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The ShareSoc Informer is the monthly newsletter of the UK Individual Shareholder Society. There is a real need to encourage direct investment in the UK stock market, but individual investors will be discouraged if their rights and needs are ignored. One reason why ShareSoc was formed was to ensure that… ...read more or visit website »
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Posted by ShareSoc at 13:45, December 22 2012.
BAE Systems – A business still facing strategic challenges
On Wednesday BAE Systems (LON:BA.) issued an announcement stating that pricing on the contract to supply 72 Typhoon aircraft to the Kingdom of Saudi Arabia had still not been agreed. This was interpreted by some newspapers as a profit warning. Indeed the announcement said that if no agreement is reached before the Group’s full year results announcement (which was in mid February last year) then it might reduce earnings per share by about 3p. Previous analysts’ forecasts were for slightly over 40p in 2012.
Oddly enough they have already delivered 24 aircraft so it would seem that analysts were relying on revenue being booked in the current year based on pricing which has not yet been agreed. It surely reinforces the point that BAE is still a business with some problems in the current tight market for defence expenditure. The outcome of the US “fiscal cliff” discussions, which are still unresolved, could have a major impact on future US orders for BAE.
Indeed an article in the Financial Times this morning suggests that BAE is “heading towards a cliff” based on the comments of one senior defence company executive who suggested that its large platforms will have difficulty finding new markets and the order book is not growing.
However on Friday there was the more positive news of a contract for the supply of Typhoon and Hawk aircraft to Oman worth approximately £2.55bn although delivery is scheduled for 2017 onwards.
ShareSoc is running a Shareholder Action Group on BAE Systems that has called for the resignation of Chairman Dick Olver following the failed attempt to merge with EADS. See www.sharesoc.org/campaigns4.html for more information and on how to join so as to support the Group.
Posted by ShareSoc at 09:37, December 23 2012.
Monitise – A nice Christmas present for senior executives
Late on Friday afternoon, Monitise (LON:MONI) announced the grant of large numbers of options to three directors – Alastair Lukies, Lee Cameron and Michael Keyworth. Mr Lukies, the CEO, almost doubled his options and now has options over 1.8% of the issued share capital.
There is one simple performance target that has to be achieved for the options to crystallise – namely that the share price is over 55p for two months around December 2015. With the current share price being 33.75p, that’s growth of 22% per year, or 66% in total. In the last three years it grew by 95% so that’s not necessarily a particularly difficult target.
What is the justification for this award? Simply to “align directors’ incentives with future growth expectations”. Now at the AGM in October (of which there is a full report on the ShareSoc Members Network), I complained about the large number of share options that had been awarded to Mr Lukies and Mr Cameron only recently. The justification given was that these awards were necessary to retain staff, and needed to be put in place because previous options had been exercised (i.e. Mr Lukies had already exercised and cashed in some of his previous options).
As I said at the time (in a previous blog entry before the AGM), “Whether shareholders will ever make any money from this company remains to be seen, but it would seem that the executive directors are certainly likely to do so”.
Perhaps the directors will argue that the recent share placing has diluted their interest and hence they need more share options to compensate, but why should they be favoured in this way when other shareholders have suffered from the dilution?
Posted by ShareSoc at 14:21, December 31 2012.
RBS news and stronger bank ring-fencing urged
Stephen Hester, CEO of Royal Bank of Scotland (LON:RBS) , had an interview published in the New Year edition of the Hargreaves Lansdown client newsletter. What he said was not particularly positive. To quote: “That allows us to project, barring accidents, that by 2014 we will be looking like a ‘normal’ bank again as far as our risk profile is concerned”, and “…..I think our shares will take time to reach the price levels to which the Government aspires”. One presumes by the latter he means a level at which the Government can at least get out without a loss and save some face.
He also said “there are further items on the regulatory agenda which are likely to be both expensive and wrenching”. Whether he was referring to the penalties for manipulating LIBOR which have yet to be announced for this bank, further capital strengthening or the ring-fencing of retail and investment banking, is not clear.
