SINGAPORE, Nov. 22, 2012 /PRNewswire/ -- Ahead of the upcoming Special General Meeting of MIIF due to take place on 5th December 2012, LIM Advisors Limited and Metage Capital Limited today published the following letter to all MIIF Shareholders:
Macquarie International Infrastructure Fund----Upcoming Special General Meeting
LIM Advisors Limited and Metage Capital Limited are investment managers that largely manage the assets of global institutional investors such as pension funds. Both are patient value investors, managing funds which invest in the Macquarie International Infrastructure Fund ("MIIF" or the "Fund"). We have jointly decided to publish this letter to highlight to MIIF Shareholders why we believe we need to requisition a special general meeting ("SGM"), which has been done through Raffles Nominees (PTE) Limited, which holds our shares in MIIF. We urge you as MIIF Shareholders to formulate your own independent conclusions on the merits of this requisition and to cast your vote in favour of the resolutions to be put forward at the forthcoming SGM in order to bring about change.
As professional investors, we believe the most important issue facing Shareholders in MIIF today is the substantial discount to net asset value ("NAV") that MIIF continues to suffer from. Since the end of 2007, the Fund has continually traded at an unacceptable discount to NAV, which was 24% as of 30th September 2012 according to the presentation on the third quarter results by Macquarie Infrastructure Management (Asia) Pty Limited (the "Manager"), a subsidiary of Macquarie Group Limited. As long as the stock market valuation of MIIF continues to trade so far below its published NAV, all Shareholders are penalised for entrusting their capital to be managed in this Fund.
During the past two years, both LIM Advisors and Metage Capital have made considerable efforts to work constructively with both the management of MIIF and the directors of the Board to ensure that the discount to NAV is narrowed and that the Fund focuses on returning more value to Shareholders. Since April 2011, we have:
- Engaged in numerous meetings and calls with the Chairman and directors of the Board of MIIF.
- Collectively written seven different letters to the Board putting forward initiatives for the Fund to address its discount to NAV.
- Attended and spoken at MIIF's annual general meetings in both 2011 and 2012 to highlight our concerns and urge more action by the Board.
- Put forward repeated requests that the Board broaden itself through the addition of new independent directors with experience in tackling the issues the Fund faces.
Three of the four current independent directors of the Board have remained unchanged since the Fund was listed in 2005, and all four have presided over the Fund during the past five years when Shareholders have suffered from a considerable discount to NAV. During this time, the Board has pursued a strategy of refocusing MIIF into an Asian-focused infrastructure fund (which we support) and of acquiring a considerable additional interest in Taiwan Broadband Communications, including buying a stake from a related Macquarie fund. However, neither of these strategies has adequately addressed the discount.
For some months we have asked the Board to appoint an independent financial advisor not affiliated with MIIF's Manager. We asked that this financial advisor conduct a strategic review of the options available for the Fund to maximise value for all MIIF Shareholders. Our original requisition for an SGM lodged in September 2012 asked that Shareholders be given the opportunity to vote on an advisory resolution on whether the new independent directors we have nominated, along with the Chairman of the Board, could be delegated the authority to appoint such an advisor.
On 10 October 2012, the current Board announced that it would conduct a strategic review using an advisor. We are encouraged that the Board has decided to appoint an independent financial advisor; however, we continue to believe that for such a strategic review to be effective, fresh thinking at the Board level and input from Shareholder representatives are required. The only member of the Board currently with a significant financial interest in the Fund is the Manager's representative.
We highlight that since the Fund was launched in 2005 at S$1 per share, Directors remuneration has increased by 45%, despite the fact that the market capitalisation of the Fund has fallen significantly over that period. Given the legacy of the current Board, we believe it is now time for a change. Our requisition provides Shareholders the opportunity to elect three new candidates, all independent of the Manager, with the experience necessary to tackle the issues the Fund continues to face. Together we believe the three nominated directors have:
- A track record of proactively engaging with the Manager to unlock value on behalf of all MIIF Shareholders.
- A willingness to reach out to all Shareholders in the Fund and canvas their views on how best to realise Shareholder value.
- A strong mix of closed-end fund, directorship and capital markets experience, all of which will complement the Board's existing skill set and the findings of the strategic review for which we have advocated.
We urge all MIIF Shareholders to reflect on the current Board's lack of success in addressing the Fund's discount to NAV over the past 5 years, to formulate your own independent conclusions on the merits of this requisition, and to cast your vote at the forthcoming SGM.
- We believe all MIIF Shareholders deserve a better return on their investment in the Fund.
- For 5 years, the current Board has failed to adequately address the discount from which Shareholders suffer.
- After advocating a strategic review, we are encouraged that the Board has adopted this initiative; however, we question the Board's timing and whether the Board would have done this without being pushed by us.
- Given its failures to date, we believe that the Board requires additional competencies, energy and experience to tackle these challenges. Our nominees are firmly independent of the Manager, and we believe they possess the attributes the Fund urgently needs.
Should you have any questions or require any additional information, please contact our information line on +65 6631 3204.
In the event that you have already completed and returned the Depositor Proxy Form to the registered office of the Singapore Share Transfer Agent, and you now wish to alter your voting instructions, we recommend that you contact the Fund or the Singapore Share Transfer Agent for further instructions on how to do so prior to 2pm, 3 December 2012 (i.e., not less than 48 hours before the start of the SGM).
LIM Advisors Limited and Metage Capital Limited