The first thing you need to know about the investors who stand to make nearly $5 million from the sale of the homes on Welfare Street is that they didn't actually own the property when they sold it.
As I reported in my first story, they clinched the deal with the Sydney Olympic Park Authority (SOPA) on November 21,2014 and purportedly 'sold' the land as individual blocks on December 20.
But a search of the NSW Land and Property Information on January 5 reveals that SOPA still held the title to the land nearly seven weeks after the deal between the developers and NSW government was clinched and more than two weeks after the auction to on-sell the land took place.
I first searched the Homebush property title on December 30, 2014 and was surprised at the result. So I rang Strathfield Partners Managing Director Robert Pignatoro, who told me that the search must be wrong and there was no doubt that the first sale was completed. We were disconnected and I have not spoken further to Pignatoro.
Depending on the contract for sale, there is nothing illegal about agreeing to sell a property for which a previous sale has not been completed. But you can't sell a title that you don't possess.
I have always regarded the NSW Titles office as being reliable and up to date. Indeed the reliability of property records is a public service on which many rely. So I confirmed that the title search was correct with the NSW Land and Property office. A second search on January 5 confirmed that the transfer had not taken place.
I rang real estate agency CBRE's Peter Vines who handled the sale for NSW Government Property. The contract for sale was finalised on November 21 for $5.8 million but the details of the transaction are not available. The online explanation given for this lack of transparency is that "the contract represents a final negotiated position. Publication of the final position may adversely affect the Authority's future negotiations."
The information about the contract is also not available under the NSW GIPA freedom of information act.
Vines, who was Young Agent of the Year in 2013, told me that he was not permitted to speak about the transaction and referred me to the Government Property Office.
The relevant person was not available so for the time being, the details of the sale remain a mystery.
The Purchasers
I'll return to the contract in a later post in this series.
But now, let's look more closely at the purchasers. Who are the fortunate investors who nearly doubled the value of public property in less than a month?
As I noted in my earlier story, the Welfare Street auction took place on December 20. The pre Christmas news reports of the auction didn't identify the investors.
On December 27, the Sydney Morning Herald published its third story, How the top end of town muscled in on Welfare Street. The vendor auctioning the properties was named as Centennial Property Group (CPG) which the SMH described as being connected with "some of the wealthiest and best connected people" in Australia. The vehicle for the sale was HBW No 1 Pty Ltd, a unit trust set up by CPG in July last year, presumably for the purposes of the deal.
CPG is a relatively new company which since 2011 has been specialising in offering investors the chance to join syndicates to purchase properties that they could not otherwise afford. The company promotes itself as being able to overcome obstacles standing in the way of maximising development value, or as the CPG website explains:
We try to identify well-located institutional quality properties that suffer from temporary or correctable flaws in their tenancy, physical attributes, capital structures, market position and/or management. By exploiting the pricing and operating inefficiencies inherent in assets of this nature and employing intensive asset management to correct the identified flaws, we can reposition such assets for subsequent sale to institutional investors at attractive pricing.
The Welfare Street site is a perfect example of an asset with a 'flaw' - in this case secure tenancies - that would deter less adventurous investors. CPG prides itself on coming up with 'creative solutions' to manage such flaws.
Lance Rosenberg
A key player in CPG is Lance Rosenberg, one of five directors.
Three weeks ago, Rosenberg was described by the Jewish News as a 'heavy hitter' in Sydney's Jewish Community.
But Rosenberg knows what it is like to feel insecure. Back in In 2008, his company Tricom was on the brink of collapse with a $43 million exposure to broker Opes Prime which failed in questionable circumstances. As the Age reported, "On the day after Opes Prime went into administration, Rosenberg tried to recall stock tied up with the failed broker by executing a special transfer, with (his own broking company) Tricom on both sides of the deal." Rosenberg's frantic manoeuvres led to the Australian Securities and Investment Commission taking action against him.
Rosenberg's powerful business and personal friends rallied to defend him. They included Westfield managing director Steven Lowy, Investec Bank executive Geoff Levy and leading tax lawyer Mark Leibler. Levy explained that he had sat with him on the United Israel Appeal organisation, of which Rosenberg is the current NSW President.
Despite this impressive set of references, the Australian Securities and Investments Commission banned Rosenberg from managing a corporation for four years.
Rosenberg successfully fought back in the Administrative Appeals Tribunal which reversed the ban in 2010. At the same time it lifted suppression orders so that the public could read the full story of Rosenberg's narrow escape for the first time.
While times had been bad, Rosenberg weathered the storm.
Even in the bad times, there was never any chance of him having to move out of his own home which is solely owned by his wife Julie Rosenberg. The Rosenbergs bought it from ex Liberal leader John Hewson in 2004 for $13.5 million. Hewson proudly boasted that people regarded it as one of the best non waterfront homes in Sydney. When purchased by Julie Rosenberg the house, which is hidden by high walls, included a pool, tennis courts and a billiard room. It overlooks the Sydney Golf Course.
