Northern 2 VCT AGM Report – Far From Perfect

I attended the Annual General Meeting of Northern 2 VCT (NTV) today (10/8/2022). This is a Venture Capital Trust with a decent long-term performance but last year the total return was only 0.8% after a very good prior year.

I made some negative comments two years ago about how the AGM at this company was run – I called it “totally undemocratic”, and that didn’t really change this year. This was a “hybrid” AGM in that there were a few shareholders in attendance in person but I attended via Zoom. That did allow me to ask questions but not to vote on-line which had to be done in advance.

I’ll give some very brief notes on the meeting:

There was a presentation by Peter Dines from the fund manager (now Mercia). He said net assets fell last year partly due to the fall in the share price of Music Magpie. This was put down to a reduction in the forecast margin. But note they made a large gain on that stock when it listed on AIM in an IPO. However from reading a popular blog, there seems to be some doubt about the quality of this business which more likely contributed to the 75% fall in the share price. Mr Dines covered new investments which are mainly in the software/electronic sector and also covered the exits.

The Chairman, David Gavells, then covered the pre-submitted questions. I actually specifically asked for a justification of the reappointment of F.Neale who has been on the board since 1999 and can therefore no longer be considered to be independent. This is a breach of the UK Corporate Governance Code. Mr Gavells did not answer my specific question at this point but did waffle on about board succession.

There were a few other questions pre-submitted and from those physically present, but none of great consequence.

As my pre-submitted question was not specifically answered I put it in again via the Zoom Q&A function. Mr Gavells claimed he did not waffle but just reiterated that there will be continuing changes to the board but there was no specific commitment to replace Mr Neale.  However he did get 439,000 votes against his reappointment on the proxy figures.

All the resolutions were passed on a show of hands vote of those physically present – no on-line votes permitted. This is very unsatisfactory. If a hybrid AGM is run then votes should be taken on a poll as few people are likely to be physically present.

Altogether not a particularly useful meeting with no discussion of the overall issues faced by VCTs and I suggest more thought should have been given to how a hybrid AGM is run. It is also very easy for Chairmen to duck answering specific questions in such a format.

Roger Lawson (Twitter:  )

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Gore Street Energy Fund Dividend Waiver and Directors’ Jobs

At the forthcoming Annual General Meeting of Gore Street Energy Storage Fund (GSF) in addition to the usual resolutions shareholders are asked to approve a “whitewash” of the illegal past payments of dividends (`resolution 15). This regularly happens when a company fails to file a statement of distributable reserves at Companies House showing it has sufficient reserves to cover the dividend. It seems to happen about once per year to my holdings for example. In fact it happens so often that one would have thought the company directors and auditors would be careful to check that issue before the dividend is approved.

It is interesting to note the number of jobs or roles that the directors have in this company. The Chairman Patrick Cox seems to have a multitude of appointments – too many to be detailed in fact. Likewise Caroline Banksy, who chairs the Audit Committee has 5 directorships and the other directors are not short of positions either.

Personally I think the work involved in being a director or a public company means that it is difficult to do the job properly if someone has more than 3 or 4 such commitments. Maybe that is why the issue of the dividend payment was overlooked.

There is no reason to vote against resolution 15 but I think shareholders should consider whether they should vote “FOR” all the directors.

Roger Lawson (Twitter:  )

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Bad News from the Bank of England and Tips to Avoid the Worse

I watched Andrew Bailey, Governor of the Bank of England, present the bad news yesterday about the economy. Inflation is likely to rise to 13% and he is forecasting the economy will soon be in recession, with household incomes falling over the next year. With inflation being driven by the war in Ukraine affecting energy prices the Monetary Policy Committee has decided to increase Bank Rate by 0.5 percentage points to 1.75% to try and get back to the target of 2% inflation.

With mortgage rates rising and the cost of living rising while there will be downward pressure on wages relative to costs most people are going to be poorer over the next year. There may not be a recovery until 2024.

