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The suitor pitfall that Anglo must avoid at all costs

Anthony Hilton
24 Jun 2009


Shareholders in Anglo American, the London-listed but largely South African mining giant that looks to be under siege from Swiss-based Xstrata, should note the words of Sir John Craven when he retired as chairman of Lonmin a few months ago.

They are relevant because his last year in office was defined - as Anglo's may well come to be - by his experience under siege from Xstrata.

One should add that Sir John was no stranger to the ways of the City or takeovers. He could make reasonable claim when at SG Warburg in the Sixties to have invented the eurobond market, and he certainly sold the first issue.

He followed that up by creating Phoenix Securities, an independent advisory boutique whose spirit lives on even today in Lexicon.

Phoenix advised on most of the takeovers of financial institutions in the preparations for Big Bang in 1986 when the London market globalised.

Sir John capped that with a spell in charge of Morgan Grenfell, putting it back on its feet prior to its full takeover by Deutsche. His comments therefore cannot be lightly dismissed.

The nub of his complaint was that, following a leak last August, Xstrata was prompted by the Takeover Panel to confirm its interest in bidding but said it would not move until after it had in place the bank loans it needed to pay for the deal.

However, once a hint of a takeover bid was in the air, the shareholder base of Lonmin changed rapidly.

The long-term investing institutions who had been interested in it as a mining stock sold out.

They were replaced by hedge funds and arbitrageurs, whose interest was only in getting the company sold for as high a price as possible.

The problem was the bid never came. Xstrata took advantage of the turnover in the share register to build a 25% stake but then the price of platinum collapsed and took with it Lonmin's immediate prospects.

The bid plan was abandoned two months after it was first mooted.

Sir John said the episode undid 10 years of hard work in two months. He spent a decade persuading blue-chip investors to forget the legacy of Tiny Rowland, the colourful founder of Lonrho, and back the company in its renewed form as Lonmin with its improved corporate governance.

He got them in but then they all left in the turmoil after the bid was announced, and that has left the company in limbo.

Shareholders find it hard to focus on the future because Xstrata is sitting on a 24.9% stake, which looks very much like unfinished business.

No one knows what its intentions are, but they are clearly fundamental to the prospects of Lonmin, and it makes setting a strategic direction for the company very difficult.

One should stress that Xstrata broke no rules in its pursuit of Lonmin, but the result nevertheless is unsatisfactory.

The risk for Anglo now that Xstrata's attention has focused on it is that it could suffer a similar fate, where there is much talk of marriage but the suitor never quite gets round to the proposal.

Lonmin's inheritance - a shareholder register dominated by hedge funds, an inconclusive result and a period of debilitating uncertainty thereafter - is surely something Anglo's board must at all costs seek to avoid.

If there is one thing worse than a takeover, it is one that is abandoned when only half done.

Infrastructure looks more solid

A few years ago with the credit boom in full swing, it became fashionable for pension consultants to advise their clients to invest in infrastructure - funding the building and operation of roads, airports, ports, hospitals, schools and so on.

Today of course the world is a different place but the word from the annual infrastructure get-together, the TransFin conference in Barcelona, is that the industry is surprisingly resilient.

There are comparatively few distressed infrastructure assets.

However, there are rather more distressed infrastructure investors, in particular those who got sucked into the more exotic structures.

But even if there are few distressed sellers and their price expectations remain high, there have been some bruising experiences.

In particular, the huge and sudden downturn in world trade has hit airports, toll roads and ports notably hard - witness the lack of buyers for Gatwick airport - though in line with the widespread sighting of green shoots, there is a belief that the worst may be behind us.

Equally hard to cope with, however, is the further problem that infrastructure business comes from Government and while most show considerable enthusiasm for infrastructure projects as a way to stimulate the economy and keep people in work, there are growing doubts about their ability to provide finance, or stand in the background as guarantor for other people's money.

Indeed, it is a sign of these uncertain times that one of the most convincing reasons to go into the sector now is inflation.

We don't have any at the moment but if you think it is coming, then this is one of the few asset classes which normally does well out of it.

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