Rosemount Estate

Jan 27, 2021 | Secret Rich List

Rosemount Estate was founded by the late Bob Oatley in 1974. The winery has moved from one prominent owner to another while being underpinned by the grandfathered exemption. Treasury Wine Estates, Australia’s largest wine producer, is the current owner of this dark company.

Top 200 Rich List (2020)	No. of Dark Companies: 1	Political Donations since FY 1998-99
Rank: N/A	Rosemount Estates Pty Ltd	Labor Party: $88,236
Wealth:		Coalition: $281,264
Wealth (2019):		Independent: $0
YoY wealth change:		Total: $369,500

Located in picturesque McLaren Vale, South Australia, Rosemount Estate features 7463 hectares of Vineyards situated around the Great Australian Bight coastline.

In 2001, Southcorp Wines acquired Rosemount Estate for $1.49 billion. The late Bob Oatley received $880 million in cash and $610 million worth of Southcorp shares as part of the deal. Oatley purchased a further $580 million worth of Southcorp shares, bringing his stake up to 19%. Although the acquisition was supposed to benefit both parties, due to an oversupply of grapes and poor management, the company suffered a loss and was subsequently acquired by beer group Foster’s in 2005.

Fosters decided to split its wine division into a separate company called Treasury Wines Estates (TWE) in 2011 due to poor performance. TWE own 26 Australian wine labels alongside Rosemount Estate including, Penfolds, Wolf Blass, and Lindeman’s.

TWE settled a class-action lawsuit for $49 million in 2017 after they were accused of breaching disclosure obligations and misleading investors.

According to ATO Tax Transparency data, Treasury Wine Estates Limited made $6.78 billion of income between the 2015-16 and 2018-19 financial years. Over this period, taxable income was $1.14 billion, and tax payable was $331.3 million. However, despite making a total income of $2.09 billion and having a taxable income of $90 million, they paid zero tax during the 2013-14 and 2014-15 financial years.

In November last year, Treasury Wine Estates was slapped with a 169.3% tariff on its Chinese exports. The tariff resulted from preliminary findings in an anti-dumping investigation alleging that Australian wine producers were exporting wine below cost price. This was a significant blow as TWE’s exports to China make up 30% of their total revenue, causing the2ir share price to fall 17.4% in just two days.

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HOW WE COMPILED THE LIST

How we compiled this list

What are they trying to hide? This is the driving question behind our ‘Secret Rich List’ project at Michael West Media.

Our aim is to shine the spotlight on the 1,119 large proprietary companies that continue to enjoy a privileged exemption from having to lodge financial reports to the Australian Securities and Investments Commission (ASIC).

An exemption from any new law or regulation is commonly referred to as ‘grandfathering’. In this case, the exemption from having to lodge audited accounts effectively creates two classes of Australian citizens; large proprietary companies that have to comply with government legislation, and the remaining 1,119 companies that by definition are required to do the same, yet enjoy an antiquated free pass from full public transparency.

What was issued as a “temporary measure” by the government of Paul Keating in 1995 has placed these companies above the law for more than 25 years. We believe it is in the public interest to put an end to this outdated government legislation once and for all.

Although ASIC defines the companies enjoying the exemption as as grandfathered large proprietary companies, we prefer the term ‘Dark Companies’; it is a more fitting description of old wealth empires whose financial accounts are cloaked by this provision, shadowed from the public eye.

History behind the 1995 grandfathering exemption

This grandfathering regime was issued in response to The First Corporate Law Simplification Act 1995, a 1995 amendment to the Corporations Law at the time.

Before this amendment, whether a company had to prepare and lodge financial accounts with ASIC was determined by whether they were an exempt or non-exempt proprietary company (exempt meant the company did not have to publish accounts).

ASIC defines exempt proprietary companies as:

“companies where there was no direct or indirect public ownership; that is, they were essentially owned by private individuals. The companies were not required to lodge financial reports where those financial reports were subject to audit and sent to members.”

Under the First Corporate Law Simplification Act 1995 the measure of whether a company had to lodge financial accounts with ASIC changed from the reporting entity test (exempt/non-exempt system) to what became known as the ‘small/large test’.If the company was considered a ‘large’ proprietary company, then it must lodge its accounts.

As of the law in 1995, an Australian proprietary company was ‘large’ if it satisfied two of the following three criteria:

consolidated gross assets of $5 million or more;
consolidated gross revenue of $10 million or more;
the company and the entities it controls (if any) have more than 50 employees at the end of the financial year.

The criteria for the small/large test has since been updated.

The new legislation meant that a significant number of previously exempt organisations now had to prepare and lodge their financial accounts.

The explanatory memorandum for the Bill notes: “To avoid disrupting established commercial arrangements, those existing exempt proprietary companies which have their annual accounts audited, which are large and which elect to continue operating under the existing rules, will not need to lodge their accounts with [ASIC].”.

Thus was born the concept of the grandfathered list - or Secret Rich List as we like to call it. In 1995, it was home to more than 2,000 large proprietary companies.

Significant Global Entities

Some 12 of the 1,119 Dark Companies are considered ‘significant global entities’ (SGE). An entity becomes an SGE if it fits at least one of the two following criteria:

a 'global parent entity' whose 'annual global income' is A$1 billion or more,
a member of a group of entities consolidated (for accounting purposes) where the global parent entity has an annual global income of A$1 billion or more.

These entities must prepare and lodge general purpose financial accounts with ASIC. This requirement is no different for the 12 SGEs on the Secret Rich List as their SGE status overrides the grandfathering exemption.

MWM METHODOLOGY

MWM Methodology

Using both the ASIC and Australian Electoral Commission (AEC) databases we have conducted more than 5,000 searches and counting.

Through the ASIC searches we have been able to collate the necessary information for every company on the grandfathered list, ranging from company directors, shareholders (both persons and organisations), a company’s auditor and much more. This has all been incorporated into our database, which is designed to map out these Dark Companies and tackle our driving question.

We also used the AEC database to generate an extensive list of political donations from these Dark Companies that date from the 1998-99 financial year to the present. We have designed a separate database for these figures, listing political donations from the entity itself, its directors and/or its shareholders. Each donation has been separated into recipient categories to better display the amounts funnelled to the Liberal and Labor parties and their constituencies.

The donations help indicate why the exemption, which ensures such a lack of transparency, has stood the test of time despite numerous attempts over the years from both sides of Parliament, the cross bench, the Greens, Treasury, corporate regulator ASIC and a joint parliamentary inquiry, which have all called for the exemption to be abolished. Both databases created by Michael West Media complement each other to bolster the narrative of the stories that follow.

Rosemount Estate

Kahlbetzer Family and Twynam Pastoral

Star Track/Australia Post

The Disney/Murdoch Connection

Bruce Gordon and WIN Corporation

Honan Family and Manildra Group

Harry Triguboff and Meriton