Boohoo – Should I Speculate in the Shares?

There has been a lot of media comment on fast fashion retailer Boohoo (BOO) after publicity on the working conditions in the clothing industry in Leicester where at least some of its products are produced. The suggestions are that people are paid less than the legal minimum wage and work long hours in poor conditions, even possibly breaching Covid-19 regulations. The company has launched an immediate review led by a QC into these allegations, although the company has other sources of supply overseas and it seems that those produced in Leicester may simply be repackaged there.

The company also came under attack from shorter Shadowfall who published a damaging dossier in May which you can find on the web. The share price has been as high as 400p this year, but fell to close at 224p last night. However it’s making a sharp recovery today.

I don’t currently hold the shares but I did hold them from 2014 to 2017/18 and made considerable profits as a result. Last night the share price was back to near where I sold. Should I buy back into the shares is a question I face and my answer is probably not. These are my reasons:

The company has obviously been on a roll in the last few years with revenue doubling in the last 3 years. They have exploited the growth in the use of the internet for clothes shopping in the same way as ASOS, thus leaving traditional retail stores in their wake. With low price clothes that appeal to the young to the extent that some of it is disposable after one use, they have established a new business model with associated marketing channels.

Financially they have a very high rating as investor enthusiasm for the growth story means they are now on a historic p/e of 53. But there are a whole range of issues that are of concern, some of which are apparent from the Shadowfall report. I particularly focus below on the non-financial aspects because as I say in my book Business Perspective Investing, accounts cannot be relied upon and it’s best to look at other aspects of a business.

Are there any barriers to entry in this business is one key question? Are they doing something that cannot be copied by competitors? Will their profits and profit margins be eroded by lookalike competitors in the traditionally fierce rag trade?

A few years ago, it might not have been easy to set up an internet retailing operation, but now everyone knows how to do it and it does not cost much either. The traditional clothing retailers and supermarkets may be catching up fast even if Boohoo have built a big customer base. But I suspect their customers are fickle, being young and impulsive and might easily be poached by others with lower priced promotions.

Shadowfall points out that one of the company’s competitors is ISawItFirst.com who even appear to be selling apparently identical products. That company is majority owned by the brother of BOO’s Chairman. Another oddity is that BOO owns 66% of PrettyLittleThing with an option to buy the rest. That company is also a competitor and is run by the son of BOO’s Chairman.

The company also acknowledges in its latest announcement that the current board comprises 4 executive directors and 3 non-executive directors, i.e. there is no majority of non-execs as usually expected for larger companies – and BOO is large with a current market cap of about £3 billion.

In summary, this looks like a company for short term speculation rather than long-term investment to me. Not my ideal investment proposition without even looking at their financials and the questions raised on them.

There is also a big risk there will be more bad news about their operations revealed in due course. Once a company comes under a spotlight, any dirt that was previously swept under the carpet tends to be revealed.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Chancellor’s Statement – Eat Out to Help Out

I just watched the statement by Chancellor Rishi Sunak. He made some good rhetorical points which I pick out here:

He said the Government is “doing what is right” and is focused on job protection and creation. We are in the “second phase of our economic response to the virus”. The economy has contracted by 25% and we face significant job losses. But with the furlough scheme winding down to October, the measures are:

  1. A job retention bonus of £1,000 for each person who comes back from furlough (if all 9 million return, a cost of £9 billion).
  2. A new “Kickstart” scheme will pay employers for 16-24 year old staff for 6 months.
  3. Funding for new apprenticeship and trainee schemes
  4. £1 billion for the DWP to provide more support.

The Government is also investing in infrastructure to create jobs including £2 billion in green investment – for example in grants to improve the energy efficiency of homes. To improve confidence in the housing market, stamp duty is being cut temporarily as from today.

As our economy relies on “social consumption” (cafes, restaurants, etc.), there will be a cut in VAT from 20% to 5% on that sector for the next 6 months – at a cost of £4 billion. In addition, for August you will be able to eat out at a discount of 50% on Mondays to Wednesdays, funded by the Government. The Chancellor concluded with the phrase “Eat out to help out”.

There was a weak response from Shadow Chancellor, Anneliese Dodds who focused on the medical responses to the epidemic rather than the Chancellor’s statement.

Comment: It looks like the Chancellor wants us to put on even more weight by eating out. Encouraging folks to eat out may improve their “feel good” factor but this is a very temporary gesture. As regards the job protection and creation measures, these may help some people but will they really boost the economy?  