What was the impact of this gloom on the stock market? Very little in essence. The main UK market indices actually rose yesterday as did my personal portfolio. Perhaps because the bank interest rate rise had been widely forecast and it’s still at a historically low rate. Sales of consumer durables, furniture and carpets – big ticket items for which purchases can often be postponed – will surely fall but the share price of companies selling those products have already fallen over the past few weeks.

The UK stock market is of course dominated by companies with revenue and profits mainly arising overseas while banks will tend to benefit from higher base rates and energy companies are making hay from the high prices of oil and gas.

The conclusion for investors is if you have spare cash on deposit don’t leave it there because its value will shrink. Give it away or spend it on home improvements as we will be doing – particularly to cut your energy consumption. If you do want to put some into the stock market, go for companies who have indexed linked revenue (such as some property companies and alternative energy investment companies) or who have pricing power (i.e. can raise their prices without losing volume). Avoid investing in fixed interest securities such as Government bonds who are benefiting from the erosion of their debts.

Here’s a tip for business owners I learned from past recessions. If you are faced with a loss of revenue in a recession, you should be raising prices not lowering them, i.e. don’t react like your competitors might do to try and win more business. With less revenue and the same overheads you need to raise prices not lower them so avoid following the herd.

As regards giving money away, it is worth bearing in mind the potential Inheritance Tax liability. There was a very useful article in Investor’s Chronicle headlined “What does HMRC mean by gifts from surplus income?” a couple of weeks ago. Gifts from surplus income are exempt from IHT and the IC article explained the rules that apply.

It’s worth doing it regularly but you need to keep a record of all income and expenditure and tot it up at the end of each tax year to ensure you keep within the limit if you are giving money to offspring. I have been recording all personal income and expenses for the last 50 years, now in a spreadsheet, so I have the data readily to hand. This might seem rather manic to some people but even John D. Rockefeller, probably the richest person of all time and certainly in the 1920s, used to record all his personal expenditure, even tips to taxi drivers, in a notebook according to a biography I read.

Gifts to spouses or charities are exempt from IHT of course.

Let us hope the Bank of England is no more accurate in its economic forecasts than it usually is but it’s certainly been looking incompetent at controlling inflation of late. My view is that printing money to keep the economy afloat and protect the NHS during the pandemic was the cause of the inflation compounded by the impact of the imported energy costs.

The lack of a UK energy policy to keep the lights on and gas flowing has been a big cause of our difficulties. Lack of investment in nuclear energy plus restrictions on fracking and new gas exploration due to a rush to achieve net zero carbon have been very damaging.

For more details on the gloomy bank forecasts see:

Roger Lawson (Twitter:  )

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Victoria Hit by an Iceberg – A Peculiar Tale

Flooring distributor Victoria (VCP) has been the subject of a shorting attack by Iceberg Research. Their report which you can easily find on the web was published on August 3rd (yesterday) but the share price actually rose yesterday and is rising today even though a well-known blogger mentioned it.

I have an interest in this company having held a few shares historically which were almost all sold in 2021 – currently down to 50 shares worth all of £170 – and I commented on their last results webinar.

As with all shorting attacks, the Iceberg note covers a number of issues but the main complaints are: a) Companies claimed to be acquired were in fact already subsidiaries and changed their names to conceal this (it is unclear what assets were actually acquired and from whom); b)  Executive Chairman Geoff Wilding was previously involved with two companies that failed; c) Victoria inventory levels have been rising and may have to be written down (their inventory levels are higher than peers); d) debt is rising and free cash flow was negative over the last 10 years.

The company has not yet responded but I hope they do so as it should be easy to rebut these allegations if untrue or if published information is being misinterpreted as may be the case.

I am not even going to attempt to differentiate fact from fiction until more information is disclosed which may not be soon in the mid-August holiday season.    