On the latter subject, it has been reported that Mr Osborne is being pressured by a group of MPs (a commission led by Andrew Tyrie) to strengthen the proposed rules on ring-fencing. They consider the proposals from the Government not nearly tough enough. Perhaps it’s worth pointing out that in one of the first public consultation responses ShareSoc submitted, we questioned the ring-fencing proposals produced by the ICB. This is what we said at one point: “We do not in essence support the retail ring-fence proposal. The Commission gives strong arguments in its report for the benefits of a total separation of retail and investment banking, and then chooses to propose a watered down version, presumably so as to overcome the objections of some of the major banks. However, we do not believe that such a separation by ring-fencing would be practical or be capable of enforcement”.
Other news concerning RBS recently was that more institutions have joined the prospective legal action against the directors and the company in respect of the rights prospectus. However this has apparently further delayed filing the suit in court. There may be good reasons for these delays, but it hardly inspires confidence when the filing gets repeatedly delayed.
Posted by ShareSoc at 14:54, January 4 2013.
EuropeanIssuers take stance on Securities Law
You may not have heard of the organisation called EuropeanIssuers, but they are a body that collectively represents publicly listed companies in Europe (see www.europeanissuers.eu/en/ for background). Before Christmas they issued some interesting comments on the discussions taking place in the EU on securities law legislation in a “position” paper (available from their web site).
They strongly oppose “omnibus” accounts (otherwise known as “pooled nominees” where multiple clients beneficial claims on assets are intermingled), and the following is what they say:
Those principles are indeed similar to what ShareSoc would like to see. The point they make that investors should be warned about the risks inherent in omnibus accounts are particularly well made. At present, most retail investors get put into nominee accounts as a matter of course by stockbrokers without them being informed of the risks associated with such accounts, or the alternatives that are available.
Posted by ShareSoc at 12:22, January 7 2013.
ShareSoc Investor Day (and Members' Meeting)
A day of interesting talks from leading speakers on the investment scene plus the opportunity to meet with other members and discuss topical issues.
When: Tuesday February 26th 2013 commencing at 11.00
Where: De Morgan House, Russell Square, London
The Speakers: Ed Page-Croft of Stockopedia, Nicholas Bertrand of the LSE, Marcus Phayre-Mudge of Thames River Capital, David Axon & Peter Smith of Consilia, Guy Knight of the Share Centre, Annabel-Brodie-Smith of the AIC and others.
DO JOIN US FOR AN EDUCATIONAL AND INTERESTING DAY
Click on this link for more information and details of how to register:
www.sharesoc.org/ShareSoc_Investor_Day.pdf
Posted by ShareSoc at 12:00, January 8 2013.
Stock screening wins, maybe.
Stockopedia, who specialise in financial analysis of companies and stock screening, yesterday published the results of the first year of running their “Guru” screens, and it certainly makes interesting reading. They actually have 65 different model screens, many of them based on the investment style of well known investors such as Bill Mille, David Dreman, Charles Kirkpatrick, Ben Graham, Ken Fisher, Warren Buffett and Joel Greenblatt.
With the FTSE All-Share up 9% last year, Stockopedia claim 82% of the long screens would have outperformed that index. The best screens last year would have been Bill Miller’s which returned 77%, and David Dreman’s High Dividend Screen which returned 46%.
This is course begs the question: could you forget stock picking and simply follow the formula recommendations? Unfortunately it’s not quite as simple as that (apart from the issue of which screen to use). You need to examine these results a bit more closely. For example, the average performance of all the long screens was 22%, whereas the small cap index was up 26% (although the AIM index was down slightly but probably mainly because of price falls in companies in the mining and oil/gas sectors with assets but no revenue or profits which would have been excluded from most screens anyway). As there are many more small cap and AIM stocks, which Stockopedia includes in its screens, the results may be distorted to some extent.
You might also presume that everyone will be looking at what the Bill Miller screen is currently recommending, which might erode the screen performance. And when you look at the Bill Miller screen, as Stockopedia says, it’s definitely "concentrated". In fact at the current time it only suggests three stocks - Dart, Standard Chartered and Air Partner. Nobody with any sense would run a portfolio of 3 stocks, particularly when 2 of them are very small companies. In addition, the writer has recently reviewed Dart and Air Partner and decided they were not stocks I would personally invest in, and whether you can believe the accounts of any bank is debatable so even the third one is perhaps questionable.
