Myer

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Following the release of Myer’s annual report, publicly-listed investment company Premier has called for the immediate resignation of the Myer board.
The renewed call what Premier calls “disastrous” and “shameful” results as Myer reveals to shareholders that EBITDA is down 41.6 per cent.
“Two years into John King’s tenure – it’s clear the Myer turnaround is in tatters. It’s now time for the CEO to follow the Board through the exit”, the company said.
Premier is headed by chairman Solomon Lew, a former Coles Myer director and former board member of the RBA.
Its board also includes former David Jones CEO Mark McInnes, and former state treasurer of Tasmania David Crean.
Shares in Myer fell over 15 per cent after the release of results, dropping to 22 cents per share.
At the previous close, Myers shares were worth 26 cents per share.
Premier, a long-term investor and supplier in the retail group, said they were “perplexed” by John King’s leadership.
King, who has headed Myer as chief executive for two years, was hired as Myer’s turnaround hope following his successful turnaround of the UK department store chain House of Fraser from 2006 to 2015.
Myer delivered the second biggest loss in its history, a statutory net loss after tax of $172.4 million.
However, Premier was quick to point out that, while shareholders have been taken for a ride, King pocketed $1.59 million.
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j.ballantyne1990-6AQqhLzZaK

Premier Investments call for the resignation of the Myer board

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GUEST OBSERVATION 
Myer is the in the clear, sort of, after Australia’s first judicial ruling on a securities class action.
It centred around allegations that Myer misled the market about its projected earnings.
The court found Myer had been misleading, but that because shareholders didn’t believe it, it didn’t harm them.
The ruling established <a href="https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2019/2019fca1747" target="_blank">important principles</a> that will guide future judgments.
It isn’t enough for shareholders to show that there was a relevantly false or misleading statement or omission.
They need to also show it hurt them.
What Myer did
On September 11 2014, Myer’s chief executive Bernie Brookes indicated that he believed the net profit after tax for the 2015 financial year was likely to beat the previous year’s profit of A$98.5 million.
Five months later Brookes resigned, and on March 19 Myer cut the forecast to between $75 million and $80 million.
The class action alleged that Myer engaged in misleading conduct either because the initial September 11 2014 guidance was misleading or because - even if it was not misleading at the time - Myer allowed it to stand without correcting it.
It argued the statement inflated the share price, causing buyers to pay too much for the shares and to lose money when the true state of affairs became known.
Myer argued it had no obligation to update the market after Brooke’s statement.
It said the market had already realised the profit would be lower than what he said. And, in any event, what he said was not misleading.
What Myer was obliged to do
The <a href="http://www.austlii.edu.au/cgi-bin/viewdoc/au/legis/cth/consol_act/ca2001172/s1041e" target="_blank">Corporations Act Section 1041E</a> states that people must not make a false or misleading statement that is likely to (among other things) influence trading activity or market prices when that person knows, or ought to know, that the statement is not correct, or does not care whether the statement is correct.
Similarly, <a href="http://www.austlii.edu.au/cgi-bin/viewdoc/au/legis/cth/consol_act/ca2001172/s1041h" target="_blank">Section 1041H</a> asserts that a person must not engage in misleading or deceptive conduct, which could include failing to correct erroneous statements.
Indeed, <a href="http://www.austlii.edu.au/cgi-bin/viewdoc/au/legis/cth/consol_act/ca2001172/s769c" target="_blank">Section 769C</a> says if a statement is made without reasonable grounds, it is deemed to be misleading.
<a href="http://www.austlii.edu.au/cgi-bin/viewdoc/au/legis/cth/consol_act/ca2001172/s1041i" target="_blank">Corporations Act Section 1041I</a> says anyone who has suffered loss or damage by a contravention of the aforementioned rules can recover the amount of that loss or damage.
Also, <a href="http://www.austlii.edu.au/cgi-bin/viewdoc/au/legis/cth/consol_act/ca2001172/s674" target="_blank">Corporations Act Section 674</a> says firms must comply with continuous disclosure requirements, which include disclosing material price-sensitive information. The provision gives legislative force to the Securities Exchange continuous disclosure guidelines.
There are two overarching elements involved in securities litigation, both of which were issues in the Myer case:
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<li>
the defendant makes a false or misleading statement
</li>
<li>
that false statement causes the plaintiff to suffer loss or damage.
</li>
</ul>
Each needs exploring.
False or misleading?
At first glance, a statement is false or misleading merely if it is incorrect, especially so if it is about something currently known. But things are less clear when the statement is about the future or a forecast.
Under <a href="http://www.austlii.edu.au/cgi-bin/viewdoc/au/legis/cth/consol_act/ca2001172/s769c" target="_blank">Section 769C</a>, forecasts are held to be misleading if they are not based on reasonable grounds. Omitting information, or failing to correct information, can also be misleading if it creates or maintains a false impression.
Loss or damage?
Historically, in fraud type cases, the plaintiffs need to show that they “relied” on the false statement in making a decision. That is, they need to show they were directly misled.
Myer argued that the shareholders needed to show they actively “relied” on its statements when deciding to purchase shares.
The shareholders argued that the legislation does not require active reliance. They argued that it was enough to show that the false statement inflated the share price and that they bought at a price that was too high.
It was a win and a loss…
The court sided with the plaintiffs, finding that it was enough for them to show that the false statement (or misleading omission) inflated the share price, that they bought at a price that was too high, and they suffered a loss when the truth was revealed.
And it found Myer had been misleading by failing to correct a forecast it knew was erroneous. It had also violated the Exchange’s continuous disclosure standards.
But it found that Myer’s September 11 2014 forecast was not misleading at the time. It was in line with analysts’ forecasts, and in September 2014 Myer had reasonable grounds to make it.
Damages would normally reflect the difference between what the shareholders paid and what they would have paid if the true state of affairs had been known.
But given the market, notwithstanding the statement form the Myer chief executive, knew about Myer’s declining profitability and given that that information was reflected in the price, shareholders weren’t damaged.
…with implications for the future
The judgment will make future shareholder class actions easier. They will know what they have to prove.
An unanswered question is whether Myer will simply get away with having misled the market, given that it prevailed in the case.
It may not. Regulators - such as the Australian Securities and Investments Commission - still have penalty mechanisms they can use to punish officers and directors for misleading conduct, even if shareholders don’t prevail in court.<img src="https://counter.theconversation.com/content/125925/count.gif?distributor=republish-lightbox-basic" alt="The Conversation" width="1" height="1" style="border: none !important; box-shadow: none !important; margin: 0 !important; max-height: 1px !important; max-width: 1px !important; min-height: 1px !important; min-width: 1px !important; opacity: 0 !important; outline: none !important; padding: 0 !important; text-shadow: none !important;">
Mark Humphery-Jenner, Associate Professor of Finance, UNSW.
This article is republished from <a href="http://theconversation.com" target="_blank">The Conversation</a> under a Creative Commons license. Read the <a href="https://theconversation.com/why-australias-first-securities-class-action-judgment-sort-of-cleared-myer-125925" target="_blank">original article</a>.
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Why Australia’s first securities class action judgment (sort of) cleared Myer

