ANGRY GPT Property Group shareholders have called for the removal of its board after attempts to recapitalise with a $1.6 billion issue and placement to Singapore's state-owned GIC Real Estate.
One of GPT's major investors, Perennial Real Esate Investment, last night called on the GPT board to postpone the transactions for five trading days to allow the new information to be properly disseminated to the market.
Perennial, which has a 10 per cent interest in GPT, said it had major concerns with the transactions. "The transaction is heavily dilutive to existing shareholders and Perennial believes that it is not in the best interests of shareholders," Perennial said.
"Perennial believes a deferral will allow the market to properly consider alternatives to releasing the true underlying value inherent in the GPT group's assets."
Perennial said it had lost confidence in the GPT board and planned to requisition a meeting to remove the board.
Brokers suggested that some institutional investors were unlikely to take up their entitlement of about $1 billion worth of units.
One source said up to a third of the institutional entitlement would be taken up by hedge funds and general equities funds.
GPT has raised at least $1.3 billion in a 1 for 1 non-renounceable entitlement offer to all unitholders at a discount of 35-48 per cent to Monday's closing price.
The offer was fully underwritten by UBS, Deutsche Bank and Goldman Sachs JBWere.
GPT also made a placement to Singapore's state-owned GIC RE of $250 million of notes convertible into equities at $1.25 per unit.
The heavy discount enraged unitholders but GPT's outgoing chief executive Nic Lyons, who stepped down yesterday, said it was critical to ensure the issue was fully underwritten.
He said the purpose was to raise enough capital to take the "whole gearing issue off the table" because the issue had masked the underlying value of GPT.
"There is no way that GPT was worth a dollar -- which was what it had been trading at -- when the assets were worth $3.68," said Mr Lyons, who handed over to stand-in CEO Michael O'Brien yesterday.
He said GPT had not, and did not expect to, breach its loan covenants, and would not leave "securities holders in an uncertain position" next year with "banks using legal rights to have the loans repaid".
Mr Lyons said if all securities holders took up their rights, the only dilution would be created by the placement to GIC, "which in the scheme of things is relatively minor". But an institutional investor pointed out that the distribution this year would drop from 18c to 7.2c per security.
GIC will end up with between 12 and 18 per cent of GPT capital.
GIC RE president Seek Ngee Huat said: "We see this partnership with GPT as a good fit."
Some observers believe that the GPT share price will fall when it re-opens for trading today.
A major investor said: "My biggest concern is the lack of management credibility and the joint venture."
"It is a potential time bomb. The management have a lot of issues to resolve." GPT has written down the value of its $1.9 billion European joint venture with Babcock & Brown to zero.
This, its most controversial move, has been blamed for the fall in GPT's share price from $4.67 last December to $1.15, wiping out $7.8 billion in market value.
Mr Lyons said he personally took "full accountability" for events and accepted the board decision to replace him.
"If we look back now with 20-20 hindsight, you would definitely do things differently.
"But ... they were the right things to do" at the time.
http://www.theaustralian.news.com.au/story/0,25197,24543300-643,00.html