Maybe what we need is a "screen of screens" so we can get more in there rather like a "fund of funds" for all those of us who "sincerely want to be rich" (to quote Bernie Cornfeld). Stockopedia have already thought of that though as they do offer a screen of screens.
It’s likely of course that screens perform differently in different market conditions. So what worked this year may not work next. By repeating this exercise each year, we will hopefully see which screens are reliable and which are not. In summary this is useful data, and of course Stockopedia do offer you the ability to build your own screens so that you won’t be slavishly copying others.
It’s certainly worth looking at what the current highly rated screens are recommending, but some qualitative analysis on top is surely required (that is what made Warren Buffett a better investor than his teachers).
You can see the current performance of different Guru screens here: http://www.stockopedia.co.uk/screens/?sort=3month
Note that Ed Page-Croft of Stockopedia will be speaking at the ShareSoc Investor Day on Feb 26th for those who wish to learn more about screening (see www.sharesoc.org/ShareSoc_Investor_Day.pdf ).
Posted by ShareSoc at 09:10, January 10 2013.
RPI to remain unchanged
The National Statistician, Jill Matheson, has today announced that she is proposing only a very minor change to the Retail Price Index (RPI). This follows a public consultation on the issue of the increasing disparity between that and the CPI index. Although she concedes that the mathematical formula used to calculate RPI is no longer of the best international standard, she states it is important to maintain continuity of the index. To enable a better index to be available, she proposes an additional index to be known as RPIJ (for “Jevons”) be also published at the same time as RPI.
There is only one minor change to the RPI proposed which is in the measurement of private housing rents. ShareSoc supported this and it will not have a significant impact.
ShareSoc welcomes these conclusions so as to protect the interest of those who hold existing investment products that depend on RPI, and we are glad to see that this response is consistent with our response to the public consultation (www.sharesoc.org/ShareSoc_RPI_Consultation_Response.pdf).
Obviously the Government and private bodies may choose to issue new investment products such as index linked gilts or index linked savings certificates based on RPIJ in future, but investors will have the choice of whether to invest in them or not.
Posted by ShareSoc at 14:59, January 20 2013.
Don’t be a follower of fashion
There was a fascinating article by Chris Dillow in this week’s Investors Chronicle (IC). Now Mr Dillow is an economist and I don’t always find his items to be the most attention worthy. Like many economists and other social scientists, he tends to form no conclusions but gives predictions of the kind that say “if this happens, then based on past correlations, this might happen……but on the other hand this could conspire with other contrary interactions to give a different result”. However, his latest article is much more interesting.
It studies the performance of various “no thought” portfolios run by the IC over the last 5 years. Last year was at first sight peculiar in that the Momentum portfolio did particularly badly with a return of only 0.9%. Indeed the “Negative Momentum” portfolio returned 17.4% so if you had bet on “what comes down must go up” you would have done very well. As reported in a previous ShareSoc article, small caps did well at plus 26.0% as did “Value Stocks (high dividend yielders) at 27.4%.
Without necessarily accepting his analysis (you need to read the whole article to follow that), he says that “The evidence of the last three months points to markets being efficient, but the evidence of the past three years points to them being inefficient”. He explains this by pointing to academic research that explains this with a biological analogy. In effect the successful investment stratagems eventually get diluted because they are taken up by many so many followers, just as populations of animals chasing food sources eventually exhaust them.
So small caps were in favour in the 1980s, but returns subsequently fell, and are only now coming back into favour, or into “fashion” one might say. Likewise “momentum” was a favourite between 2007 and 2011, but has been counter-productive as an investment strategy more recently.
He concludes by saying that although biological and population cycles are predictable, unfortunately investment cycles are not, but you rarely get usable, simple conclusions from Chris Dillow. But my conclusion would be this: make sure you look at the financial fundamentals of a company, and the quality of the business rather than following investment fashion.
What did Warren Buffett have to say on this subject (as an investor he has obviously succeeded through many cycles)? He is reported as saying “The most important quality for an investor is temperament, not intellect… You need a temperament that neither derives great pleasure from being with the crowd or against the crowd”. That sums up the issue for me. So be very wary of “hot” investment sectors and the latest simplistic formulas for investment success, because the psychology of crowds tends to generate self-defeating enthusiasms.
