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Stay up to date on the latest market moves with Sarah Thompson, Anthony Macdonald and Gretchen Friemann.

Franklin raises Qantas stake amid loyalty debate

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Franklin Resources, the largest shareholder in Qantas Airways, has further tightened its grip on the share register ahead of the release of the airline’s half-year results and an update on its strategic review on February 27.

Franklin, whose holding includes shares managed by Melbourne-based Balanced Equity Management’s Andrew Sisson, has raised its stake to 15.4 per cent from 14.33 per cent previously. The second-largest stake, at 8.96 per cent, is held by Colonial First State. Capital Group, now the third largest holder with 6.57 per cent has reduced its holding in recent weeks.

There is speculation in the market that Franklin is opposed to the sale of a stake in the airline’s lucrative frequent flyer program given it has been in the past, but Sisson has not responded to calls or emails to confirm that is the case.

Market sources have suggested Colonial and BT, the second and fourth-largest shareholders respectively, may have a more pragmatic view about a float of Qantas Loyalty.

Qantas has already revealed it will report a half-year pretax loss of $250 million to $300 million on February 27 and so the market is more focused on an update on its strategic review, which also includes plans to strip $2 billion of costs from the business over the next three years.

sarah.thompson@afr.com.au

a.macdonald@afr.com.au

gfriemann@afr.com.au

BoQ scores a ‘buy’ from Bell Potter

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Bell Potter has lifted its rating on Bank of Queensland to ‘buy’ because of its improving asset quality and a comparatively cheap share price.

Analyst TS Lim points out the regional lender’s 12-month total return is now expected to be greater than 15 per cent, which includes a grossed-up dividend yield of 7 to 8 per cent.

The broker argues the pullback in the bank’s share price over the past month is excessive given the ameliorated medium term earnings outlook expected from the Virgin Money Australia platform.

In an earlier note, Bell Potter forecast the VMA business will deliver pretax savings of about $114 million given the greater reliance on digital distribution – a segment that is expected to expand to 30 per cent from its current base of 2 to 3 per cent – and the dwindling need for bank branches. According to Lim the lender could eliminate up to 81 branches, and cut 427 jobs.

Bell Potter emphasises growth in BOQ’s lending business, particularly residential property, remains sluggish due to deleveraging and predicts its 2015 targets for lending growth are unlikely to be met until 2016.

The forecast delay in hitting these milestones prompted the broker to lower its price target on the stock to $12.40 from $13.00.

However retail deposit funding should increase while the High Quality Liquid Assets ratio is likely to remain stable at 15 per cent - indicating the strength of the bank’s buffers.

Bell Potter argues BOQ “is now more than well capitalised and provisioned to start looking towards normalising and growing earnings again” and the broker insists tightened credit risk disciplines, the leverage to the East Coast and a better wholesale funding environment all bode well for the lender.

sarah.thompson@afr.com.au

a.macdonald@afr.com.au

gfriemann@afr.com.au

The curious case of Country Road

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Surely we are not the only ones who have noticed Country Road’s remarkable share price run?

The listed rag-trader, whose shares rarely trade thanks to South Africa’s Woolworths and Solomon Lew, who together own 99.75 per cent of the company, is now worth $984 million after its shares jumped from $4.83 to $9.50 in the past month. While the increase has been on only slight trading volume, the remarkable run has not even drawn a speeding ticket from the ASX.

The question now is who’s buying. Traders have been quick to point to Woolworths, which already owns 87.88 per cent. Lew, who has 11.88 per cent, is not believed to have been in the market. The strong trading comes after Country Road revealed a 71.7 per cent lift in first-half profit to $38 million.

IFM Investors calls Barclays capital in for QML funding advice

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Barclays Capital has emerged in IFM Investors’ camp for Queensland Motorways Ltd, with the British bank hired to explore funding options for the $6 billion bid.

It’s believed the IFM consortia’s indicative offer lodged on Friday was backed by a Barclays Capital “highly confident” funding letter, consistent with what would be expected of a funding adviser.