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Property tycoon John Gandel has lost his case seeking to claw back $20 million in his dispute with the Chadstone Shopping Centre retailer Myer.
It alleged there had been a mistake in the drafting of the variable outgoings provisions in the lease for Myer Chadstone.  
It was alternatively suggested there that those provisions have been misinterpreted.
The variable outgoings covered payments such as council and water rates, land tax, building insurance and property management fees. 
ASX-listed Vicinity Centres said it was "disappointed" by the decision and advised it was "considering its options".
"The Supreme Court of Victoria handed down judgment in favour of Myer and dismissed the claims made by the landlord," it said in a statement to the market. 
Vicinity recently advised the portfolio valuation increase of $324.1 million or 12.1% uplift in its investment in Chadstone Shopping Centre.
Chadstone was independently valued at $6 billion with the capitalisation rate firming from 4.25% to 3.75%.
It advised Chadstone continues to trade strongly following completion of the $666 million (Vicinity share: $333 million) major development in June 2017. 
The case resulted in an 84 page judgement in the Victorian Supreme Court with Justice Clyde Croft rejecting the claims made by the joint owner of Chadstone for rectification of the lease and payment of alleged unpaid outgoings between 2000 and 2016 totalling $19.14 million, plus GST, interest and costs. 
Justice Croft dismissed the plaintiffs' claims that mistakes in the lease contained "infelicities or absurdities" that resulted in underpayment by Myer and misinterpretations that needed rectification.
He also dismissed claims there could have been "incompetence, and possible negligence" by eight experienced lawyers and property professionals that drew up the original lease. 
"There is, in my opinion, simply no basis for supposing such endemic incompetence or negligence on the part of these apparently relevantly skilled and experienced individuals," Justice Croft ruled. 
The action was brought by fund manager Perpetual, acting as a custodian for Gandel Management, and Bridgehead, the landlord of Myer Chadstone.
The original negotiations took place nearly three decades ago.
Witnesses' recollections of at least 14 drafts exchanged between various parties were "sporadic and hazy, as would be expected", the judge noted.
The lease was executed in September 2001 and the plaintiffs discovered the mistake 11 years later.  
Myer did lose its defence that the legal action was disallowed by the statute of limitations.
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John Gandel loses $20 million Myer recoupment case