Posted by ShareSoc at 20:13, January 21 2013.
Roger Lawson meets Tom Winnifrith
Tom Winnifrith, share tipster and active blogger, and Roger Lawson, ShareSoc Chairman, met last week and recorded a video interview. You can see it here: http://tomwinnifrith.com/articles/2284/the-aim-model-is-not-working-explosive-roger-lawson-of-sharesoc-interview on Tom’s blog or on the ShareSoc Members Network. For two opinionated people, it was a civilised event and well worth watching (apologies for the poor quality sound though).
Posted by ShareSoc at 10:01, January 22 2013.
False or no qualifications – Bumi et al
This morning NR Investments highlighted the fact that Nick Von Schirnding, the CEO of Bumi (LON:BUMI) , apparently had inaccuracies in his previously reported qualifications. After investigation and subsequent complaints by Nat Rothschild of NRI, the claim that Mr Von Schirnding had an accounting qualification has been removed from the Bumi web site, although it still says he holds a law degree.
This is of course just part of the on-going war between Mr Rothschild and other members of the board of Bumi which I won’t even attempt to explain in a short blog post.
But it reminds me that in practice the directors of public companies need no qualifications whatsoever, although they often like to pretend to have them. Running a public company is one of the few professions where no formal training is required at all. No legal knowledge is required about company law even though the legal obligations of directors are onerous and no training or qualifications in business management are necessary. Finance directors do not even need any accounting qualification. This of course was an issue in the banking crisis where it became apparent that many of the executive directors of banks had no banking qualifications, so the F.S.A. did tighten up on the approval of regulated persons in that sector. But in any other sector, anything goes.
Now I am not saying that the directors of large publicly listed companies are generally incompetent, and I would not want to inhibit anyone from starting a private company, but it would seem to me that this is an area where standards could be raised – particularly in smaller companies such as those on AIM.
Even in larger companies, when it comes to the recruitment of non-executive directors more reliance is placed on informal recruitment processes than actually focussing on the experience and qualifications of possible new directors and what they might bring to the board. This was highlighted in our recently published “Non-Executive Director Guidelines” (see www.sharesoc.org/Non_Execs_Code.pdf ).
Posted by ShareSoc at 09:40, January 23 2013.
Appointing a dictator - is Stobart an example?
In the age of the Roman Republic, if Rome faced a crisis, a “Dictator” who had absolute power was appointed. Democracy and the countervailing power of two Consuls was thrown out of the window on the grounds of expediency. Is this effectively what has happened at Stobart (LON:STOB) where Avril Palmer-Baunack has just been appointed Executive Chairman?
The current Chief Executive, Andrew Tinkler, said “To meet the challenges and opportunities within our strategy the board new believes it is appropriate that Stobart is headed by an executive chairman”.
Stobart’s profits have been falling in the last couple of years, and the share price similarly. The FT suggested that major shareholder Invesco had given the new Chairman a brief to break up the business which currently consists of a rag-bag of underperforming units. So perhaps some vigorous action was required with the appointment of a forceful person to carry it out.
An Executive Chairman does not have quite the power of a Roman Dictator, but there is another difference. Dictators were appointed generally for a limited period of time. In addition, they were appointed with the task of dealing with a specific matter (typically a war). Once the crisis was over, they stepped down. But when you have an Executive Chairman in a company, they tend to stick around for some time, as we saw with Stuart Rose at Marks & Spencer.
Although the Combined Code requires such appointments to be explained on the basis they are contrary to the Code provisions, such explanations are usually of a very generalised nature. Would it not be better to introduce a Code rule saying a time limit must be placed on their appointment and the objectives clearly defined?
Posted by ShareSoc at 10:51, January 25 2013.
Test of Proper Purpose at Red Rock
Yesterday I attended the High Court for an initial hearing in the case concerning Red Rock Resources (LON:RRR) and Gary Carp, one of the company’s shareholders. Mr Carp has requested a copy of the share register of the company, but the company has objected and taken the matter to court using the “proper purpose” provisions of the 2006 Companies Act.
ShareSoc has a great interest in this case as it might set unfortunate precedents. We regularly request copies of share registers so as to write to shareholders on matters of concern and it would be regrettable if this process got bogged down in expensive legal processes.
