NSC (ASX) Why not deal directly?

Originally posted by Dumas ↑

Yoda
As prev noted from a copy of IMA ( CGA prospectus on ASX late Aug 2016 ) the current IMA contract finishes on 30 June 2021, and also there is a performance review by the Board 2 years earlier - with reference at Board's discretion to recommend a change if performance over 3 years less than a set target.
Given last 15 months performance , there is No way CGA would have been able to pass that test. An Independent Board should then have recommended a change in those circumstances to other managers at their choice - not by CGA.
So this transaction is a sham to avoid that likelihood, or that the shareholders get sufficiently agitated to even earlier galvanise an EGM for the same reason.
So what is CGA actually " passing " across? At a maximum, 20 months ' fees. PV say $3.2m before additional costs Which sane investor would offer $12m? It is all smoke and mirrors for CGA to avoid losing 40per cent of its revenue for no payt !
Sure NAOS are not going to manage a Micro portfolio at 20 bps!
Wait till we see the proposed IMA. What is the odds it has a different duration - say, 10 years from now, and less opportunity to cancel along the way. That is why they say some amounts are subject to certain conditions going forward? One Like shareholder approval of new IMA ?
Maybe if the new ( longer ) IMA is not approved- all payments after the initial $2m ? Future Cash Becomes fiction.
Surely, shareholders need to also see all the "sale agreements " between CGA and NAOS, as well as the new IMA to fully understand what the supposedly " Independent " Directors of CTN have decided on our behalf. Remember also that NAOS owns 15 percent of CGA So both sides of the assignment agreed to are really "Related Parties". And many would argue a majority of CTN Board are also a related party of CGA ( see earlier posts ). Given these coflicts " best of breed governance "would require thatShareholder approval is essential to also approve the decision to allow the assignment by our Board.
( Maybe Mr Kerr's rushed resignation was a " Road to Damascus " revelation for him after March ).
And the new Board becomes even more conflicted - the Chair and a senior Exec of NAOS, added to the two supposedly independent Directors currently on CTN
It goes from bad to worse !

Expand

Dumas - "Sure NAOS are not going to manage a Micro portfolio at 20 bps!"
If conditions are not met ( which presumably includes no performance fees), NAOS pays away $6.7m to CGA over 4 years for managing CTN portfolio. Thats the minimum payment. Effectively, NAOS is managing the CTN portfolio for 0.2 to 0.3 % pa. and are happy to do that.
CTN Board, cut out the middleman. Save $6.7 m to $12.5m for your own shareholders.
Hang CGA out to dry.
Oops thats not possible as NaOS has a conflicted investment in CGA. Yoda recalls seeing various NAOS operatives at the last CTN EGM. The mind wonders. Thinking....thinking...

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