* Grande Cache says deal with Winsway, Marubeni stands
* Jonestown report accuses Winsway of cooking books
* Winsway says fraud claims unsubstantiated
(Updates shares, adds bond details, quote)
By Pav Jordan and Anne Marie Roantree
TORONTO/HONG KONG, Jan 20 Shares in
China's Winsway Coking Coal Holdings Ltd (1733.HK) fell further
on Friday even after the company dismissed allegations of fraud
from a mysterious research firm and sought to reassure investors
that a proposed C$1 billion ($991.23 million) takeover of Grande
Cache Coal Corp GCE.TO is still on track.
A series of fraud allegations against China-focused
companies last year rattled investors and led to scrutiny of
Chinese accounting standards, regulatory probes and dozens of
Winsway, an importer and distributor of coking coal from
Mongolia into China, said late on Thursday that a 10-page report
by a company called Jonestown Research that accused it of
"cooking its books" was unsubstantiated and wrong.
The Jonestown report appeared on a website called InvestDoor
(www.invest-door.com) and was then reposted on other websites in
Canada and Hong Kong. The report carried no identifying
telephone numbers, web address or mailing address for Jonestown
Research and a web search failed to locate any information other
than news stories about the report.
Jonestown Research is not licensed by the Hong Kong
Securities and Futures Commission, the SFC said on Friday.
Toronto-listed Grand Cache, which agreed in October to be
bought for C$10 per share by Winsway and Marubeni Corp (8002.T),
a Japanese trading house, said there was no reason to believe
the allegations by Jonestown Research.
"Grande Cache Coal has no reason to believe there is any
merit to the allegations made in a report recently issued by
Jonestown Research in respect of Winsway and has been assured by
Winsway that the report is entirely without merit," Grand Cache
said in a statement.
Grande Cache and Winsway said the planned takeover deal was
still on track.
"I look forward to closing the deal with Grande Cache,"
Winsway's chief financial officer, Jerry Xie, said during a
conference call on Thursday. [ID:nL3E8CJ4VE]
Jonestown Research said in a disclaimer at the end of its
report that it had built a short position on Winsway shares and
has "every reason to want its stock price to go down."
Shares in Winsway plunged as much as 8 percent on Friday
morning to HK$1.76, adding to a drop of 8.6 percent on Thursday.
They recovered slightly to close the morning session down 4.7
percent, lagging a 0.3 percent rise in the benchmark Hang Seng
Winsway, which made its market debut in 2010 with a value of
HK$7.2 billion ($927.81 million), said nothing in the Jonestown
report had been substantiated.
"There is nothing funny or smelly in our prospectus," Xie
said on Thursday. "KPMG will be fully behind us. We don't know
if there will be a review. We need time to decide how to respond
to this officially and if an investigation is warranted."
KPMG declined to comment on Friday.
A few analysts said on Friday that Jonestown's allegations
were based on faulty information.
"The formula Jonestown uses is misleading. Their calculation
of inventories and accounting terms is questionable," said Helen
Lau, a senior analyst at UOB Kay Hian (Hong Kong). The reaction
in share price "is totally understandable. It reflects how
fragile the market is.
"Investors really need analysts to do their own independent
investigation. They will take the Jonestown report as a chance
to seek additional due diligence."
The Jonestown report is the latest to level allegations of
fraud against China-focused companies.
Among the most prominent was Sino-Forest Corp TRE.TO, a
forest plantation company accused of exaggerating its assets by
short-seller Carson Block and his Muddy Waters firm. Sino Forest
has said a preliminary investigation by its independent
directors shows no evidence of fraud, although its historical
financial statements should not be relied upon.[ID:nL3E8CC5SC]
Winsway was among 49 junk-rated companies flagged by Moody's
in a report last summer as having potential governance
"Jonestown was using Moody's report to say Winsway is a
fraud. I don't know how credible that report was," Xie said.
The buyout offer for Calgary-based Grande Cache, which owns
leases containing more than 300 million tonnes of coal in the
Smoky River coal field in Alberta, was the latest in a flurry of
deals in the global coal industry.
"Grande Cache Coal continues to work with Winsway and
Marubeni Corp to complete the arrangement," the company said.
Winsway's 8.5 percent 2016 bond 975731AA8= fell to
76.5/78.5 cents on the dollar from the previous 84. The yield is
up to 16 percent from 13.6 percent.
"When there is news like that, people sell first and ask
questions later. Most people are comfortable, but some are
taking a very cautious approach and are happy to lose five
points now than more later," said a Hong Kong-based high yield
trader. "But I don’t think it is another Sino-Forest. You need a
lot of skills for that. I am sure there are companies with far
worse corporate governance track records.”
($1 = 1.0089 Canadian dollars)
($1 = 7.7603 Hong Kong dollars)
(Additional reporting by Umesh Desai, Alison Leung; Editing by
Frank McGurty, Chris Lewis and Matt Driskill)
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