See www.sharesoc.org/press_releases.html for a press release we have issued on this case and we will certainly be reporting on the full hearing in due course.
Posted by ShareSoc at 10:00, January 27 2013.
Healthcare Locums and Geong International
A big share price faller last week was Healthcare Locums (LON:HLO) – down 73%. This was a company ShareSoc covered extensively in early 2011 when there were allegations of false accounting, the CEO Kate Bleasdale was forced to resign, the shares were suspended and there was subsequently a dilutive share placing. At one time the share price of this company was over 280p but it’s now 0.63p valuing the whole company at less than £1 million.
The latest news is all bad. The company reports “trading has continued to be difficult”, more funding is required and the company “is in constructive discussions with its banking partners regarding resetting the covenants for 2013”. In addition the law suits related to past events are still on-going with Ms Bleasdale pursuing an appeal and US litigation from a former investor.
Another company we reported on in early 2011 (in our April newsletter) was GEONG International (LON:GNG) , a Chinese IT company who presented at a Mello dinner. Our report was not particularly positive and the price of the shares then was 33p – it was mentioned that it looked “very cheap” on fundamentals but there were a lot of questions about cash flows. Sales and profits fell in 2012 and the share price now is 4.9p.
The price fell 30% last week on the latest bad news that the company had defaulted on dividend payments on its CULS (loan stock) due to problems in getting approval from state authorities to make the necessary foreign exchange transfers, although the company suggested this was simply a delay. As a result the holder of the CULS had demanded immediate repayment of the loans. The company said it had the funds to do so, but again authorisation would be delayed.
Comment: sometimes simple financial metrics suggest a company is good value, but if you don’t understand the underlying business, what risks the company is running and the cash flows of the business, it is very easy to be misled. In many such cases, the share price is only one side of the story.
Posted by ShareSoc at 11:40, January 28 2013.
Brightside Group – Should you vote for the share buy-back authority?
Brightside (LON:BRT) , an insurance broker, was profiled in one of the recent ShareSoc Informer Newsletters. It was noted in that article that former CEO, Aaron Banks, held 12% of the company’s shares at that time and was a likely seller. The company has now called an EGM to obtain authority to buy back up to 10% of its shares. Many companies have such authorities in place as a matter of course, although the author of this piece tends to regularly vote against them at AGMs.
The reason for putting this buy-back authority in place is, according to the circular for the EGM, to avoid small share sales having a “disproportionate” impact on the share price as a result of the general lack of liquidity in the company’s shares. They also say it will allow market makers to “stabilise” the company’s share price and will increase earnings per share. The last point is undoubtedly true but the concern of shareholders is surely that a lot of the company’s cash could be used in taking out Mr Banks (and his wife who is also apparently a current seller).
I spoke to the Finance Director, Paul Chase-Gardner, on this issue and suggested it would be surely better if one or more institution could be identified who were willing to take over Mr Banks stake. He said they were looking at this, but there were other smaller sellers who could affect the market price and having the buy-back authority would enable the company to wrap those up and make them available to institutions.
Of course it may not be obvious who is selling and why, but from the share price performance it does tend to appear that whenever the share price perks up, significant selling takes place. My conclusion is that the proposed buy-back authority is no more in the interest of shareholders in this company than it ever is. Using the company’s cash to buy out one or more shareholders (and we don’t know who they might be) is surely not a good idea when shareholders might prefer the company to use the cash for other purposes – such as developing the business or returning it more widely to shareholders via dividends or tender offers. The market liquidity issue does not appear to be a major problem in this company in comparison with other AIM companies – there are reasonable volumes most days. The issue is surely that there is a persistent, large seller.
But other shareholders may take a different view on the wisdom of granting this authority and should vote accordingly.
Posted by ShareSoc at 16:42, January 30 2013.
Shareholder voting across Europe – what a mess!
Eurofinuse have recently published a report entitled “Barriers to Shareholders Engagement – Report on Cross Border Voting”. Reading it tells you exactly how dysfunctional the current “system” is which is supposed to ensure shareholder control of companies. Eurofinuse (previously known as EuroInvestors) is a pan-European body representing investor groups – ShareSoc is one of its members.