The hospitality sector, and companies in it, will clearly benefit from these measures, and it might encourage people to eat out. But I fear that many people like me will be reluctant to take the risk until it is clear that the epidemic has really disappeared.

The encouragement for people to return to work and the clear intention not to extend the furlough scheme is surely a sound policy as otherwise it would be too expensive while people would get out of the habit of working.

In summary I would suggest these policies may assist, but what really matters to improve the economy and employment is more confidence that the epidemic is fading away, and that will take time.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Terry Smith on Market Timing and PI World Presentation by David Thornton

David Thornton, who is the Editor of Growth Company Investor, did an interesting presentation for PI World this week. He made an interesting observation in that he likes to avoid stocks that are both highly valued and lowly valued, i.e. on high or low P/Es. This is very wise. The high P/Es are typically discounting a lot of future growth and show the enthusiasm by investors for the business. In reality the high valuation may be a mirage and is being driven by share price momentum and the keenness by retail investors to get on the bandwagon for small cap shares. At the other extreme, they may be lowly valued because the business has some fundamental weaknesses or big strategic problems. Growth at a Reasonable Price (GARP) may be a better investment strategy for overall long-term performance.

See https://www.piworld.co.uk/2020/07/03/piworld-webinar-david-thornton-small-is-beautiful-why-small-caps-what-to-buy-now/

Terry Smith of Fundsmith has written an interesting article on market timing for the Financial Times. He is very opposed to trying to time the market and suggests that taking your money out of the market, as many people did in March, was a bad mistake. He equates it to driving while only looking in the rear-view mirror.

For an institutional fund manager, who cannot move large positions easily, that may be wise. It has certainly worked out well for the Fundsmith Equity Fund which has bounced back, and more, from its low in March.

But I am not totally convinced that it is wise for all investors. Markets do not always recover rapidly as they have done from the Covid-19 epidemic – at least so far although that story may not yet be ended. In the case of the Wall Street crash of 1929 it took 25 years to fully recover. So taking money out of the market early on might have been very wise.

Hedging your bets by taking some money off the table and hence managing your risk exposure is surely a sensible thing to do when the market is heading down. There are three things to bear in mind though:

  1. Small cap shares such as those on AIM can be very illiquid and hence a few sellers can drive the shares well below fundamental value. These are not the kinds of shares to dump in a market sell off unless they are directly impacted by the negative news (e.g. by the virus epidemic closing their businesses and they are at risk of going bust).

 

  1. You also need to be wary about Investment trusts. These again are often not actively traded so they can suffer not just from declining share prices in their portfolio holdings but from widening share price discounts. When the discounts get very wide, it is time to buy not sell.

 

  1. If you have moved into cash, it is very important to know when to buy back into the market. You need to keep a close eye on the direction of the market because bounces from market lows after a crash can be very rapid. Many retail investors sell at the first hint of a crash, but miss out on the recovery which is very damaging to overall portfolio performance. They miss out because they are demoralised and have lost faith in stock market investment. You do need to take a view though on whether a bounce is just emotional reaction to the realisation that the world may get back to normal, and how the recovery may affect individual stocks. In other words, you may want to move your cash back into different holdings.

As a holder of the Fundsmith Equity Fund, I would not normally argue with his investment wisdom but he may be in a different position to many retail investors. I did take some cash out of the market after the peak bull hysteria of late 2019 and in March after it was clear some companies would be badly hit by the epidemic. This provided some funds for picking up other depressed companies. But Fundsmith was not one I dumped.

The Terry Smith article is here: https://www.fundsmith.co.uk/news/article/2020/07/02/financial-times—there-are-only-two-types-of-investors

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Boris’s “New Deal” and Events in Hong Kong

It’s summer and normally this is a quiet period for both financial news and stock markets, but not this year. Economic news is consistently terrible with job losses mounting rapidly, Government debt is rising to record levels (over 100% of GDP) and Brexit negotiations are still not concluded. The Covid-19 epidemic is still rampant in some locations even if overall UK deaths are falling but there is still no clear evidence of a workable vaccine to stop the disease and the available treatments are still not a certain cure.

Boris Johnson has revealed a “New Deal” in imitation of President Roosevelt. He hopes to use this to enable the UK to build its way out of the recession. This is what he said yesterday in an announcement by the Conservative Party which was headlined “Boris Johnson unveils a New Deal for Britain”:

“Because we have already seen the vertiginous drop in GDP and we know that people are worried about their jobs and their businesses. And we are waiting as if between the flash of lightning and the thunderclap, with our hearts in our mouths, for the full economic reverberations to appear.

