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AOH 10.5¢

Ann: Appendix 3B

  1. ASX News

    99,955 posts.
    • Release Date: 16/08/13 18:22
    • Summary: Appendix 3B
    • Price Sensitive: No
    • Download Document
  2. mic231

    381 posts.

    What do people think of this?
    Got in first.

  3. ditto..

    1,930 posts.

    I'm stunned (I think), slap me some more.
    Did I read that correctly?, or could someone kindly enlighten me on the finer details?.

  4. osake

    461 posts.

    This is now a Scottish Benevolent Society . What else can one say but caveat emptor ... when treading into small Oz mining companies. After the option rip off earlier this year this goes beyond the pale . Very disappointing .

  5. cardz

    2,310 posts.

    Can't wait to see this get spun

  6. So much for the board acknowledging the risk and perseverence taken by the long-time small shareholder of AOH. If AOH performed badly, the shareholder would have lost badly. Now that AOH has performed adequately in its evolution to a small scale producer, the MD benefits enormously. AOH is still a high risk investment.

    A very adequate salary already pays for the MD's skill and dedication. Additional share handouts should be allocated by the board retrospectively for EXCEPTIONAL performance by the MD, not in anticipation of an EXCEPTIONAL performance that we hope and trust he will give.

    The reasoning by the board (which includes the chairman) appears to be "well let us see how much we can take from the owners (lambs) before they start to bleet".

    There are other small oil and gas, and mining companies which are evolving very satisfactorily and have a better intrinsic value performance than AOH. Their directors are not being rewarded to the same degree.

  7. Hotfire

    15,518 posts.

    On Monday I am going to ask my boss for an advance paid bonus in anticipation of achieving my sales budget in 2016.

  8. cardz

    2,310 posts.

    I have another similar company, board and MD forewent their pay rises and took 25% pay cut, share options and sadly laid off people in office to ensure continuation of elevated share price going into production. Market LOVED it.

    Some could learn a lesson.

  9. What a disgrace, I nearly spewed when I read this... I hope the management at AOH read this forum and pass on the disgust of shareholders.... We are down almost 50% and he gets 3 million shares.....Its times like these I wish you could swear.

  10. JGunter99

    6,540 posts.

    Just to check I got the maths correct:

    2 x {(Salary x 0.45)/20 VWAP}

    = (approx) 2 x {500,000 x 0.45)/.15)

    = 3,000,000.... exactly

    Had the share price been 10 cents vwap then it would have been 4.5 million shares.

    Please someone tell me I have got this wrong. And, if not, does this now mean that management think the SP will go higher.

  11. JGunter99

    6,540 posts.

    This i from the 2012 Annual Report (page 36):

    10.8 Long term incentives
    Altona employs LTI’s as part of its remuneration structure in order to provide the Company with a range of incentives to
    attract, retain and align the interest of shareholders and the executives to whom these incentives are provided.
    The maximum percentage of base remuneration that an executive may receive as an LTI and the relevant vesting criteria
    are pre-determined.
    LTI’s can include share rights or options as detailed in the Employee Awards Plan as approved by shareholders on 6
    August 2010. Share rights or options are issued for no consideration, however the vesting of the benefits are conditional
    on achieving specific measurable performance hurdles that are aligned with Altona’s strategic objectives. In
    measurement of these performance hurdles, equal weighting is given to:
    shareholder returns, and
    delivery of specific objectives and strategies from the Group’s Strategic Plan.

    How in any way shape or form is the granting of 3 million shares early associated or weighted to shareholder returns??? Shareholders have received nothing. Where is this "share holder returns weighting" in the formula used to calculate options???

    Enough is enough Altona. This ends now.

  12. dolcevita

    6,328 posts.

    cardz & ors:

    Now just who do you expect will "spin"??

    For the record, and I must have said this at least half a dozen times.... I've only commented where I think you guys are overstating the case or getting things wrong, especially with your assumptions. Or, if I strongly agree with something I might also post and explain why.

    I find the assumptions on
    - no Plan B re Roseby given the realities of the option (because there was a real chance that Xstrata would say yes, others wouldn't spend money on analysis then market conditions changed); and
    - the rear vision assumptions that AC should have sold Roseby for a song when a Director has to maximise shareholder value (and market conditions at the time he was doing that by extending the resource)

    equally absurd. There are plenty of others.