To claim that shareholder voting systems have been “designed” would be a misnomer. In reality they have grown up out of archaic paper systems with different approaches (sometimes multiple ones) in different countries. These are not “legacy” IT system, but methods from a bygone age that have been “institutionalised” by similarly archaic IT architectures with some paper remaining. They are in essence anachronistic and trying to improve them by more EU legislation, which seems to be the preference of the EU Commission, beggars belief.
Let me give you a few examples from the report:
Not that the UK system is any better of course with the nominee system generally obstructing voting and attendance by most individual shareholders. Even institutional holders often have problems with the complex systems that link their custodians to the issuers.
It’s not just difficulties with attendance and voting that are covered in the report, but difficulties of access (you may be locked out of an AGM after 5 minutes if you don’t arrive on time), language problems, different rights to ask questions or speak at meetings and votes not being reported until later if at all (a UK problem).
If you really want to read all the absurd complexities that have arisen (not that you will probably understand them completely) you can find the report here (from the German shareholders association site): www.dsw-info.de/Barriers-to-Shareholder-Engage.1888.0.html
What is so complex about recording the beneficial ownership of property (which is what shares are)? It should not be in the modern digital era, but as usual in the financial world the intermediaries have historically developed it for their own purposes and have obstructed simplification.
COME ON DISINTERMEDIATION should surely be a rallying cry for all investors.
Posted by ShareSoc at 09:54, January 31 2013.
Sir Michael Rake steps down from EasyJet
Sir Michael Rake has decided to step down as a director and Chairman of EasyJet this summer according to an announcement by the company. He was widely criticised for the number of other directorships he held including Chairman of BT Group and Deputy Chairman of Barclays. ShareSoc issued a press release in July 2012 suggesting shareholders should vote in favour of his removal at the EGM held in August (requisitioned by company founder Stelios Haji-Ioannou) and he only narrowly survived that vote – see www.sharesoc.org/ShareSoc_Press030%20EasyJetEGM2012.pdf .
Subsequently we have issued guidelines for Non-Executive Directors which recommend no more than 4 to 5 roles which Sir Michael would certainly breach bearing in mind the onerous responsibilities he has in two very large FTSE-100 companies and all his other roles. See www.sharesoc.org/Non_Execs_Code.pdf (now available in hard copy also).
It’s also worth noting that other countries are introducing limits on the number of public company directorships that can be held – for example Malaysia has just introduced a limit of 5 in their corporate governance guide. Is it not high time the UK introduced a similar limit in the UK code?
But Sir Michael is still standing for re-election at the February AGM and shareholders may no doubt choose to vote the same way as last time on that issue.
In reply to ShareSoc, post #239
Good post! These sort of macro issues may not be particular "crowd-pleasers" for Sharesoc to focus on - but they are important issues in a pan-European world. this seems to be one area in which the EEC could usefully try to get an agreement on acceptable practises, so that we might get some genuine common market in European share trading and shareholder rights.
Of course the legacy issues are enormous - but the EEC should bang heads together and set out a proper blueprint for change (not merely follow the path of least resistance by kow-towing to legacy issues in one country or another). The technology now exists to radically simplify processes - and Governments across Europe should be forcing it to happen.
By the way,.........if it doesn't make some progress on these matters, your Eurofinuse organisation should replace the first three letters of its name with an "N" ;-)
Posted by ShareSoc at 10:01, February 1 2013.
Intercede Profit Warning
This morning, Intercede (LON:IGP) issued a profit warning. It said “Intercede’s revenues are likely to remain at a level similar to last year. Given the extent of our planned investment in organic growth, this would result in an operating loss for the year.”
This is an about face from the position suggested in their Interim Report last November but it seems that the “buying behaviour” of US Government departments and their associated defence contractors have been affected by the uncertainties surrounding the US Federal Budget. As a result some expected new orders are likely to be deferred. The share price fell 15p to under 60p in early morning trading as a result.
Comment: This announcement indicates that the year ending March 2013 is likely to be the third year of basically static revenues with profits disappearing over that period. Shareholders are understandably likely to be disappointed with the lack of progress bearing in mind the positive demand for the company’s products often forecast by Executive Chairman Richard Parris. It reinforces the point we have made in the past that this company really does need a Non-Executive Chairman. It does not seem to have the ability to turn great technology into a consistently profitable business and some independent view on what it is doing might not just improve corporate governance at this company but identify where it is going wrong.