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The brands and stocks of Marcs and David Lawrence fashion labels have been bought by Myer, just two months after the two collapsed.
Their parent company, M Webster Holdings, fell in to administration in February owing around $30 million to creditors including owner Malcolm Webster.
The sale includes Marcs' and David Lawrence's existing inventory, brand names and intellectual property, according to the Financial Review.
It does not include lease liabilities and staff obligations.
It is possible Myer will operate a handful of stores to maintain brand profile despite the deal not including the stores or their leases.
Myer deputy chief executive Daniel Bracken told The Australian today that the department store operator felt compelled to enter the process as the administrator was readying to begin a full wind-up process with buyer interest fading.
“Effectively losing these brands would be going against our strategy that we clearly articulated to the market 18 months ago.”
Daniel Bracken said that Myer stepped in after it became clear no buyer could be found and the brands would be wound up.
"These brands are very very successful brands at Myer, both are considered part of our wanted brands strategy and both are highly productive (with high sales per square metre)," Bracken also told the AFR.
"They tick two major boxes," he said.
"We have a good business with these brands and we wanted to find a way to protect this business. It buys us time to find out what is the future of these brands in Myer."
"We need to assess the free standing store channel and the other channels these brands currently operate in," Bracken said.
The brand acquisitions are the first under Myer's 'new' management team led by chief executive Richard Umbers and Daniel Bracken.
Under former chief executive Bernie Brookes Myer outlaid at least ­$70 million between 2009 and 2014 buying brands such as sass and bide, Trent Nathan, Jack &amp; Milly, Innovare and Bauhaus to build a range of private label or exclusive brands.
Meanwhile the London based Malcolm Webster has sold two Sydney residential properties. One was an 1870s Victorian worker's cottage that he'd owned for 20 years, the other being a pricier Darling Point terrace that he paid $3,365,000 for in 2003.
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jonathanchancellor-7SQnKwU6yx

