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The besieged national property valuer Landmark White is seeking to raise $5 million from shareholders to restructure the business.
The company is suspended from trading on the ASX after two data breaches earlier this year.
Several financial institutions suspended their valuations with the firm, forcing its management to come up with its restructure.
Landmark White does not expect its customer workflows to return to their previous levels.
It has been reported it has been hit by an exodus of staff from its Sydney business. About 20 staff have left the franchise business to work at Ray White Commercial.  LandMark White is comprised of the listed corporate head office with under 400 staff and an independent franchise network.
“LMW’s current financial position is such that, in the event that the minimum raise amount is not raised under the offer, the offer will not proceed and the company will not be able to continue meeting its financial obligations when they fall due,” the company said in a prospectus lodged to the ASX at 5pm Friday.
Landmark’s offer, priced at 8c a share, is aimed at raising up to $5.45m and is partially underwritten up to $3 million.
It has appointed Enrizen Capital as the lead manager for the raise. Landmark chairman Keith Perrett said the board had developed a leaner, optimised business model.
“While LMW is now in an operating position to execute a restructuring of the business to rebuild value for shareholders, the company requires additional capital in order to deliver the restructure, optimise the business and continue its operations,” he added.
Landmark is saying it has been propped up by the good grace of its lender, Westpac-owned St George.
“Due to LMW’s financial position, it is … in breach of terms of the facility agreement with St George Bank in respect of both the overdraft facility and bill acceptance facility (facility agreement).
“It is likely that, given LMW’s current financial position, LMW will be in breach of certain terms of the facility agreement until such time as its financial position has returned to the required levels of profitability, which may be a period until June 30, 2020.”
Landmark’s full-year numbers have been hit by the twodata breaches.
The company has posted a net loss after tax of $15.1 million for the year ended June 30, with the breaches wiping out between $6m to $7m of revenue.
It posted a profit of $4.1 million for fiscal 2018.
 
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j.ballantyne1990-6AQqhLzZaK

Landmark White seek to rebuild value for shareholders

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<img src="https://counter.theconversation.edu.au/content/63270/count.gif" alt="The Conversation" width="1" height="1">
GUEST OBSERVER
Sound corporate governance not only boosts banks’ efficiency, it is also good for the profit of Australian banks and their shareholders.
However, new research shows that factors such as the number of board meetings, the involvement of large shareholders in boardroom decisions and whether or not the board has independent members don’t play a significant role in achieving those goals.
Our study, published in the Journal of International Financial Markets, Institutions and Money, investigated the effectiveness of certain corporate governance measures on the performance of 11 Australian banks from 1999 to 2013.
It showed Australian banks improved efficiency after the introduction in 2003 of the Australian Securities Exchange (ASX) Principles of Good Corporate Governance, which aimed for improved governance mechanisms and thus better control over bank management.
The principles meant all ASX-listed firms should have certain board attributes. It is recommended, for example, that a board’s chairman should not be part of the executive team, that boards should consider size and composition (such as gender equality) to meet the reasonable expectations of most investors in most situations, and that different committees for detailed oversight be established.
<h2>What makes a difference?</h2>
The study assessed the impact of corporate governance by the number of directors, the proportion of non-executive directors, the number of board meetings, committee meetings, and the largest share of the individual shareholders in Australian banks.
After the introduction of the ASX’s principles, the Australian banking industry performed better in maximising its total revenue (from lending and non-lending activities) for any given level of borrowing and operating expenses. The results also revealed that the “Big Four” banks – National Australia Bank (NAB) Commonwealth Bank (CBA), ANZ and Westpac – performed better in this than any competing regional banks.
We found that board size and committee meetings improve bank efficiency. This suggests that larger boards bring higher knowledge into the decision and supervisory process.
Committees considered in this study were: audit, nominating, remuneration and risk. These committees are seen as the main influence on boards’ most important decisions.
However, the number of independent board members and number of board meetings had no significant impact on a bank’s technical performance.
The study didn’t find any evidence of large shareholders executing power to affect banks’ performance.
Good corporate governance has intrinsic links to profit. Shareholders want value for money in paying board members. Regulators seek fewer failures and higher stability. And banks intend their corporate governance arrangements to deliver stronger oversight of management.
Investors have become more concerned about the role of the board in recent decades, especially in the wake of major corporate collapses including Ansett, OneTel, HIH and Bankwest in Australia. As a result, investors have demanded stronger corporate governance.
The consequences of ignoring risks and weak governance can be costly. For example, two former National Australia Bank (NAB) foreign currency options traders who were sentenced in 2006 for manipulating foreign exchange spot trades that falsely inflated profits and hid losses. The Australian Securities and Investments Commission (ASIC) noted in 2006 that
"By 13 January 2004, when the fictitious trades were discovered by the NAB, the loss incurred was approximately $160 million."
After revaluation, the incurred losses for NAB totalled $360 million.
In its March 2004 report into the case, the Australian Prudential Regulation Authority (APRA) noted that while the irregular trades did not threaten the bank’s viability or its capacity to meet its obligations to depositors,
"the governance and risk management weaknesses identified in the report were serious… NAB will need to address these issues promptly so that it meets “best practice” standards in its treasury area and problems of this kind do not recur."
Regulators have also developed new tools to supervise financial markets, stock exchange and financial institutions and to avoid corporate collapses. In 2008, APRA prudential standards particularly for credit institutions to ensure their stability.
Our research results can be seen as good news for Australian banks in general and the Big Four in particular, in a dynamic and turbulent banking environment. However, regulators must continue to improve corporate governance principles and further strengthen the supervisory conducts of boards.
Amir Arjomandi is lecturer, School of Accounting, Economics and Finance, University of Wollongong and can be contacted <a href="https://theconversation.com/profiles/amir-arjomandi-287010" target="_blank">here</a>.
Juergen Seifert is assistant professor in Accounting, University of Nottingham and can be contacted <a href="https://theconversation.com/profiles/juergen-seufert-287253" target="_blank">here</a>.
Ruhul Salim is associate professor, Curtin University and can be contacted <a href="https://theconversation.com/profiles/ruhul-salim-287254" target="_blank">here</a>.
All are authors for The Conversation.
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jchancellor-FAypfDUnLy