    The best one is that I'm in some way linked to AOH. The fact that I could think independently seems to elude many of you.

    At times the commentary is needlessly nasty....often in poor taste. But also extremely funny. People get nasty in HC for a variety of reasons. The problem for you is I'm not much of a hater.

    Here's the big point though:

    How could anyone disagree that the performance standards are far too vaguely worded? It all comes down to what is in his performance agreement and that's not disclosed. It has been pointed out way earlier than now, way before JG's discovery and I certainly did not vote for it.

    Options are much better to be linked to SP performance, or particular targets no doubt about it. (Other stocks I hold have much more stringent and transparent targets to be met, one has the Chairman not on a salary, but on an options plan with SP performance targets. The problem with that is delays beyond his control. Because I'll be TOU'd by the trigger happy for X ramping I'm not mentioning the stock, but I bought AOH many years before).

    AC has said as a shareholder, he doesn't favour dilution in the form of a CR. Well, it would be disingenuous to say he doesn't count 3 million as significant enough to matter?...but it certainly looks very poor from where we sit. sure it does.

    If he dumps them, it will hurt us. Otherwise the best that can be said is it's not significant dilution. It is a lame comment though, but I hope it satisfies your need for "spin". Ridiculous!

    If he's reached a milestone but it's not public knowledge yet, we don't know. Obviously I agree with HF that you reward after achieving the goal, not before. Who could disagree with that?

    All I want is balanced, fair and reasonable discussion and I'm not compelled to add to it at all times, especially when reasonable points are being made. TUs are for that.

    But do I have to explain that?? Really?

    You guys consistently have the downside so well covered for discussion purposes.

    On these particular issues, to the extent stated ...I pretty much agree with you.


    I'm just a shareholder, FGS.

  13. dott

    6,828 posts.

    lol holy bejesuuUUSSS...well for my part i can promise you i wont be compelling you 'to add at all times'.....promise !

  14. osake

    461 posts.

    The weighting given by the shareholder return and the performance of management according to certain strategic objectives aka Rosebury fiasco - to date - should have meant no more freebies. The governance and remuneration Non Execs on AOH board are there to write the blank cheques . What else do they do to earn the salaries we pay them ! Shareholders are being treated like sheeple ! We need to now approach the larger shareholders to vote against re-appointment of Cowden when he is up for election hopefully at the next AGM. Cowdens freebies earlier this year vis a vis Finnish asset performance should have sufficed for management performance which in my mind was more to do with the results of Finnish management which set up Llahti and Finnish state support. Cowden rode on their coat tails . Then he was played out with Roseby.
    I for one will be making my displeasure known to the Finnish state shareholder Solidium. Time to get active . We can find a nice Finnish boy to run this show and cut out the fleecing of shareholders.

  15. I support JGunter's comment about the re-appointment of AC. AC has set his own goal to prove he is worth the extra shares. If he does not show a miraculous performance by the next AGM, I will not support his re-appointment in any position on the board.

    Hubris is OK, but it has to be followed up with good results.

  16. Hotfire

    15,518 posts.

    DV, Well put.

    From my point of view and in my opinion, I find it difficult to invest in company that has their own self interest as a pinnacle achievement.

    I find great comfort when I actually see management buying on market, rather than sit back and wait for the freebie allocation each year.

  17. dolcevita

    6,328 posts.


    do yourself a favour and put me on ignore.

    others have responded in a reasonable way

  18. JGunter99

    6,540 posts.

    My father used to say that if an ALP PM has lost the ABC he has lost the election. Well, when AC's lost DV.....

    That formula for options is a total joke. Under that arrangement you really do get added shares if the share price tanks.

    And what about all the other staff who lost their options because they were tied to the SP and now they get nothing. If I was working for a company and they were my options expiring out of the money but the CEO got an extra 3 million I would freak out.

    We have 16 odd staff sitting in Perth, a wind swept paddock in Qld and all the cash generation takes place in Finland. So if we sack all the staff in Australia, promote the head of Finland as CEO we, the shareholders, could actually get a return next year. Lets make it happen.