More details of our past campaign on this company and the “Shareholder Action Group” we have formed are present here: www.sharesoc.org/campaigns2.html
Posted by ShareSoc at 08:43, February 4 2013.
Victoria Contract and EGM
Late on Friday 1st February , Victoria (LON:VCP) announced a General Meeting to consider a contract with Geoff Wilding, the Executive Chairman. He was appointed after a big battle for control of the company and it was made clear to shareholders that if the new board was elected, an aggressive incentive arrangement would be put in place for Mr Wilding where a significant proportion of any uplift in value obtained by shareholders would be paid to him. Indeed the nature, extent and generosity of the incentive scheme was one of the key issues in dispute. But shareholders now have it spelled out and are being given the opportunity to vote on it, as previously promised.
It’s a rather peculiar arrangement in that it’s structured as a “contract for difference” rather than a normal bonus or LTIP arrangement. If Mr Wilding achieves what is hoped for then he will receive very substantial cash sums. If he does not then he might actually have to pay the company some money. The company believes that such an arrangement will be outside the scope of income tax under PAYE and national insurance, although I suspect HMRC may take rather a dim view of this. But Mr Wilding is indemnifying the company for any possible liability as a result.
A Complex Contract
The technical details of the contract are quite complex, but in summary the arrangement is only really valuable to Mr Wilding if the company returns at least £3.00 per share to shareholders within the next two years. Bearing in mind that the share price at the time of writing is only £2.03 per share, and share buy backs are excluded from the calculation, this is obviously quite a tough target that should please shareholders. But that target does include any cash or other considerations from selling parts or all of the company, or winding it up.
If that first hurdle is achieved, then thereafter the incentive arrangements really kick in. The circular gives two examples of what the payments might be. The current market capitalisation of the company is £14.2m but if the total value achieved for shareholders (cash returned plus market cap) reaches £23.1m then Mr Wilding receives £1.03m. In other words, he gets 11% of the uplift.
If the total value achieved is £31.5m then Mr Wilding would receive £5.2m, i.e. he receives 30% of the uplift. This might be perceived as very generous of course (and the actual figure could be even higher if returns are higher), but shareholders would no doubt be enormously pleased to obtain the equivalent of about 450p per share within the next 5 years (which is the maximum duration of the contract although it can be closed out earlier). Note that the really high level of returns to Mr Wilding only occur when the total value achieved for shareholders exceeds £4 per share.
It is mentioned that Alexander Anton, one of the non-executive directors and instigator of the revolution “may benefit under the Contract by a personal arrangement with Mr Wilding” so he may have to pass on some of these returns. Again this is a somewhat unusual arrangement and obviously makes Mr Anton “non independent”. There is only one independent non-executive director now at the company who has recommended these proposals to shareholders and taken advice on them from the company’s advisors.
If Mr Wilding does not achieve an increase in the total shareholder value then he may need to pay up to £100,000 to the company (the contract can be closed out by him if the liability exceeds that). This is obviously a fairly nominal amount in essence, particularly if he is being remunerated as an executive director in other ways during the period concerned – see questions below. In addition Mr Wilding has to pay £20,000 to the company on signing the contract – again a fairly nominal amount.
Questions
There are a number of questions shareholders might ask, which include:
1. What other remuneration is Mr Wilding receiving as an Executive Director? This information is necessary (but is not declared in the Circular) to understand whether this is a one-way bet or not. However I understand that Mr Wilding will only receive the same director’s fees as the previous Chairman and no other remuneration. One of the big cost savings from the management changes is the saving in high levels of board remuneration.
2. How is Mr Wilding going to achieve the returns to shareholders? Some shareholders may not worry about this, but others might. The circular suggests the company’s strategy is to pursue growth in both the UK and Australia, improve productivity, dispose of non-core assets and improve working capital management. One might be sceptical that the required cash returns to shareholders necessary within the next 2 years can be achieved without substantial disposals, given the current position of the business and the difficult carpet market in both countries, but Mr Wilding says that it is possible without major divestments.