Of course IFM – and its equity bid partners Ontario Teachers’ Pension Plan and Borealis Infrastructure – may find it is cheaper and/or more convenient to take the $2.5 billion staple package being offered by the vendor. Early indications are that QML could fetch around $6 billion at auction, and bids would likely consist of $2.5 billion to $3 billion debt.

IFM, whose group is advised by Rothschild, is one of the auction’s key contenders along with consortia anchored by Transurban Group and Hastings Funds Management.

All three were believed to have lodged first-round offers on Friday, along with less-advanced bids from infrastructure and sovereign wealth funds seeking to join a group. QML’s manager, QIC Limited, and advisers Macquarie Capital and UBS are expected to report back to bidders this week. The auction has been set up to an accelerated timetable, with final binding bids due in mid April and financial close soon after.

Elsewhere in infrastructure, Rearden Capital, the new infrastructure debt fund run by restructuring specialist Vaughan Busby, has snapped up former ANZ banker Ben Stewart.

Stewart, who led ANZ’s infrastructure and utilities teams, will start as head of infrastructure finance at Rearden in April, based in Melbourne.

Busby hopes Stewart’s presence will give superannuation funds the confidence to invest in Rearden, which aims to raise $250 million over the next 12-18 months.

Rearden plans to loan money to economic infrastructure projects such as ports, airports, power stations and gas pipelines in the form of senior secured debt, giving super funds long-term ­exposure to infrastructure assets.

Goldman Sachs links with Orica, but watch for Citi

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Orica has turned to long-time adviser Goldman Sachs as its weighs the $1 billion spin-off of its general chemicals unit.

As first reported by Street Talk on Financial Review Sunday, it is believed Goldman ­Sachs has been working with Orica on its options for some time, and is readying the chemicals unit for a potential trade sale or demerger.

While Orica is expected to test trade buyer demand, a demerger is favoured in the absence of a knockout offer. Some of Orica’s largest shareholders are keen to see the split and would like to see how the chemicals business could trade on its own.

Goldman’s involvement is unlikely to surprise its rivals. The United States giant guided Orica through its last demerger – the spin-off of paints maker DuluxGroup in 2010 – along with JPMorgan. Should the demerger go ahead, Citi bankers are likely to also press for a role. Citi’s head of investment banking, Tony Osmond, and industrials boss, Nick Bagot, are ex-Goldman bankers and are believed to have maintained their ties with Orica’s Melbourne head office.

Analysts – including CBA and CIMB – have also pointed out the role of Orica’s Andrew Larke. Larke has been charged with Orica’s corporate strategy for the past decade and was last year also appointed head of chemicals.

Orica chief Ian Smith is under some pressure from shareholders to make his mark on the business after almost two years in the top job. Having already considered selling Minova – and eventually bringing it further into the business – spinning off chemicals is one logical option.

SG Fleet raise to test fundie views on pricing

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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It may have taken six weeks, but finally the biggest question in equity capital markets will be answered when initial public offering candidate SG Fleet closes the books on its $200 million-plus float on Wednesday.

As it stands, fund managers have ramped up an attack on IPO quality and pricing in the wake of last year’s spree, while bankers continue to pitch floats as if the window’s wide open.

Fleet management and salary packaging company SG Fleet is this year’s first real test. The company is seeking to raise $208 million to $244 million in an offer through Goldman Sachs and Morgan Stanley. Provided there is enough demand, about two-thirds of the stock is expected to go to institutional investors, while the rest makes its way to clients of JBWere and Morgan Stanley Wealth Management.

SG Fleet management has been meeting investors over the past fortnight. They have spent plenty of time explaining the business and its place in the industry – but the first question of most investors has been about regulatory risk. A snap proposal by the then-Labor government last July threw SG Fleet and rivals into turmoil. The government proposed changing novated lease tax concessions – which saw demand dry up overnight.

