Off-Market Takeover Bid for Contango Income Generator Limited
In accordance with section 633(1) item 5 of the Corporations Act, please find attached a copy of
WAM Capital Limited’s (ASX: WAM) bidder’s statement (“Bidder’s Statement”) in relation to the
The Bidder’s Statement was lodged with the Australian Securities and Investments Commission
and sent to Contango Income Generator Limited (ASX: CIE) earlier today.
Dear Fellow Shareholders,
Contango Income Generator Limited (ASX: CIE) has delivered deeply disappointing results
and failed to provide shareholder value. We present WAM Capital Limited's Offer to acquire
up to 100% of CIE Shares on highly beneficial terms that provides a meaningful choice about
the future of your investment: remain a WAM shareholder or utilise WAM's superior on‐
market liquidity to exit your position.
This Offer allows CIE Shareholders to exit their CIE Shares by acquiring 1 WAM Share for
every 3 CIE Shares held. This represents a premium of 17.6% to CIE’s Share price on 25
September 2020, 18.1% based on CIE’s one‐month volume‐weighted average price (VWAP)
and a premium to CIE’s pre‐tax net tangible assets (NTA) as at 31 August 2020. CIE
Shareholders have suffered a persistent and deepening share price discount to NTA, poor
investment portfolio performance, an illogical change in investment strategy and an increase
in fees, dilution of shareholder value, poor corporate governance and the CIE Board's failure
to present Wilson Asset Management's superior alternative proposal.
Acquiring WAM shares provides access to Wilson Asset Management's investment expertise
and experience and commitment to shareholder engagement, and WAM's track record of
investment portfolio outperformance, greater market capitalisation and on‐market liquidity,
and lower management expense ratio.
The case for change
A persistent and deepening share price discount to NTA, an illogical change in investment
strategy and an increase in fees
CIE shares have traded at a persistent discount to their underlying pre‐tax NTA throughout
its history, with an average share price discount to CIE's pre‐tax net tangible assets of 13.2%
over the past 12 months. The CIE Board's proposal to substantially change the investment
strategy of CIE to a global long short strategy and to appoint a US investment manager with
a poor track record in managing an LIC was flawed and on unfavourable terms, serving only
to prolong the pain of CIE Shareholders. Shares in the single listed investment company (LIC)
managed by WCM Investment Management currently trade at a 10.8%1
discount to their
NTA backing, and yet the CIE Board’s proposal to enter into the new CIE Investment
Management Agreement has seen an increase in the management fees paid by CIE
Shareholders, from 0.95% per annum (with no performance fee) to 1.4% plus a 20%
performance fee, as well as an early termination fee of up to $500,000.
Based on the WCM Global Growth Limited (ASX: WQG) share price of $1.31 as at 25 September 2020 and the
18 September 2020 reported pre‐tax NTA of $1.469 per share.
WAM Capital Limited
ABN 34 086 587 395
Dilution of value and poor corporate governance
On 12 August 2020, the CIE Board announced it had completed a Placement to professional
and sophisticated investors at a 14.9% discount to CIE’s 31 July 2020 pre‐tax NTA. The CIE
Board also announced that it intended to conduct a share purchase plan (SPP) for existing
The CIE Board raised new capital that diluted 88% of CIE Shareholders, with only 269 out of a
register of 2,295 participating in the recent SPP. The CIE Board has effectively taken over
$2 million of value from CIE Shareholders and given it to participants in the Placement and
The failure to present Wilson Asset Management's superior alternative proposal
Wilson Asset Management submitted a proposal to the CIE Board on 13 August 2020 to
reposition CIE as an active investor in the highest quality Australian companies, delivering
investors a stream of fully franked dividends while providing capital growth and preserving
shareholder capital, managed by Wilson Asset Management (Proposal). The CIE Board
refused to announce this Proposal to CIE Shareholders. The Proposal was subsequently
announced to the WAM ASX announcements platform on 18 August 2020 but has still not
been communicated to CIE Shareholders by the CIE Board.
The Proposal to welcome CIE Shareholders into the stable of Wilson Asset Management LICs
would provide CIE Shareholders with access to a proven investment manager and LIC
specialist with a 21‐year track record, under more favourable terms than the WCM
Investment Management proposal. We are disappointed that the CIE Board failed its
shareholders by not putting the Wilson Asset Management Proposal to be voted on by CIE
Shareholders at the recent CIE extraordinary general meeting (EGM) on 18 September 2020.
Before the EGM, we requested the shareholder register of CIE from the CIE Board on
18 August 2020 in order to inform CIE shareholders of the Wilson Asset Management
Proposal, following the CIE Board's failure to do so. The CIE Board breached the Corporations
Act by failing to provide the shareholder register in the required timeframe. After we
threatened to commence Court proceedings to compel CIE to comply with the request for
the share register, the CIE Board only then sent us the requested register.
The CIE Board has actively denied CIE Shareholders the opportunity to vote on the Wilson
Asset Management superior Proposal at the recent EGM. At the CIE EGM on 18 September,
47% of shareholders voted against the CIE Board's resolution to adopt a new investment
strategy with WCM Investment Management.