Comments
ShareSoc would normally not be happy with such an aggressive incentive arrangement, particularly as the ultimate return to the beneficiary is in cash rather than shares. But it is in essence a relatively straightforward contact and clearly aligns Mr Wilding’s interests to those of shareholders. In addition, this company is surely in some difficulties, as it has been for many years with poor returns to shareholders of late. If Mr Wilding manages to achieve substantial returns to both himself and shareholders under this contract, then shareholders might be very happy indeed. Achieving such returns is not going to be easy so ample rewards might well be due. Indeed obtaining the very large returns mentioned above (the second example in the circular) seems likely to be both very difficult and unlikely.
But shareholders who opposed the change of control might well oppose this contract, and the peculiar aspects of it so any simple recommendation to vote for or against by ShareSoc would be inappropriate. I can only say that the author of this note will be voting for this proposal in respect of the few shares he holds in this company, simply because having reached this point, and based on past shareholder votes, I think there is little reason to object and there are many positive aspects to this proposal.
Posted by ShareSoc at 08:06, February 6 2013.
Insolvency Report from Commons Select Committee covering Pre-Packs
This morning a report was published by a Common Select Committee on the Insolvency Service. One of the subjects it covers is that of Pre-Pack Administrations which are of grave concern to many people, and which ShareSoc has severely criticised in the past (our written submission to the Committee is contained in their report if you care to read it). Although many such Administrations are in smaller, unquoted companies (such as the case of “A Suit That Fits” which was covered in the Financial Times yesterday), there have been a number in larger public companies.
As the report indicates, some 25% of the 2,800 companies that went into administration in 2011 did so via a pre-pack, and that nearly 80% of the pre-pack sales were to connected parties. Surely a good indication of the level of abuse that occurs, epitomised by “phoenix” companies?
Reform of Pre-Packs has been considered by the Insolvency Service and the relevant Minister in the past, but effectively little has been done in reality, with only minor changes to the SIP16 rules under which they operate. You can read some of the arguments for and against pre-packs in the Select Committee Report – in essence bankers, accountants and insolvency practitioners like them, but everyone else hates them, particularly the creditors of a company, the minority shareholders and the competitors of the insolvent business. The latter complain that unviable businesses are allowed to resume trading, creating unfair price competition and promoting a false market for their goods. Indeed shareholders in public companies can see some impact of the latter problem - for example Carpetright affected by repeated administrations of Allied Carpets.
Even SIP16 (Statement of Insolvency Practice 16), which is supposed to be followed by insolvency practitioners, is often ignored. The report says 32% of such cases that were reviewed were “not fully compliant”. Abuses not just arise from the basic defects in the system, but are even more widespread due to non-compliance with what rules there are about how they should operate. In addition a number of witnesses to the inquiry by this Committee suggested the penalties for non-compliance were inadequate, as indeed they are. Only 6 insolvency practitioners have been fined since 2010, and the maximum fine was £2,500.
The Committee has suggested that the Insolvency Service needs to impose stronger penalties and use tougher enforcement measures. In addition they recommend changes to its monitoring processes and guidance.
In addition, they suggest measures to reduce the number of Pre-Packs, many of which are caused by threats of suppliers holding a company to ransom when a company is in difficulties. The Committee recommends the Department undertake a consultation as a matter of urgency on the rules relating to continuation of supply.
The Committee also recommends the Department and the Insolvency Service “commission research to renew the evidential basis for pre-pack administrations”.
Comment: A disappointing response to the problem of pre-packs, which repeats the excuses we have seen so often before from the Government and the Insolvency Service. Tightening up compliance will be unlikely to have much impact, particularly as those affected rarely take up complaints against insolvency practitioners. Even if they knew who to complain to, which they often don’t, they have little incentive to spend time on the matter as they will not gain compensation as a result.
Likewise, it seems totally unrealistic to expect that suppliers can somehow be forced to continue supplying goods or services to companies they suspect are about to go bust.
The only good aspect is that further research might be undertaken so that the real impact of Pre-Packs can be understood.
In summary, Pre-Packs will continue as will the abusive practices associated with them so investors and creditors of companies are reminded to take great who they trust when dealing with companies in financial difficulties.