While the Coalition government has since ruled out any changes, and the Australian Labor Party does not look like returning to power any time soon, the risk is still fresh in investors’ minds.

SG Fleet’s pitch asks new investors to consider Australia in the context of the United Kingdom. In Britain, fleet managers control 76 per cent of company-owned cars, compared to a miserly 36 per cent in Australia. SG Fleet already makes more than half of its revenue from corporate customers.

SG Fleet is not cheap.Shares are being offered at 8.3 to 9.7-times forecast 2015 financial year EBITDA, which is up to 12.6-times on a one-year forward price-to-earnings basis. Rival McMillan Shakespeare trades at about 12.4-times.

Private equity firm CHAMP  Ventures is seeking to sell its 41.4 per cent stake on listing, while South Africa’s Super Group would retain its 50.6 per cent holding.

Bids lob for Investec’s local loan book, asset finance unit

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Investec’s Australian retreat is motoring along, with the bank receiving first-round bids for a $3 billion loan book and professional finance division on Friday.

Sources said National Australia Bank and Macquarie Group, who both have significant professional finance units, were among the major local players to lodge an indicative offer and were likely to be short-listed for the second round.

Regional banks the Bank of Queensland and Bendigo and Adelaide Bank were also believed to have made a bid, although whether they could outbid their larger rivals remains to be seen. Rival Suncorp Group is not believed to be interested, with chief executive Patrick Snowball having shown himself to be averse to acquisitions. The auction – run by Greenhill – has also attracted some private equity interest. Archer Capital is one firm that has been reported to be in the process, along with loan book tyre-kicker, Pepper Australia.

Despite the interest, it seems unlikely a private equity group could outbid a Big Four bank given the funding characteristics of the deal. Any private equity buyer would have to borrow from a bank to fund the deal, which means their cost of funding should be materially higher than any of the Big Four.

That said, the private equity firms would likely offer existing Investec management the potential to keep some skin in the game and better growth prospects than a bank. Up for grabs is an Investec loan book, an asset finance and leasing division and the lucrative professional finance unit which provides loans for doctors and dentists.

Local restructure

The assets are being sold as part of the South African giant’s local restructure. Investec is reducing its Australian presence to focus on corporate advisory, property funds and project finance. It’s believed the bank is keen to sign a deal before SA’s financial year finishes on March 31 .

Investec’s sale comes four months after Westpac Banking Corp acquired a similar business from the retreating Lloyds Banking Group, when Westpac outbid Macquarie, Pepper and ANZ Banking Group in the final round. Commonwealth Bank of Australia, NAB and GE Capital had helped fund Pepper’s unsuccessful bid. Pepper has a history of working with similar parties on numerous transactions, so it would not surprise to see those names pop up again on the Investec deal.

Westpac paid $1.45 billion for $8.4 billion in loans. The loans included a $3.9 billion motor vehicle finance book, a $2.9 billion equipment finance book and a $1.6 billion loan portfolio.

Orica mulls $1bn demerger

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Orica mulls $1bn demerger

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Explosives and chemicals giant Orica is not known for sitting still.

So when the $8.5 billion gorilla announced a strategic review of its general chemicals business 10-days ago, shareholders and brokers were pretty quick to think there may be something major going on.

The thinking was right. Shareholders are keen to see Orica demerge the business, in an effort to unlock more than $1 billion of hidden value. Orica has been working on the spin-off plans with long-time adviser Goldman Sachs, while rival US bank Citi is also close to the situation.

Sources said Orica would first consider selling the non-mining chemicals business to a trade buyer, but a demerger was the more likely option. It would be Orica’s second spin-off in 3½ years and first under chief executive Ian Smith.

Orica declined to comment.

Spinning off the general chemicals unit, which is the largest supplier of industrial chemicals in Australia and New Zealand, would move Orica closer to its goal of becoming a pure-play mining services company.

Analysts have valued the chemicals business at about $1 billion. Chemicals made $121 million EBITDA in the 2013 financial year, and CBA analysts reckon it would trade at 7.4-times earnings as a separate company.