And we must use this moment – now – this interval to plan our response and to fix of course the problems that were most brutally illuminated in that COVID lightning flash. The problems in our social care system. The parts of government that seemed to respond so sluggishly, sometimes it seemed like that recurring bad dream when you are telling your feet to run, and your feet won’t move. And yet we must also go further and realise that if we are to recover fully, if we are to deal with the coming economic aftershock, then this COVID crisis is also the moment to address the problems in our country that we have failed to tackle for decades”.

This is all stirring stuff is it not? He goes on to say:

“I can tell businesses that next week the Chancellor will be setting out our immediate plan to support the economy through the first phase of our recovery. But this moment also gives us a much greater chance to be radical and to do things differently. To build back better. To build back bolder.

And so we will be doubling down on our strategy. We will double down on levelling up. and when I say level up, I don’t mean attacking our great companies or impeding the success of London – far from it – or launching some punitive raid on the wealth creators.

I don’t believe in tearing people down any more than I believe in tearing down statues that are part of our heritage, let alone a statue of our greatest wartime leader. I believe in building people up, giving everyone growing up in this country the opportunity they need, whoever you are, whatever your ethnicity, whatever your background”.

You must admit he writes interesting prose. You can find the whole document on the web. It includes a good snipe at HS2 which he says is going to cost the equivalent of the GDP of Sri Lanka! One of my least favourite projects.

Usage of railways has fallen dramatically as people have been avoiding public transport. But unbelievably some London Councils such as Lewisham have been closing roads and forcing people to get on buses or trains, or even better, cycle while TfL are narrowing Park Lane and Euston Road by removing lanes – a couple of the key roads in London. All this is justified by the emergency of the virus epidemic and “social distancing” which the Government has encouraged with rushed through regulations. It’s not helping at all, just making matters worse.

All this rhetoric may not quieten the social unrest in the country though because the lower paid are the ones that are most likely to be losing their jobs. This country is suffering from a bout of mania about imagined wrongs – to black people, to those of different sexual inclinations, to those of every other kind of minority. This is going to be damaging to the economy unless some control is re-established by the forces of law and order soon.

Hong Kong is an example where the demand for more democracy and even independence finally caused China to clamp down. The riots in Hong Kong were threatening the economy and major companies actually support the new laws that China has imposed. The reaction of Western democracies to these events has been extreme to say the least. The UK is even willing to allow 3 million Hong Kong residents to migrate to the UK. Do we not have enough people already in this crowded country?  When immigration and overcrowding in our major cities brings pressure on housing and jobs which is one of the causes of social unrest, this seems a most bizarre decision. And I bet they will all wish to live in London!

Hong Kong was leased by the British from China and we have always conceded that the lease had to end and that Hong Kong was and is part of China. The Chinese will never concede otherwise. There was an agreed transition period to retain some local autonomy so as to not undermine the economic success of the territory, that was all. But the riots were destroying the basis of that so it’s not surprising that China intervened. The UK should have accepted that and not indulged in damaging steps just to show our displeasure.

I don’t often write about politics but some aspects of the current political situation are very important for economic prosperity in this country. Firm leadership is certainly one thing that is required at the moment. Will Boris’s New Deal revive the economy? On the principle that having people in employment, even if the state effectively has to pay for it rather than having them doing nothing is a good thing, then it is a sensible policy. It might actually work.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Obituary – Tony Pidgley of Berkeley Group

Last week the sudden death of Tony Pidgley, Chairman of Berkeley Group (BKG), was announced at the age of 72. He founded the company and grew it to be one of the largest housebuilders in the UK.

He had a difficult childhood being adopted by travelers but left school at the age of 15. Only a few years later he founded Berkeley, building just one house initially. The company announced its results on the 17th June which showed revenues of £1,920 million last year and profits of £503 million, albeit they were down by 35%. Altogether a remarkable success story over many years by riding the peaks and troughs of the housing market very successfully. It is undoubtedly the case that Tony Pidgley knew a great deal about the building industry and how to make money in it.

I held shares in the company prior to 2017 and there were reports on the company AGMs written by me and my son in 2016 and 2014. These meetings were not good examples of how public companies should be run with Pidgley clearly dominating the business as Executive Chairman. For example there were complaints about directors’ remuneration, and the AGMs were treated as trivial affairs. ShareSoc members can read those AGM reports on the ShareSoc web site.