Roger Lawson (Twitter:  )

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Austin Review of Capital Raising and Dematerialisation

It’s the mid-summer doldrums in the stock market and with investors having more time on their hands, what better time to issue a 265 page document entitled “UK Secondary Capital Raising Review” (see link below). This document covers a number of very important issues to investors after a review by Mark Austin as Chair of a committee that has looked at the way the UK stock market operates in certain areas. I will only cover some of the key points below because it is a long and complex technical document but Mr Austin has done a fine job in bringing out the key issues in his report to the Chancellor:

  • He spells it out early on in these sentences: “…….we as a market need to be bold and brave in our thinking. We need to look at our existing rules and practices with a fresh set of eyes and a blank sheet of paper, and ask ourselves with a bottom-up rather than top-down approach – what is the right regime for us as a market for the next decade and beyond? …….That requires bold thinking and potentially addressing vested interests that have organically (and understandably) grown up in the past couple of decades due to how the system currently operates – and that may have made our capital markets fit for purpose in the past couple of decades but will not necessarily make it fit for purpose in the coming two decades”.
  • Secondary capital raising is one area he looks at in detail. He says: “There are many – sometimes competing and overlapping – structures, views and guidelines that create a complex architecture. Practice has built up over many years. It is, for want of a better phrase, an area that is very ‘whack-a-mole’ in nature, in that when one issue is addressed, it often causes another that needs to be addressed to pop out elsewhere – usually for a different set of stakeholders”. Retail investors are ill-served by existing practices and have been missing out on placings for example. Mr Ausin says, and quite rightly, that “As much of a company’s existing shareholder register as possible – including, importantly, retail investors – should be able to participate in any capital raising in a timely way, whatever its structure. Again, technology and digitisation have a key role to play here”.
  • Pre-emption rights are important to shareholders to avoid dilution but the rules on what is allowable are not defined in law but are promoted by a “Pre-emption Group” – in essence a club of city grandees. The Austin Review suggests it should be put on a more formal basis which is surely sound policy. The Review also covers the use of “Cash Box” transactions to get around the current legal limits on share issuance which should surely be outlawed and is one option suggested in the Review.
  • One matter discussed is the complexity and delays that occur when a rights issue or open offer is chosen as the fund-raising method. This discourages their use and the reliance instead on placings to expedite matters and reduce costs which prejudice private shareholders and smaller institutions. The key problem is the lack of a complete digital register of shareholders (including beneficial owners who hold shares in nominee accounts). That frustrates rapid communication with investors. Where a general meeting to vote on a proposal is required this currently requires 14 or 21 days notice to shareholders but the proposal is to reduce that to 7 days – an impractical objective unless electronic communication is possible. That will certainly assist rapid fund raisings which are sometimes required but it might also obstruct the ability of shareholders to communicate their concerns to other shareholders in time to oppose a vote. I suggest this requires more consideration.
  • The Review spells out the key priority in this sentence: “Raise the priority of an ambitious ‘drive to digitisation’ to facilitate innovation, stewardship and improved market infrastructure, which is actioned by a Digitisation Task Force with an independent chair and a clear set of principles to be followed”.
  • That will include “the eradication of paper share certificates and that “– it should seek to ensure that rights attaching to shares flow to end investors quickly and clearly and that investors are able to exercise those rights efficiently”. That is currently obstructed by the prevalent nominee system and the obstruction of some nominee operators (stockbrokers and platforms).
  • I have of course written extensively on the issue of dematerialisation and the use of nominees extensively in the past – in fact for more than 15 years with little action on the issue being decided. It is well overdue! ShareSoc has run a campaign on this issue where you can see the issues explained – see . There needs to be a “bottom-up” reform of the ways share are held and transactions recorded as the Review suggests. The current system is way too complicated and needs reform to improve shareholder democracy and market efficiency. Dematerialisation of all shares in public companies is a given requirement and all shareholders should be on the share register so that issuers (public companies) know who their investors are and can communicate with them quickly and easily. That is also a requirement for improved shareholder democracy.  

In conclusion, the Austin Review is a well-researched report and is essential reading to anyone who invests in the stock market. It includes detail reviews of how other international markets such as Australia operate. Let us hope that its recommendations are followed through with some urgency.  For retail investors the proposals should be welcomed not feared.