Bankers and shareholders have also been quick to note Andrew Larke – Orica’s recently appointed chemicals boss who has also headed up group strategy. Larke’s well known among bankers as keen dealmaker and they expect Orica’s chemicals business could be set free before the end of the year.

Demergers have had a mini-revival in the past 12-months, with Brambles and Amcor among the top-50 companies to set a unit free. Fund managers have been agitating boards to find ways to unlock value – and companies that have actively pursued such restructures have been rewarded by the market.

UGL’s property spin-off looms as the next major deal, although doubts exit about whether it will ever make the ASX boards. UGL is likely to try and sell the business to a private equity buyer first, in an effort to shore-up the engineering company’s balance sheet.

sarah.thompson@afr.com.au

a.macdonald@afr.com.au

gfriemann@afr.com.au

Merrill sizes up ties between Arrow and APLNG

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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As Arrow’s plans to build a fourth LNG export project at Gladstone appear more unlikely by the day, Bank of America Merrill Lynch analysts have run the number on an APLNG/Arrow tie-up which could help both parties.

Arrow, which is backed by giants Shell and PetroChina, has been aggressively cutting jobs. The company had been seeking to build a fourth terminal at Gladstone, alongside those owned by Origin Energy’s Australia Pacific LNG, Santos’s Gladstone LNG and BG Group’s Queensland Curtis LNG.

BAML focused on scenarios where Arrow and APLNG would do a deal.

“Market sources have suggested that Arrow LNG has been in collaboration talks with other Qld LNG proponents since last year,” BAML analyst Simon Chan told clients on Friday morning.

“We believe the three possible collaboration structures are: (i) APLNG builds Train 3, buys CSG from Arrow, and sells the LNG to 3rd parties, (ii) APLNG builds Train 3 and tolls Arrow for liquefaction, but Arrow owns the LNG, or (iii) Arrow builds Train 3, and APLNG earns infra/pipeline charge only.” 

The broker said the third option was most likely, given Origin’s tight funding position. Although it would not help free cash flow as either of the other two.

The other thing worth considering is whether the deals would work for Arrow.

“Whilst the upsides to ORG from an APLNG/Arrow tie-up are apparent, Arrow is set to materially benefit as well,” BAML said.

“Joining up for Train 3 means Arrow can avoid its own Surat-Gladstone pipeline (ca. $1-2bn), save on site clearing cost at Boatshed Point, and construction of an offload facility ($1-2bn). This is rather significant given Arrow’s budget for a 2 train project was reportedly $20bn.” 

The analysis comes as Origin prepares to release its half-year results on February 20.

sarah.thompson@afr.com.au

a.macdonald@afr.com.au

gfriemann@afr.com.au

MacGen shapes as Baird’s biggest privatisation test

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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When privatising an asset, NSW Treasurer Mike Baird likes quick and clean deals.

Once he’s decided to sell, he wants the state to be off-risk completely. When bids come in, there is a sense of urgency. Lawyers work around the clock checking the fine details and conditions attached to the bids, while bankers open the offer envelope and handle the back-and-forth negotiations.

It’s a formula that has helped Baird win the respect of major Australian and offshore infrastructure investors who have repaid him by paying big prices for two NSW ports and the Sydney Desalination Plant.

Each transaction was signed less than a week after final offers arrived.

But Macquarie Generation’s sale is unlikely to be quick or clean.

Three final bids arrived on Wednesday and Baird’s team is believed to be working with some urgency. But the competition regulator’s decision to extend its investigation into AGL Energy’s offer means Baird will probably be “on-risk” for at least another four weeks.

Of course, he could chase a quicker deal and go with ERM Power or Marubeni, but it is difficult to see how either could pay more than AGL.

“For AGL, MacGen covers its current short position in the market and allows AGL to use the surplus to rebuild its C&I business which has shrunk in recent years. There are likely to be some head office/hedging benefits medium term,” Macquarie Securities analysts told clients last week. They said AGL was the auction’s frontrunner and could justify a $1.7 billion offer.