Perhaps it’s a typical example of how all very successful people have more than one side to their personality.

Berkeley have traditionally focused on building up-market houses or apartments in London and the South-East. But is this market changing? There was an interesting article in the Financial Times last week about the movement of people out of central London into the suburbs. It was headlined “Dalston is out, Twickenham is in; why Londoners are dreaming of the suburbs”. It explained how the success of home working, but the inconvenience of doing so in small houses or flats, has made people look to move out of central London to the outer London suburbs where I live. That is particularly so as they may not need to go into the office every day.

I can well believe it. Not only did my neighbour manage to sell her house in record time, but we received a personal letter sent to all of our street asking whether we wanted to sell. This was not the normal estate agents letter touting for business which we get occasionally.

I can see the merit in such moves as central London house prices are still astronomic in comparison with the suburbs and the quality of life is substantially better. Less crime and fewer riots for example.

Will Berkeley have to transition to a slightly different model under a new leader I wonder?

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Electronic AGMs and Voting

Several companies in which I hold shares are proposing to adopt new Articles of Association at their Annual General Meetings. These typically are amended to enable the holding of “virtual”, i.e. electronic ones, or “hybrid” meetings where a physical venue (or multiple ones) are also used. They can do that legally at present under the emergency regulations put in place by the Government but they are clearly anticipating a more common use of such capabilities now that everyone is more practised in using video conferencing.

But finding out what the proposed new Articles actually are is often not easy. I simply could not find the one for JPM European Smaller Companies Trust anywhere so I sent them an email. No response to date.

In the case of Telecom Plus, the AGM notice points you to their investor web site for the new articles, but they were difficult to find there and the changes were not clear. This is where they can be found if you scroll down far enough: https://uw.co.uk/investor-relations

You will find the changes very unclear and convoluted. They look like they were written in a hurry. This paragraph is particularly problematic: “59.1 Each Director shall be entitled to attend and speak at any general meeting of the Company. The chairman of the meeting may invite any person to attend and speak at any general meeting of the Company where he considers that this will assist in the deliberations of the meeting.”

This does not give shareholders the absolute right to speak at a General Meeting as is the current position in Company Law so far as I understand it. The Chairman clearly has the right under the proposed new Articles to invite shareholders to speak, or not. That is not the same thing.

So I will be voting against the new Articles.

You might think the wording of a company’s Articles is a very technical matter of little concern. But in reality it can be a quite critical issue when important votes are required or a company is in difficulties.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Coronavirus Impacts – Victoria, Auto Trader and Bowling Alleys

Stock market investors are clearly becoming nervous again following a rise in Covid-19 infections in the UKA – particularly in the Southern and Western states. This has affected the US stock markets and, as usual, it has affected UK markets in sympathy.

There were two announcements this morning that were interesting as regards the impact of the virus epidemic and the resulting “lockdown” of the population. Home working has become more normal or people have been “furloughed” or permanently laid off.

Victoria (VCP), a manufacturer of floor coverings, had to close their factories but they have all now reopened. Their customers are mostly retailers and many of them had to close but are now reopening or already have done. The company says group revenues for the last three weeks are now at 85% of pre-Covid-19 budgets.

Interestingly they say this in today’s trading update: “It is important to remember that 93% of Victoria’s revenues are derived from consumers redecorating their homes, not construction or commercial projects, and consumer demand for home decorating products appears to be strong across the world. This is not altogether surprising, given the extended period consumers have spent in their home over the last four months, which is likely to have encouraged the impulse to redecorate”. Clearly it’s time to do some DIY jobs.

Auto Trader Group (AUTO) announced their final results for the year ending March 2020, which contained an update on current trading. They provide a web portal for car dealers, who all had to close. Auto Trader provided free advertising in April and May plus a 25% discount in June. As a result they lost money in those months. The company has also chopped the dividend, cancelled further share buy-banks, did an equity placing and used the Government’s Job Retention Scheme. A vigorous response in essence, rather like that of property portal Rightmove.

Car dealers are reopening but for most you cannot just walk in to the dealer. You have to make an appointment. This encourages web shopping for a new car which is to the advantage of Auto Trader. The company announcement (and what was said in their web cast which was otherwise somewhat boring as it consisted mainly of reading a script), was generally positive but it leaves a question as to how soon car sales will recover. They don’t seem to be losing many dealers and dealer stock figures are what matter rather than sales. But dealers’ revenue and profits might come under pressure as many car purchases can be postponed. Cars do wear out of course, but with mileage reduced as there were, or are, few places open to go to and more home working is taking place, this could reduce car sales.

