Ann: Independent Expert confirms merger is Reasonable, page-4

BDO is GUN SHY over FAIR and REASONABLE

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BDO facing legal action over mining reportBy Richard Baker & Nick Mckenzie22 January 2018 — 12:15am

Leading Australian accounting firm BDO is being sued over an allegedly “misleading and deceptive” independent expert report which supported a proposed merger of tin miner Kasbah Resources Limited with a Canadian-listed company.Kasbah lodged the writ against the Perth office of BDO Corporate Finance in the West Australian Supreme Court on December 18, claiming erroneous valuation statements used in the report wrongly advised shareholders that the proposed deal was “fair and reasonable” and in their best interest.Kasbah is a small ASX-listed company with its main tin asset in far-away Morocco and shares trading at 0.015 cents this week.It has had significant changes at board and executive level and has become increasingly tied to Russian oligarch Vladimir Iorich through his Swiss-based investment house, Pala Investments.The BDO errors were exposed in a separate report by rival firm Deloitte, which had been commissioned by a small group of rebel Kasbah shareholders who were wary of the proposed 2016 merger with Canadian-listed Asian Mineral Resources. Pala is a major shareholder in Asian Mineral Resources.BDO was forced to admit the mistakes and acknowledged that it should have told Kasbah shareholders that the proposed deal was “not fair, but reasonable” had the valuations been accurate.The discovery of the errors in the BDO report prompted the Federal Court in late 2016 to deny Kasbah’s application to push through its deal with Asian Mineral Resources.The Australian Securities and Investments Commission last year announced it would be increasing scrutiny of independent expert reports, which play a crucial role in advising boards and shareholders on the merits of takeover or merger offers.Last week ASIC announced the Melbourne arm of accounting firm HLB Mann Judd had volunteered to vary its financial services licence to exclude it from providing independent expert advice.The reason for HLB Mann Judd’s action and ASIC’s announcement of it remain unknown.Perth, meanwhile, is home to many small-cap mining companies, making it a lucrative place for accounting companies such as BDO to provide independent expert reports to boards.Last February, ASIC’s regional commissioner for WA, Jane Gouvernet joined the Perth office of BDO corporate advisory as an associate director.Ms Gouvernet has played no role in the Kasbah matter.The Kasbah writ names BDO Corporate Advisory WA partner and chairman, Sherif Andrawes, and fellow director Adam Myers as having prepared and reviewed the independent expert report.The writ accuses the pair of failing to meet the terms of BDO’s “Our Commitment to You” policy, which promises work of the highest quality.Kasbah paid BDO more than $50,000 to produce the independent expert report. It is seeking damages for breach of contract and costs.Mr Iorich’s Pala Investments was previously a target of the Australian government’s Project Wickenby investigation into tax evasion.The Australian Taxation Office accused Pala of avoiding $34 million in taxes associated with its shareholdings in Australian-listed companies. The ATO later dropped its Federal Court action after working with Pala to revise its initial tax assessments.A BDO spokesman said: "This matter is currently with our lawyers and we are unable to provide further comment."