  19. ditto..

    1,930 posts.

    "We have 16 odd staff sitting in Perth, a wind swept paddock in Qld and all the cash generation takes place in Finland. So if we sack all the staff in Australia, promote the head of Finland as CEO we, the shareholders, could actually get a return next year. Lets make it happen."

    I know which way I'll be voting when the time comes around, as I did last year, but retail shareholders haven't got much say, it will take the majors to take any action as they see fit or none, but enough is enough of this for me now, I feel a lot more than just a little disappointed by these so called performance freebies being given out year after year even though the SP has now halved.
    Like they say--no cost no lost.

    Not a fan of any companies that drop Friday bombshells after hours either-do they think no one notices?

  20. psi81

    3,915 posts.

    Although we know AC reads HC and will no doubt see our displeasure at both the number of "performance" shares and the sneaky way the ann was released late post-close on a Friday, bitching about it here is pretty pointless in the scheme of things.

    Better to contact either the company directly with a written complaint, or, as osake said, contact the major shareholders because they are the only ones who can prevent this happening in future with their votes, or threat of votes, at the AGM.

    Our collective relative handful of shares is not going to make a difference.

  21. dott

    6,828 posts.

    ...sh's publicly voicing their disgust at a companies actions through a far reaching forum like hc is 'pretty pointless' but a little letter to management that goes in the bin never to be seen or heard from again is better ??...rubbish

  22. JGunter99

    6,540 posts.

    L1 Capital - contact Mark Landau or Raphael Lamm.

    E-mail: info@L1capital.com.au
    Telephone: +61 3 9286 7000

    Perpetual Investments: Phone 1800 022 033

    Don't worry about the Germans, we have already contacted them (or rather they reached us).

  23. JGunter99

    6,540 posts.

    "I find great comfort when I actually see management buying on market, rather than sit back and wait for the freebie allocation each year."

    When the number of shares you receive Hotfire is determined inversely by how low the share price falls why on earth would any CEO buy on market until after they have exercised the options???

  24. burj

    1,607 posts.

    These so called 3 mil freebies are subject to achieving several metrics, e.g. value realisation, production, safety etc.
    My understanding is that they are also based on other key performances based against our peers.
    He has until july 2016 to meet these requirements before they are issued to him.

  25. burj

    1,607 posts.

    And Now would be the time for him to buy on market!!

  26. psi81

    3,915 posts.

    They're both pretty pointless, dott, but one is even more pointless than the other.

    In isolation a letter to the company won't do anything, but enough voices can achieve a result - as the board of Lynas found out when they tried to do the dodgy on SHs with the sale of the Crown resource.

    I was a holder of LYC at the time and can tell you that instead of sitting around moaning on HC, the holders used HC to mobilise other holders into a coordinated voice of opposition, and managed to get the deal scrapped.

    (There was plenty of sitting around moaning too, though)

    JG's approach to the major holders is, I believe, much more effective. Even if they don't have enough of a holding to actively vote down a decision, the threat of having one or more major holders offside does at least make the companies take notice.

  27. dott

    6,828 posts.

    yep psi, getting in the ear of major holders cant be a bad thing... i suspect they'd be as ticked as any with this rubbish in this climate ....disagree a little though in that managements sure dont like things being aired on here, or any public arena for that matter... as you'd know , many would be surprised who reads hc.....those letters tend to get a "file it" you know where.....(sh's did do a hellava job on lyc )

  28. dolcevita

    6,328 posts.


    AOH haven't "lost" me, I still hold. I concede a few points very conditionally and suddenly it's all over.

    You have a very different way of reading things than me.

    (re election, as I understand it the ABC is now run by a former Liberal party staffer. News Ltd is setting the daily news agenda and what the issues are, the ABC no longer breaks stories or sets the news agenda IMO. Murdoch is the king-maker, not the ABC.)


    I agree on LYC, had held it and bailed out prior to that particular debacle as I didn't like how the environmental approvals were shaping up.

    The facts are a bit different here though. In the case of LYC there was clearly a divesting of a valuable resource below market value, to an entity that the CEO Nick Curtis had an interest in. So there is clear conflict of interest and failure to obtain maximum value for shareholders.