While Baird’s team may have been expected AGL to have some issues with its bid, it is unlikely they were factoring in a four-week delay.

It has also aggravated AGL’s camp. While AGL and the Australian Competition and Consumer Commission are old sparring partners, it is easy to see how they may be thinking the regulator is playing with the deal timetable to help create a fourth major energy retailer.

History shows electricity sector deals are usually complex, particularly in NSW.

Baird had been keen to draw a very clear line between his asset sales and that of the former government. So far he has been able to do that with his quick and clean mantra. But MacGen is his team’s biggest privatisation test to date.

sarah.thompson@afr.com.au

a.macdonald@afr.com.au

gfriemann@afr.com.au

CS, Goldman show $1.8bn Aurora to Baytex

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Credit Suisse and Goldman Sachs have been working with Aurora Oil & Gas, which has recommended a $4.10-a-share cash bid valuing the company at $1.84 billion.

Aurora’s suitor, Toronto-listed Baytex Energy Corp, unveiled the takeover offer on Friday morning.

It was pitched at a 52 per cent premium to the one-week volume weighted average price and a 34 per cent premium to the six-month volume weighted average price.

Aurora’s directors recommended the offer, which was to be completed via a scheme of arrangement.

Aurora shares are set to resume trading at 11am AEDT in Sydney.

The bid would see Baytex pay $C1.8 billion ($1.82 billion) plus assumed debt of another $C744 million.

Credit Suisse, Goldman Sachs and Gilbert + Tobin are advising Aurora, while Scotia Waterous and a handful of law firms, including Norton Rose in Australia, are acting for the bidder.

RBC Capital Markets and Scotia Capital have also kicked off a $C1.3 billion equity raising on Baytex’s behalf to help fund the bid.

The brokers were seeking buyers for 33.4 million shares at $C38.90 each, according to a termsheet sent to potential investors.

sarah.thompson@afr.com.au

a.macdonald@afr.com.au

gfriemann@afr.com.au

Frying pan into the fire for Atlantic Midwest Vanadium

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Frying pan into the fire for Atlantic Midwest Vanadium

The mixed fortunes of Australia’s mining sector are becoming more pronounced by the day.

While the woes of large players like Fortescue seem to have receded into the distant past following a revival in iron ore prices and a swingeing cost cutting regime, smaller producers continue to feel the pinch.

Late last year embattled Mirabela Nickel topped the sector’s casualty list but its ranking may soon be challenged by listed vanadium miner, Atlantic.

A looming interest rate payment on some $350 million of senior secured loan notes, held by a group of US bond investors, threatens to engulf Atlantic’s subsidiary Midwest Vanadium.

Not that the company’s travails are a new development. Midwest, which owns and operates the long-troubled Windimurra mine near Mount Magnet in Western Australia, has grappled with a razor thin liquidity cushion for over two years.

Weak commodity prices – vanadium is a component in steel – have compounded its problems, turning its ability to service twice yearly coupon rate payments into an epic struggle. The company is now staring down the barrel of insolvency with the next interest fee due on February 15.

The notes are due to expire in 2018 although the coupon rate is set to increase to 12.5 per cent from 11.5 per cent on February 16 ,2015.

It’s unclear whether the miner can survive until then without the bond holders agreeing to ease the terms, and as in the case of Mirabela, throw out a lifeline.

Midwest Vanadium’s capacity to service the debt, has already been sorely tested. Last year the company ransacked funds from a restricted account to pay down a $US19.3 million ($21.5 million) interest rate fee.

Its quarterly statement published last week, shows it is still in breach of the borrowing terms on the notes and has 10 business days to rectify the issue.

The company was supposed to inject $US5 million back into the empty interest rate reserve account on Monday but said it has no intention of complying with this condition. In this context, Tuesday’s fire at the mine, which resulted in Atlantic shares being suspended, seems another ill omen.