Rosenberg also held onto his share in a big property at Scone where he was a close neighbour of Packer family's property Ellerston.
Rosenberg celebrated his fiftieth birthday with an ostentatious party at NSW ski resort Thredbo with his own personal ice shrine and a two day booking in one of the town's top restaurants.
It was on the occasion of his birthday that the media mentioned that he was now on the board of a new company Centennial Property Group, alongside successful retail boss and former Freedom Furniture boss Ivan Hammerschlag and his son, Lyle.
CPG is a "private company that's just doing some property work and wants to remain private'' was all Hammerschlag senior would tell the SMH.
One of Rosenberg's first ventures when he came back in from the cold in 2010 was a partnership with experienced Sydney property developer Philip Wolanski to develop land that was part of the old St Patrick's seminary in Sydney's northern beachside suburb Manly. The Spring Cove development, for which $200 million finance was supplied by the Catholic Church, was opposed by some residents as it backs on to waterfront land known for its flora and fauna including fairy penguins.
Who is backing CPG?
The short answer is that it is impossible to find out. If you want to know why, read on.
As explained above CPG is in the business of making money from property transactions. Its directors Lance Rosenberg, father and son Ivan and Lyle Hammerschlag, Jonathan Wolf and Melbourne resident Allan Miller are accountable for the management of the company. But it's far harder to discover the identity of the shareholders who back CPG and share in the benefits of its success.
There are 407 shares in CPG.
Gleneagle Securities Pty Ltd holds only one of those 407 shares but is the only beneficial shareholder of the Centennial Property Group. The remaining shares are held by companies that hold them on behalf of unnamed people.
Gleneagle Securities has two directors, one of whom is Lance Rosenberg. The other is Liam O'Brien, a stock analyst who works in the same CBD building in which CPG is based. Gleneagle Securities is jointly owned by two other companies Myra Nominees and Spinite Pty Ltd, neither of which have beneficial shareholders.
Myra Nominees is associated with the accounting and taxation firm Minnett and Partners. As Managing Director Ross Jenkin confirmed, he and his partner legally own the shares but the identity of the nominees on whose behalf they are held is secret. Jenkin has been on holidays and was not aware of the Welfare Street deal.
Rosenberg is the only director of Spinite Pty Ltd, his private investment company of which he is listed as the joint shareholder with his wife Julie. Spinite was the main owner of Tricom. The Rosenbergs do not however own the shares beneficially. This means they hold them on behalf of others, perhaps a family trust. Spinite is involved in a number of public companies, including ones involved in oil and mining exploration.
The other 406 of the 407 CPG shares are held by Jasforce Pty Ltd and Pyrotherm Pty Ltd but as you can see from the screenshot below the directors in these companies also hold the shares 'non beneifically' or on behalf of other hidden shareholders.
Jasforce Pty Ltd is a Melbourne company associated with Alex Waislitz. While Waislitz is often referred to as the son in law of the now deceased billionnaire Dick Pratt, he is a billionaire in his own right. He is an old friend of Rosenberg's who he chose as one of small group of investors he took to India in Dick Pratt's private jet .
Alex Waislitz lives in Tower Road, Toorak in Melbourne, which real estate agents have described as the "nation's most exclusive residential enclave" where a selling price of $20 million can be regarded as a disappointment.
Pyrotherm Pty Ltd is based in Bondi Junction in Sydney's Eastern Suburbs. Its directors include Rosenberg's fellow South African immigrants Clive and Michael Belkin. Their company Belkin Clarke guarantee absolute confidentiality to their clients. A third director Deborah Clarke told me that she did not know the identity of the real owners of Pyrotherm , She told me that the Belkins, who were not available, may know.
Companies experts may tell us that this sort of structure is normal and it may well be. But it is also secret and unaccountable. Between nominee companies and non-beneficial shareholders, you can't find out much about the true beneficiaries of CPG business model, except that Lance Rosenberg and his backers are heavily involved.
Like auctioning the property before you own it, secret shareholdings are not illegal and no doubt have tax and other commercial advantages.But from a community point of view, it makes it difficult to achieve transparency and public accountability.
Back to the contract
CPG boasts that it does a lot of work before it goes into a deal. We can be sure it did its very best both for the unit trust investors and CPG backers. In a story later in this series, I'll come back to that strange issue of the title and why it remained with SOPA at the same time as new 'owners' rushed to dispose of some secure Welfare Street tenants who had been reassured by SOPA that there were no plans for eviction.
Centennial Property Group is not answering their phone (probably due to the holiday period) so I have not been able to interview Rosenberg. I have assured the company that I will add his comments if I receive them.
I'm still waiting for answers from NSW Minister Stuart Ayres.
(Do you know more? I can be contacted via direct message on Wendy_Bacon on twitter, or through the comments on this site or on email at wendybacon1@gmail.com)