    In this case, unfortunately we don't have all the facts.

    The problem is that by the time we do, it may be too late to mobilize.

    Or, if you do mobilize and then get the facts you could end up with egg on your face. If you don't mind that risk, ok.

    Ask yourself if there are any circumstances which would justify the issue of the shares under the 3B? If there are none, then I'd go for it.

    If he has pretty much done a JV deal to mine Roseby for instance, I'd be pretty happy.

    It IS speculative though and it has shareholders in the dark.

    I don't have any connection with AOH as I keep saying except I am still a shareholder....

    BTW I wouldn't assume that AC himself reads HC. He'd find it pretty tough sledding if he did, and frankly he'd find it difficult to stay motivated with some of the below the belt comments. Surely some other staffer of the 15 is engaged in that activity....

  29. psi81

    3,915 posts.

    Ok dott fair point - I guess I misspoke when I said airing complaints on HC was "pointless" - what I should have said is that it's not the be-all and end-all of protest.

    Contacting the company and contacting major shareholders are two other prongs in a multi-prong approach and they all have different uses.

  30. dott

    6,828 posts.

    hey dont be silly p..holding some of these your entitled to a lot more than a bit of 'mispoken' :):)

  31. dolcevita

    6,328 posts.


    See todays AFR for a story on how the Australian Shareholder's Association is targetting under-performing Directors. In particular, NCM.

    i think the key point is to be clear about the facts before firing bullets or you might have a credibility problem.

  32. JGunter99

    6,540 posts.

    Yeah, DV's right..... they might have sold Roseby and not told anyone..... or it could be an under performing company that desperately needs the ASA to intervene to protect shareholders. Its definitely one or the other but I cannot put my finger on which...

    Mark Scott is a of the left. His wife is the Principal of Wenona so it is safe to say I know their political leanings pretty well DV. But if you know something I don't please don't hesitate to point it out in 5000 words or more.

    Oh, and if you think the ABC isn't biased towards the ALP please do explain that one in some detail as that is actually a post I would enjoy reading.

  33. dolcevita

    6,328 posts.

    oh dear me JG, more baits?

    glad I'm not a wrabbit then.

    They might be on the way to doing a JV deal...how can you rule it out? A lot of things might be going on.

    Just tell me what makes you so certain what the facts are?

  34. Ffs you sound like a broken record....

  35. dolcevita

    6,328 posts.


    "Scott worked for the New South Wales Greiner Liberal Party Government, as chief of staff to the Education Minister, Virginia Chadwick and as a senior adviser to education minister, Terry Metherell." - are you saying that this is incorrect?

    It's got nothing to do with AOH but it's a classic bait to divert from the topic on your part.

    " they might have sold Roseby and not told anyone....."

    Ridiculous suggestion. Their last ann indicated they were still talking and therefore it means it wasn't mothballed. FACT.

    " or it could be an under performing company that desperately needs the ASA to intervene to protect shareholders. Its definitely one or the other but I cannot put my finger on which..."

    There are range of situations which could apply not just two extremes.

    Go ahead and rev up the disgruntled. I'm not happy but I'm not keen on lynch mobs either.

    The facts are important, JG. AND remaining unemotional. Remaining calm is key.

  36. JGunter99

    6,540 posts.

    You imply that because Scott worked for those organisations he is right wing when in fact the deep opposite is true. You do not personally know the parties and are clueless. However, that doesn't stop you from making assertions which are totally incorrect.... as usual.

    Again I look forward to your "ABC Not Biased" thesis.

    DV, you talk of "facts" even though I catch you out time and time again. Spin doesn't replace substance DV.

    The comment about Roseby was sarcasm aimed at your previous ridiculous post that none of us know what is going on.

  37. dolcevita

    6,328 posts.

    LOL coming from you that's rich JG.

    Is this an "the ABC is biased forum"? I think not!

    You like to try to bait me into a discussion not remotely connected with AOH.

    It might have worked when there was less active discussion around, and I assumed nobody would mind but not now.

    As for catching me out, hardly! You accuse me of having an agenda? Look in the mirror.

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