BrisConnections heads offshore to find buyers

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Bankrupt BrisConnections, owner of Brisbane’s Airport Link tollroad, will be touted overseas to potential buyers as lenders scope interest in the asset.

With restructuring specialists Fort Street Advisers now on board representing BrisConnections’ bank lenders following the appointment last year of PPB Advisory as receivers, moves are being made to gauge buyer interest.

Although no final decision on a sale has been made, Fort Street is understood to be preparing to head to Asia, Europe and the United States to meet with potential financial and trade buyers. The Spanish, who have been aggressively investing in infrastructure, are seen as key candidates, with infrastructure developer Cintra, a subsidiary of Ferrovial, on the hit list.

Singapore investment group Temasek is another potential buyer, as are the Canadian pension funds.

Advisers are keen to look far afield for potential buyers because the more lucrative $5 billion sale of Queensland Motorways is detracting attention away from BrisConnections.

Bidding consortiums for Queensland Motorways are waiting to see if they are successful before taking a look at Airport Link, which many are reluctant to own as a single asset given its weak traffic flows.

But combined with Queensland Motorways’ tollroad portfolio, Airport Link becomes more attractive.

The portfolio consists of a ­­70 kilometre network of toll roads, including the Go Between Bridge, the Clem Jones tunnel, Gateway, Gateway Extension and Logan Motorways.

BrisConnections tried to strike a restructuring deal with a consortium of 10 banks which had lent some $3 billion to the group in late 2012, but talks collapsed, forcing the group into receivership last year.

Listed rivals consider Forge and its book of contracts

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Forge Group sale documents are flying around Perth like confetti – and have apparently found their way into the hands of listed rivals Decmil, NRW Holdings and Monadelphous.

It is understood the three listed contractors are among a group of about 10 parties taking a look at Forge’s books, as part of a sale process being run by Perth-broker Euroz. Sources said other interested parties included privately-owned Southern Cross Engineering and US distressed investor Anchorage Capital Group.

Although as Forge’s board would know, it is one thing to have interest and another to have a buyer at an acceptable price. The company has already knocked back conditional offers it thought were low-ball, but has gone back to these parties and others.

Lender ANZ Banking Group, which saved Forge late last year, is keen to see an equity injection.

It’s likely some of Forge’s rivals are in the dataroom just to take a look at some of its bigger contracts in case things go bad and Forge loses some clients. In that case, the contracts would likely go back to tender and rivals would want to know the details.

Elsewhere, the team at Andrew Forrest’s Poseidon Nickel have been beavering away on an equity raising in recent weeks. The company was due to report back to the market on the results of its equity raising on Friday morning, but is expected to instead seek another extension of its trading halt.

The Poseidon team are believed to still be putting a raising together and have decided they need more time. Poseidon needs $US197 million ($220 million) to develop its Windarra nickel project and has an $US8 million loan outstanding to Mr Forrest, who ranks as its biggest shareholder. It is believed the company is now trying to raise about $US20 million, which would allow it to settle Mr Forrest’s debts, and provide some working finance for another year or two.

Broker fishes for DJs stock

Edited by Sarah Thompson, Anthony Macdonald and Gretchen Friemann

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Someone was looking to get their hands on a pile of David Jones shares after market on Thursday, with broker UBS believed to have been contacting fund managers in an effort to rustle up a small stake.

Sources said UBS was calling around after market looking for institutional owners who may be willing to free up a few shares.

It is not known whether the broker was seeking to buy on behalf of a strategic or fund manager client, but the late-in-the-day tactics raised eyebrows. Rival brokers also thought it seemed out of the ordinary.

It comes as David Jones investors are on high alert after the company revealed it was the subject of an all-scrip Myer proposal last October. Myer has so far shown no intent to put any pressure its rival – other than to stand by the value in its proposed merger.

Of course it is possible UBS was trying to cover a position for one of its hedge fund clients. The broker’s hedge fund desk is active in David Jones stock lending.

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