Austin Review:

Roger Lawson (Twitter:  )

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Prospectus Publishers off the Hook

The Government has published how it proposes to reform the Prospectus Regime. Among the welcome changes are the ability to omit a prospectus when shares are being issued to those who already hold equity securities in the offering company, subject to certain conditions, including that the offer is made pro-rata to a person’s existing holding.

The need for a prospectus introduced a costly barrier to the issue of shares via a rights issue and prejudiced private investors. It was always rather daft that those who already held the shares were assumed to know nothing about the company in which they held shares and required to be informed in detail about it. In general the proposed new prospectus rules are a welcome simplification. See link below for the details.

However the liability to investors for a false or misleading prospectus will remain but the following paragraph gives cause for concern.

“Para 14. While retaining the existing statutory remedy for false, misleading or omitted information, the government intends to raise the threshold for liability that applies to certain categories of forward-looking information in prospectuses. This will ensure that a person responsible for the preparation of a prospectus is liable to pay compensation only if: a) that person knew the statement to be untrue or misleading; b) was reckless as to whether it was untrue or misleading; or c) in the case of an omission, if that person knew the omission to be a dishonest concealment of a material fact.”

It has proved to be legally difficult to make liability for omissions from a prospectus stick – for example in the Lloyds/HBOS case. The above paragraph will require litigators to penetrate the minds of the directors and publishers of a prospectus and prove they knew that they were misleading investors – an impossible task.

This is not a helpful change at all.

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GB Group AGM

Today (28/07/2022) I attended the Annual General Meeting of GB Group (GBG) via the Lumi online platform. This worked well as one could both submit questions and vote via the platform. It appeared there were few attendees either physically or on-line as I was the only person who submitted any questions.

I asked why not all directors were up for re-election which is now considered best practice. The answer from the Company Secretary was that this was not a requirement for AIM companies. But that’s a very poor answer.

Secondly I asked about the performance targets for the new Performance Share Plan (PSP) that replaces the previous Annual Bonus and Share Matching Plan. The answer given by Natalie Gammon was they had worked with remuneration consultants to devise the PSP scheme and that it was based 75% on EPS and 25% on TSR. I still don’t like it and consider the change a retrograde move. It awards nil-cost options if performance targets are met. I would have liked to be able to vote against the reappointment of Natalie but all I could do was vote against the PSP and Remuneration resolutions and against the Chairman.

One problem with the Lumi platform is that you can submit questions in writing but there is no easy way to follow up the answers, i.e. there is no interaction as in a physical meeting.

Other than dealing with my questions in a perfunctory manner, the meeting only consisted in the Chairman reading out the statement issued in the morning on an RNS – I will not repeat it here. The meeting was therefore over in 10 minutes. Not a very useful meeting in essence.

GB Group is focussed on digital identity checking and fraud prevention. Coincidentally today I received an email (delayed as it ended up in a spam folder) that advised me that all my personal information provided as part of a VCT subscription application had potentially been accessed illegally via a company providing a service to Albion Capital. Is it not really annoying when one takes great care not to have such information available publicly to find that it has been leaked? I hope that I do not have to change my email address yet again. But it certainly emphasises how important an identity verification service now is.

Roger Lawson (Twitter:  )

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TR Property and Telecom Plus AGMs

Today (26/07/2022) there were two Annual General Meetings for companies in which I hold shares – TR Property Investment Trust (TRY) and Telecom Plus (TEP), both of which are long-standing holdings. I didn’t manage to attend either physically because I had an appointment at Guy’s Hospital in the morning.

However I did manage to log in to watch most of the TRY meeting including the manager’s presentation by Marcus Phayre-Mudge which was very interesting. I’ll only cover a few points as you should be able to watch a recording via the company’s web site.

This was a hybrid meeting in the sense you could attend both physically or on-line but voting was done on a poll and questions had to be submitted in advance unless you attended physically. This is not an unreasonable compromise in my view. Combining a show of hands vote with an on-line vote is obviously very complex so for bigger companies it is not an unreasonable solution in my view.

Marcus reported that TRY NAV Total Return was up 21.4% last year (to March 2022) but it’s way down since then. There was a question to the board re the dividend not being covered by earnings – they have used some of the revenue reserves in the last two years to maintain and increase the dividend but expect coverage will improve in future. Do I have any concerns about this? No is the answer.