On 11 September 2020, WAM and its associated entities (WAM Entities) lodged a notice
under section 249D of the Corporations Act, requesting that CIE call and arrange an
extraordinary general meeting of shareholders (WAM EGM) at which WAM would seek to
put a resolution to members to remove Mark Kerr and Don Clarke as CIE Directors, and
appoint myself and Glenn Burge in their place, with a view to subsequently appointing
Wilson Asset Management as CIE’s new investment manager. The CIE Board failed to advise
CIE Shareholders of our section 249D notice in the required timeframe of the ASX Listing
Rules and CIE has not yet called the WAM EGM. WAM is proceeding with this Offer
regardless. See Section 7 for more detail on WAM’s intentions in relation to CIE.
WAM Capital Limited
ABN 34 086 587 395
An exit opportunity with WAM Capital
In making this Offer, WAM is providing all CIE Shareholders with the opportunity to exit their
positions in CIE at an 18.1% premium to CIE’s one‐month VWAP of $0.632.2
We consider that the recent actions by the CIE Board represent a pattern of poor decision‐
making on behalf of CIE Shareholders. The CIE Board have been unable to close the
persistent CIE Share price discount to NTA and employed inconsistent and ineffective capital
management initiatives to date.
If this Offer is successful, WAM will provide CIE Shareholders with a choice, either:
a) remain a WAM Shareholder; or
b) utilise WAM’s superior on‐market liquidity to exit their position.
For further information see pages 11 to 14 of this Bidder’s Statement.
If you accept the Offer and are issued WAM Shares under the Offer before the WAM
Dividend record date on 20 November 2020, and you continue to hold your WAM Shares on
that date, you will also receive the fully franked WAM dividend of 7.75 cents per WAM Share
announced on 8 July 2020 and payable on 27 November 2020 (WAM Dividend).
If the Offer is extended, and does not become unconditional, you may not receive your
WAM Shares in time to receive the WAM Dividend. If the Offer does not become
unconditional and is extended for less than one month, you will not be able to withdraw
your acceptance of the Offer, and you will not receive the WAM Dividend.
In order to receive the WAM Dividend, it is important that you accept the Offer as early as
possible and in any event on or before [*] to receive your WAM Shares by 20 November
CIE Shareholders are being offered consideration under the Offer that comprises a specified
number of WAM Shares, rather than a number of WAM Shares with a specified market
value. As a result, the value of the consideration will fluctuate depending on the value of
The premium calculations are based on an implied WAM Share price of $2.24 as at 25 September 2020 and
the underlying VWAP information has been sourced for CIE Shares using IRESS.
WAM Capital Limited
ABN 34 086 587 395
Conditions of the Offer
The Offer is subject only to the following Defeating Conditions as summarised below – refer
to Schedule 1 clause 8 for more detail:
a) before the end of the Offer Period, WAM has a Relevant Interest in at least 50.1% (by
number) of CIE Shares;
b) between the date of this Bidder’s Statement and the end of the Offer Period the
Investment Management Agreement is not varied or assigned and no new investment
management agreement is entered into (or CIE enters into an agreement in relation to
any of the foregoing) other than assignment to, or entry into an agreement with, Wilson
c) between the date of this Bidder’s Statement and the end of the Offer Period no
Prescribed Occurrence occurs;
d) the pre‐tax NTA of CIE does not decline by 7.5% or more below the pre‐tax net NTA of
CIE of $0.746 per share, announced to the ASX in the Monthly NTA Statement 31 August
2020 on 4 September 2020;
e) the Dow Jones Industrial Average, in AUD terms, does not close at a level that is 5% or
more below the level of that index at 5.00pm (Sydney time) on the trading day
immediately prior to the Announcement Date and remaining at or below that level for at
least two consecutive trading days;
f) between the date of this Bidder’s Statement and the end of the Offer Period there is no
material adverse change to the assets, liabilities, financial position, performance,
profitability or prospects of CIE and/or its Subsidiaries;
g) between the date of this Bidder’s Statement and the end of the Offer Period CIE and/or
its Subsidiaries do not undertake certain actions such as making or proposing to make
any variations to its constitution, giving or agreeing to give any encumbrance over any of
its assets, or appointing any additional Director to its Board of Directors; and
h) between the date of this Bidder’s Statement and the end of the Offer Period there is no
regulatory action which materially affects the Offer.
Please see Schedule 1 of this Bidder’s Statement for further details of the Conditions to the
Offer. The Offer is scheduled to close at 7:00pm (AEST) on [*].
I encourage you to read this Bidder’s Statement for more details about the Offer and about
WAM. If you have any questions, please call me on 02 9247 6755 or our Chief Financial
Officer Jesse Hamilton on 0401 944 807. For inquiries related to your personal financial
situation please contact your legal, financial or other professional adviser.
courtesy of Bell Direct
i hold CIE ( and WAX 'free-carried ' )
have had plenty of time to buy into WAM ( and WAA ) and chose not to
am super cold on this offer and pretty neutral on the CIE strategy change ( didn't really want the international exposure but a different LIC has come come back to Australia focus .. so higher risk international exposure MIGHT be OK for me ( i bought CIE for it's ex-TOP 20 strategy .. sure it is being smashed at the moment but there was room for growth in the mid-term
am super happy with WAX but timing was very important to that outcome
Will this situation affect people who work at home?
There are many companies that are engaged with this. You can search the Internet for such firms. Now many people have open their own online advertising agencies because of this situation. Just many people began to promote earnings on the Internet. And some people became interested in it. For example, I opened my own business thanks to https://yourmoneygeek.com/retail-arbitrage/. I just learned from my own experience that the business with shares is not the most reliable system. So if your stock is falling then you should come up with a new business.