risk.

My concern is the following:
- This whole farce of VA has clearly been staged and the smoking gun was the threat to directors who wanted to use a facility that was available and not due to expire for another 6 months to tie them over with working capital but were threatened by legal action from the guarantee providers thus forcing directors to make a VA call as they had become compromised. The facility has not been called in as such but discussions regarding renewal were occurring. The bank had probably no legal ability to pull the facility early as it was 'covenant lite'. The directors obviously were scared to access the facility when they were threatened to be personally sued by the guarantors. It appears the guarantor wanted their excessive guarantor fees but not to back up the obligation they entered into. I note the guarantor fees actually received more than the bank lending the money which is amusing in itself as the bank has to get the funds and it costs them but the guys just signing their name will earn more fees than the borrower. Talk about milking the cow.
- At the time the guarantee was voted on(prior to establishment), all information supplied indicated it was pretty much their last option and the figures supplied by "the independant research" indicated a worst case scenario it would cost TEN 40 - 60 M for the facility for full 4 years. It has cost about $60 million for three years
- Contracts for content etc are now questionable as they may have been overpaying fees for content which was being purchased from their subsidiaries which reflected poorly on Tens results
- Ten being kept on life support and performing poorly for 5 years mainly due to the content changes implemented by management team. Now the light at the end of the tunnel can be seen and the guarantors want to pull the pin to obtain full ownership and slicing out existing holders saying there is no value in the company
- guarantors demonstrating via legal correspondence to directors that they dont want to back Ten but once in VA they are ready with contingency plan to take it over and saying it will be business as usual
- They have been working with administrator for a few months now to make sure things go as they plan
- Major 10% shareholder selling down constantly for 2-3 months at lowest price ever driving price down from 80c mark to 16c thus reducing market cap from $300 mill to $60 mill and making a cap raise much more dilutive and difficult to achieve. This allowed the Major holder that was selling to at least recover $20-30 million that would have been lost had they held an extra month or two. How come shareholders were not privvy to same information. That in my book is insider trading and the company selling should have a clarification on why they decided it was a bad investment after being in for so long to suddenly exit as market share was increasing and licences were being cut and content prices being reduced significantly
- Why on 26/5/17 when ASX issued a speeding ticket due to the spiralling stock price and asked questions they pretty much indicated there was nothing the market was not aware of other than a large holder liquidating their position. I believe disclosure obligations may have been breached

I understand these guys really want this company and if they pay some value to long suffering shareholders then all will be OK. But to mislead investors for so many years when the objective is very clear and the actions they have taken are to wipeout smaller holders is very wrong and throws any sort of market integrity out the window.

I kind of expect such shoddy dealings on a company with market cap at 1-5 million but to see it on a well known, $400+Million listed company is just a sick joke and makes a mockery of ASIC and its role to protect investors from the actions of those controlling the company.