The cost of debt is rising and some holdings have been taken out by public to private deals – some at a premium. People are returning to work in offices in most major European cities due to relatively short commuting times, unlike in London. There is macro uncertainty at present which is affecting the property market.

There was an interesting discussion on the housing market in Germany where TRY is overweight and where there is some clamour for rental controls particularly in Berlin. With Germany facing economic problems from the disruption to gas supplies because of the war in Ukraine, it is worth listening to Marcus’s session for that alone.

The current discount to NAV is less than 2% so I think there may be better bets if you wish to invest in property trusts. For example Schroder REIT (SREI) is on 32%. But TRY has certainly been well managed over the last few years.

The other AGM I missed was Telecom Plus which was also run as a hybrid meeting. There was a resolution put to the meeting to revise the articles of the company so as to permit the company to hold wholly virtual meetings. The notice said “These changes are being introduced to provide the board with greater flexibility to align with technological advances and evolving best practice, particularly in light of the Covid pandemic….”. I voted to support the change but 45% of shareholders voted against it. Clearly there is strong opposition to holding a virtual only meeting and quite rightly. I hope that companies will not drop physical meetings altogether as they provide for much better engagement with shareholders. Telecom Plus need to take note of the vote.

Virtual meetings do save a lot of time, so long as the technology works well. Interesting to discover today that Guy’s Hospital IT systems had been down for the last week after their servers were fried in the heatwave last week. As a former IT manager I find it both astonishing and concerning that they had not a better back-up and recovery system for such a critical organisation. It’s just another example of how the NHS is not as competent as it should be, which is getting lots of media coverage of late.

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Abcam to Delist from AIM and Victoria Webinar

Biotechnology company Abcam (ABC) is one of the largest AIM listed companies (market cap £2.7 billion). Yesterday (20/7/2022) they included in a trading update a statement that they are planning to cancel the admission of their shares on AIM. They previously moved to list their shares also on Nasdaq so they are currently dual-listed. This means they have already lost the IHT tax advantage of most AIM shares which qualify for Business Property Relief.

The move to Nasdaq was no doubt made in the anticipation that the valuation of the company might be higher and to attract more US investors. It did not obviously have an impact. They now say the latest move is to improve liquidity. But it will prove a great inconvenience to UK investors.

The board of the company does not seem to realise that there are good reasons why Abcam does not look attractive to investors. The financial profile of the company has been declining in recent years. Reported EPS has declined and ROCE is now down to 3%. Only adjusted EPS has held up due to adjustments which comprise everything the company wants to ignore such as “systems and process improvement costs” and “integration and reorganisation costs”.

How will removing one listing venue help liquidity? I do not understand. If the company proceeds with the delisting from AIM I will be selling my shares and I have already been reducing my holding after losing confidence in the current Chairman.

We should get a vote on this proposal so I hope shareholders will vote it down.

Another event yesterday was a Results Webinar for flooring manufacturer and distributor Victoria (VCP). Geoff Wilding took over as Executive Chairman of this company ten years ago after a revolution and turned around what was a moribund business into a great success. After a number of acquisitions the company claims that £1 invested in VCP on the day Geoff was appointed Chairman would today be worth £24.57 (with dividends reinvested).

After backing Geoff in his appointment I bought a few shares but I did not do as well as that claim might suggest because I never held a large number of shares and am now down to a nominal number. I became concerned about the high debt (net debt now £406 million ignoring leases which actually rose on these latest numbers which were otherwise good – revenue up 54% and adjusted eps up 38%). Understanding the business after several acquisitions is not easy and the preference shares issued to Koch complicate matters although operationally it seems to be well managed. The webinar helped to explain matters and there was useful discussion on the results by Paul Scott et al on Stockopedia yesterday.