Myer rescues Marcs and David Lawrence

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<img src="https://counter.theconversation.edu.au/content/63926/count.gif" alt="The Conversation" width="1" height="1">
GUEST OBSERVER
Fremantle’s five-storey Myer department store closed in 2013 after four decades of service.
The demise of a mass-market store in the heart of Fremantle should have been a large blow to the retail and broader character of the area.
In the 20th century it would have been. But times have changed, in Australia and around the world. Rather than being left dormant while development plans were being drawn up, the building reopened as MANY 6160 six months after Myer closed.
MANY 6160 is Australia’s largest temporary place activation, with more than 20,000m² of space dedicated to retail, production and events. It provides spaces for independent artists, designers, other cultural workers and small business enterprises.
In February 2016, MANY 6160 became home to Australia’s second-largest private gallery (after Hobart’s MONA). Called Success, it operates from the building’s basement.
The temporary use of space has become popular in cities and towns across the world. When properties have lost their capacity to be rented or sold at a profit, or are left vacant for redevelopment plans, they have the potential for interim uses while the owner waits for development or for property prices to warm up.
<h2>How does temporary occupation work?</h2>
The advantages of temporary occupation are many. It allows members of a community to come together to work, socialise or learn, unencumbered by market-rate rents. It taps into culture’s current interest in customisation, localisation and co-creation. At MANY 6160 you can buy everything from 3D-printed jewellery to surfboards.
Temporary users can act as surveillance and maintenance providers for the property owner. At the same time, they bring cultural cachet to the space and adjacent area. 
Temporary occupation can bring about the challenging and redefinition of planning regulations and rental contracts. At MANY 6160, rental contracts are short – renters need give only 30 days’ notice to opt out.
With planning regulations tailored towards permanent occupation, the local council was slightly confounded as to how to determine the building class of the gallery in the basement. MANY 6160’s architect, Nic Brunsdon of Post-Architecture, says:
The city would not sign off on it at first. We had to get an independent evaluation to certify the building. All you need is a piece of paper [of certification] rather than do something to address the code.
Brunsdon delights in this grey-area-ness:
"It’s the place where no-one wants to be. It’s fertile ground. You need to revel in uncertainty and risk."
Recognising the benefits for users and owners, government agencies and developers are making it easier for real estate to become available for temporary use. They can, for example, reduce the liability for building owners and provide incentives for owners and citizens to start up their own projects.
Space-brokering agencies have emerged in cities and towns across Australia – Adelaide, Townsville, Geelong, Newcastle and Parramatta – and further afield, in places like Christchurch, Singapore, Chicago and Dublin. 
Perth has its own space-brokering service, Spacemarket, also available as an app since 2016. The service helps a diversity of tenants, from tech start-ups to community groups, to use the thousands of square metres of underutilised space in the Perth CBD.
It also partly solves a problem for commercial leases: vacancies fluctuate with market cycles; when vacancies are high, temporary occupation may be a solution.
While many local councils see the temporary use of space as a solution to providing cheap spaces for creative workers, in the long term it may not be so. Buildings will still be bulldozed or converted, rents will increase and tenancies will become affordable.
When this happens, those occupying the temporary space can get squeezed out, even though their presence and activity made the area culturally and economically valuable to start with.
This is a potential scenario for the creatives at MANY 6160. A A$220 million development planned for Kings Square may eventually force them to move on, despite the council’s ambitions to preserve the diversity of the temporary occupation in future.
<h2>Temporary, but with a city-making legacy</h2>
So, can temporary use influence local city-shaping and state decision-making in the long term, rather than simply being a stopgap? Can projects like MANY 6160 help to forge new approaches to urban design and planning?
The answer is yes. Temporary occupation creates opportunities for a new type of city-making.
With the current trend towards decreasing public expenditure on the built environment, the temporary use of space demonstrates alternative models of governance where developers, councils and citizens work together to resolve the issue of a lack of resources. The MANY 6160 project, in particular, demonstrates a shift in government behaviour towards incentivising and supporting citizens.
The City of Fremantle contributed $20,000 to the project. Citizens have put in thousands of hours of volunteer labour, along with the architects, who have borne start-up costs of more than $50,000. There is also the goodwill of building owner Sirona Capital.
A new world of cross-societal participation in urban design and planning has been opened up. However, the biggest advantage of temporary use has not been leveraged at the Fremantle site. The missed opportunity is an incremental approach to development, so that temporary occupation becomes a pivotal intermediate step towards long-term development.
In this scenario, the occupation of MANY 6160 could inform and influence the Kings Square development. Learnings from the temporary place activation – about the location, the community and other local factors – could contribute to the next iteration of the site.
The temporary project could be embedded within broader master plans and urban frameworks to test out experimental programs and governance models that could be brought into the long-term development.
The temporary occupation of space is ripe for exploration in Perth and other centres where the use of sites is constantly changing. When we cannot predict the future, let alone the next decade, interim use provides ways to reimagine buildings.
Citizens are increasingly demanding spaces for hours, days, weeks or months rather than years. This type of future city, contingent on mobility, requires a looser planning vision, one that allows for temporary occupation to inform future occupations, rather than merely being a placeholder for the development to follow.
Timothy Moore is PhD candidate, Melbourne School of Design, University of Melbourne and author for The Conversation. He can be contacted <a href="https://theconversation.com/profiles/timothy-moore-292089" target="_blank">here</a>.
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jchancellor-FAypfDUnLy

From placeholder to pathfinder: innovative temporary site uses help us reimagine city spaces

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TH Real Estate has agreed to purchase a one-third interest in the Myer Melbourne store in Bourke Street Mall for $151.3 million on behalf of TIAA.
The sale was negotiated off-market by JLL’s Simon Rooney on behalf of Myer family Investments.
The building is under 40,000 square metres over nine floors with 61.40 metre frontage to Bourke Street Mall. It has operated as a department store since 1914.
JLL’s Head of Retail Investments – Australasia, Simon Rooney said the sale of Myer Melbourne continues the trend of very significant yield compression for core CBD assets, with the transaction recording a yield of just over 4.50 percent. 
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$151.3 million stake purchased in Myer Melbourne on Bourke Street Mall