Good corporate governance is good for banks’ bottom line

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Onthehouse Holdings Limited announced today that it has entered into a scheme implementation deed with a consortium of investors comprising PIQ1 Pty Ltd and Macquarie Corporate Holdings Pty Limited (both whollyowned subsidiaries of Macquarie Group Limited) and 77 Victoria Street Trust and Sandrift Pte Limited (entities of which Michael Dempsey and Daniel Dempsey are each affiliated) (Consortium).
The Scheme Implementation Deed provides for the acquisition by the Consortium of all of the equity in Onthehouse not already owned by members of the Consortium through a scheme of arrangement (Scheme) for cash consideration of $0.85 per Onthehouse share.
This consideration represents a premium of: 54 percent over the 90 day volume-weighted average price of $0.552 to 22nd December 2015 (two days before the Consortium’s initial proposal was announced by Onthehouse on 24 December 2015 and one day after the release of the Notices of initial substantial holder by each of Corelogic Australia Holdings Pty Ltd and the Macquarie Group Entities); 50 percent over the 30 day volume-weighted average price to 22nd December 2015 of $0.567; 47 percent over the closing price of $0.580 on 22nd December 2015; 11 percent over the 30 day volume-weighted average price of $0.765 to Tuesday 5 July 2016; and 13 percent over the Consortium’s initial proposal of $0.755 per Onthehouse share announced by Onthehouse on 24 December. Unanimous Recommendation of the Independent Board Committee.
As advised to the market on 11 March 2016, Onthehouse formed an independent board committee (IBC) which excluded Michael Dempsey and Daniel Dempsey, to consider the Consortium’s proposal.
Following its consideration of the proposal and negotiations with the Consortium, the IBC now unanimously recommends, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of Onthehouse shareholders, that shareholders vote in favour of the Scheme.
Subject to those same qualifications, each independent director of the IBC intends to vote all Onthehouse shares controlled or held by, or on behalf of, that director in favour of the Scheme.
The chairman of Onthehouse and of the IBC, Tony Scotton, said he was pleased to have agreed to recommend a transaction that offers a significant premium to shareholders of Onthehouse.
"The Consortium’s proposal, if implemented, provides shareholders with an immediate and significant increase in value without the risks inherent in transitioning our Console platform to become a cloud, software-as-a-service offering – something that we believe is critical for the platform to retain its strong position in the market.
"The IBC has, therefore, unanimously concluded that it is in the best interests of shareholders to enter into the Scheme Implementation Deed.”
Onthehouse has appointed Lonergan Edwards as the independent expert to opine on whether the Scheme is in the best interests of shareholders and to provide the independent expert’s report.
Implementation of the Scheme remains subject to customary conditions, including, in summary:
 the Court ordering that a meeting of Onthehouse shareholders be convened;
Onthehouse shareholders approving the Scheme by the requisite majorities – being: - a majority in number of shareholders who are eligible to vote, present and voting (either in person or by proxy); and - at least 75 percent of the total shares voted, noting that the members of the Consortium and their affiliates (who have a relevant interest in 19.23 percent of Onthehouse shares) are not eligible to vote;
Court approval of the Scheme at the second court hearing (Second Court Hearing); no material adverse change and no prescribed occurrence occurring before date of the Second Court Hearing; and no material legal restraint or prohibition, preventing or delaying the completion of the proposed transaction is in effect 2 hours before the Second Court Hearing, in each case, as set out in the Scheme Implementation Deed.
A scheme booklet is expected to be sent to Onthehouse shareholders in September 2016.
It is anticipated that Onthehouse shareholders will have the opportunity to vote on the proposal at a meeting to be held in October 2016.
Onthehouse is being advised by TMT Partners and Allier Capital as joint financial advisers and Gilbert + Tobin as legal adviser.
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