Numerous acquisitions always lead to difficulty in understanding the true financial position of a company. I am currently reading the book “Engines that move markets” by Alasdair Nairn and he is particularly good on the history of internet companies. He has this to say about AOL: “AOL’s chequered financial history is readily apparent. In the early days, analysing the accounts required constant to-ing and fro-ing between different years in an effort to separate the operating results from other items such as acquisitions/ disposals, financing and changes to accounting treatment. In many ways analysing AOL was the same as trying to analyse the acquisitive conglomerates of the 1970s and 1980s. The business never appeared to be in a ‘steady state’, making it difficult to estimate future operating margins and rates of subscriber growth. Some analysts argued that the changing nature of the business made this analysis fruitless, but such an argument was spurious. For any investor buying something, the more information that can be gained about the ‘substance’ of the something that is being bought the better. Sadly, for Time Warner, this did not appear to be a principle that was followed”.

The merger of AOL and Time Warner subsequently turned out to be one the biggest mistakes ever made in US corporate history.

Numerous acquisitions certainly complicate any investors understanding of a business and in addition acquisitions can be risky. On some measures Victoria currently looks cheap but you need to have confidence that Geoff Wilding will continue to manage the risks well.

Note that the Victoria webinar was hosted by the Investor Meet Company platform which is a good service and where you can no doubt find a recording.

Roger Lawson (Twitter:  )

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Chocolat Melting, Fevertree Losing Fizz, Paypoint Results and PM Choice

The share price of Hotel Chocolat (HOTC) collapsed yesterday after posting a trading update. It was not that chocolate sales had fallen in the heat wave as one might expect. The temperature nudged 40 degrees C in the leafy Chislehurst suburbs yesterday and I cancelled a trip into the City which was probably a wise move.

HOTC said “While the Board anticipates underlying FY22 profit before tax will be in line with market consensus, statutory reported profit for FY22 is
expected to be a loss, being affected by the outcomes of an internal business review, predominantly as a result of non-cash impairment provisions and costs arising from discontinued activities including the closure of retail stores in the USA”. It’s a loss however you look at it.

The share price of HOTC peaked at about 530p last November and it’s now about 130p. Investors who signed up for the placing at 355p last July must be kicking themselves.

I must admit to a certain scepticism about “comfort” food sellers particularly those targeting the luxury end of the market. The history of chocolate and ice cream sellers is very poor and I would extend that to premium alcohol brands such as gin and wine. Likewise premium mixer seller Fevertree (FEVR) whose shares fell by 30% last Friday after warning on margin erosion due to higher glass and freight costs combined with labour shortages. These kinds of companies depend on aggressive marketing to grow sales but their products and marketing can be imitated. When consumers become price sensitive they may quickly switch to cheaper brands.

Needless to say, I do not hold the stocks mentioned above.

One share I do hold is Paypoint (PAY) who issued a positive trading statement this morning. It included this statement:

“Q1 Progress: Good progress against our ESG programme, including commitment to ensure all employees are paid a minimum of the Real Living Wage delivered in July 2022; and Inaugural Pride Month programme launched in June 2022, as part of our ‘Welcoming Everyone’ activities, providing educational content, further meetings of our LBGTQ+ network and events to bring colleagues together, building on our commitments to diversity, equity and inclusion and supporting our vision to create a dynamic place to work”.

They have clearly become enamoured of the need to support lesbian, gay, bisexual and transgender (LGBT) individuals but I am not personally convinced that this is an area in which companies should be interfering. Next thing we know they’ll be promoting religion and holding prayer meetings.

One of the last three candidates for Prime Minister, Penny Mordaunt, has been criticised for calling that old TV series of “It Ain’t Half Hot Mum” as being misogynistic and homophobic. It certainly was but it was also comic as the characters were true of their era. Likewise in Dad’s Army written by the same authors which could also be criticised for being prejudiced. But as my father served in the Home Guard and kept a diary during the war years, I think it was a good representation of reality. He skived off a lot apparently and considered it a waste of his time.

Will Penny Mordaunt beat Liz Truss to make the final poll? I hope so as I don’t think Truss could win a General Election for the Conservatives. Simply not enough charisma.  I still think Rishi Sunak is the best candidate.

Roger Lawson (Twitter:  )

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