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GUEST OBSERVER
Australian department store retailers David Jones and Myer have both recently moved to rationalise the number of clothing brands they offer in their stores.
This strategy brings two common retail sayings to mind. First “to win in retail, you can’t be everything to everyone”, and second, “if you’re not growing, you’re going backwards”.
<h2>In retail, you can’t be everything to everyone</h2>
“It is high time we retailers realised that we cannot be all things to all people. When we try to do that, we end up with no particular appeal for anybody.”– Martineau, Pierre “The personality of the retail store” (1958).
These sentiments have never been more pertinent than in today’s retail environment where competition is fierce to secure market share and squeeze what little growth is left out of mature fashion apparel markets.
Maturity is forcing retailers to take one of two routes to compete for share of customers’ wallets: competing on price, or competing on superior benefits that are highly attractive to specific customers. While price is still an important part of the retail mix for upmarket department stores such as DJs, for the most part these retailers have left this price war to the discount end of the market – Kmart and Big W. Taking the second route to compete – provision of unique benefit to customers – requires retailers to make choices after defining their target customer.
Taking a walk through either a DJs or Myer store just five years ago would have given one the sense that these were “upmarket” retailers with a premium image and expensive brands to boot. Defining exactly who they were targeting, however, would have proved more difficult. With store floors cluttered with an eclectic range of brands and own label clothing, it would seem that they were targeting anyone who could shop in their stores and were prepared to pay the prices.
The entrance of savvy global retailers into the Australian apparel market, such as H&amp;M and Woolworths SA, combined with shifting expectations of customers has changed the clothing retailing game. Searching for growth in a crowded market is forcing retailers like DJs and Myer to carve up the market into different consumer segments, and target a few specific segments with their offers. As Daniel Bracken, Myer’s chief merchandising and marketing officer, says<a href="https://m.theage.com.au/business/retail/myer-clears-out-private-labels-as-part-of-brand-cull-20150729-gimzin">:</a>
“We have a very clear focus on who the most valuable customer is to our business and that’s what is driving us to put these new brands in our business.”
Identifying and targeting attractive customer segments in the market requires a deep understanding of who they are, where and why they shop; and strategic shifts in the retail offer.
The recent reductions in the ranges offered at Myer and DJs – around 100 and 180 brands from their respective brand portfolios, shows they are in the midst of significant transformation. This means shifting from a store for everyone (my store, Myer) to a focus on specific customer segments. Undoubtedly these retail transformations are focused on growth.
<h2>In retail, if you’re not growing, you’re going backwards</h2>
A key metric that clothing retailers live and die by is gross margin return on investment – GMROI. That is, how many gross margin dollars are earned on every dollar of inventory investment.
There are two ways to grow GMROI in retail: (1) increase sales to the customer; and (2) decrease internal/inventory costs. In reducing their ranges and moving to increase the floor space dedicated to targeted branded and own label ranges, retailers DJs and Myer are seeking to improve ROI from both directions.
If implemented well, these range reductions will also benefit shoppers. For instance, fewer brands on the shop floor reduces clutter and increases the visibility of the brands that are ranged, making it easier to shop. Fewer brands on the shop floor should also lead to reduced out-of-stocks – which is a top source of dissatisfaction for customers and a key reason to take their wallet to another retailer, permanently.
So what does this mean for small, local apparel brands? Undoubtedly the range rationalisations in DJs and Myer will impact wholesalers and small local labels that relied on these retailers stock and sell their offers. Increasingly, however, we are seeing branded manufacturers bypassing the big-box retailers and forging their own retail channels direct to their target customer through online stores, funky pop-ups and concept stores – such as the Bendigo-based family owned boutique furniture manufacturer Jimmy Possum. Unlike the grocery scenario in Australia, customers have power in this market and are prepared to shop in alternative channels for their clothing.
<h2>The vanilla-fication of clothing retail?</h2>
Is the brand rationalisation being played out on the store floors of Myer and DJs just the start of the “vanilla-fication” of clothing retail in the Australian market? Are we seeing a homogenisation and shift towards “blandsville” in the name of corporate profit growth and margin? Not likely.
What is more likely is that we are going to see smarter, tighter, and more targeted ranges of own label and supplier brands that reinforce the image of the retailer and resonate with their ideal customer.
Rather than banking the profit gains from these tighter ranges, expect to see DJs and Myer reinvesting these gains into tailoring the store environment to the target customer and delivering genuine, seamless omni-channel experiences across all retail channels – online, mobile, in store – to build a competitive edge.
The range reductions on the shop floor in DJs and Myer may herald a shakeup in the local market to a more exciting and innovative space, with local brands moving out from the shadows of the big-box department stores and establishing their own innovative routes to the customer – such as digital and pop-up, using their size and agility to carve out their own space.
Michal Carrington is lecturer in marketing at University of Melbourne and author for The Conversation. She can be contacted <a href="https://theconversation.com/profiles/michal-carrington-181837" target="_blank">here.</a>
 
 
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