This is therefore a company where one needs to look to the future and how they can capitalise on the trend to shop for cars on the internet, like one might shop for groceries or clothes of late. One competitor mentioned in the conference call was Cazoo who sell (or lease) cars directly on the internet. No test drives or inspection first. You just get 7 days to trial it before acceptance. This is clearly a different business model that might affect traditional dealers although they also provide service of course and concentrate on new cars which is a more complex sales process. There may also be an issue of trust when using an on-line service. But the process of buying and selling cars certainly needs simplifying from my last experience of doing so.

At least bars and restaurants can reopen, albeit with severe restrictions on social distancing. That will certainly reduce their sales volumes and increase their costs, resulting in a big hit to profits. Still a sector to avoid I think.

Bowling alleys were expecting to be able to open from the 4th July based on what Ten Entertainment (TEG) and Hollywood Bowl (BOWL) said. But the recent Government announcement has put a stop to that along with the reopening of gyms and swimming pools. They now hope to reopen in August.

Is this ban rational? I can see why indoor gyms might need to remain closed. A lot of heavy breathing and sweating in close proximity. But bowlers don’t exert themselves much from my experience and if alternate lanes were used social separation would be good so long as they used their own shoes.

Note that I hold shares in some of the above companies. But thankfully not in Wirecard which I previously commented upon and which is now filing for bankruptcy proceedings.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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How to Spot a Fraud (Wirecard)

There was a very good article on Wirecard by fund manager Barry Norris on Citywire yesterday. It was headlined “Wirecard raised more red flags than a communist rally” and explained how he thought it was probably a fraud as long ago as March 2018.

He met the former CFO of the company Burkhard Ley in that year but he seemed unable to answer the basic question of “Precisely from which activities did they generate revenue”. One particularly telling comment from my knowledge of the payments sector was this: “When pressed for a specific response on how much of the company’s revenues came from online pornography and illegal casinos, Burkhard claimed ignorance and just grinned, like a well-coiffed cat who not only had just had the cream but who had also just eaten the family pet hamster”.

The Financial Times published allegations about false accounts at the company in January 2019, and again later. But the German financial regulator took no action and even banned short selling of the company’s shares.

Another very negative sign was in early 2020 when the company raised more debt even though it had high profits margins, limited capital expenditure, paid minimal dividends and according to its accounts was generating cash.

The latest news is that former Wirecard CEO Markus Braun has been arrested based on allegations of false accounting.

What can be learned from this case? Firstly that company management who are reluctant to answer detail questions about the business are not people you can trust. The bullshitters who wish to talk about market dynamics and their position in a hot sector rather than the details on how they actually make money (i.e. the business model) are particularly suspect. Secondly that accounts cannot be trusted – not even the cash figures even though they should be simple to verify. See also Patisserie and Globo for examples of where the cash was simply not there. Where there are international businesses with multiple auditors involved, they are even more likely to be unreliable.

Frauds rarely come out of the blue but there are warning signs much earlier than the final disclosure of unexplained problems and company collapse. So it took 4 years at Wirecard for the truth to be generally acknowledged even though issues with the accounts were widely publicised. Why did investors stay faithful to the company? Because investors are always reluctant to admit to their own blind faith in the business particularly when the share price has handsomely rewarded them in the past. People do by nature trust management of companies when the correct approach should be the contrary. Charismatic leaders who dominate their companies are frequently the ones to be wary about.

But it’s never too late to change your mind about a company and sell. A reluctance to sell on negative news is a common psychological trait – it’s called loss aversion. Wirecard investors certainly had plenty of opportunity to do so.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Learning Technologies and Ten Entertainment AGMs

I “attended” the on-line Annual General Meeting of Learning Technologies Group (LTG) today. This was run using the GoToWebinar software. There did not appear to be many people on the call as only one shareholder asked a question. Perhaps this was because you had to register for the event in advance using your Investor Code – which only those on the register would have, not those in nominee accounts. This is deeply unsatisfactory.

The meeting was initially chaired by Andrew Brode who spoke some platitudes before handing over to the CFO Neil Elton. Brode’s comments were the same as published in an RNS announcement this morning I believe but he did thank shareholders for their support of the recent share placing.

Mr Elton reviewed the financial results from last year and said that the company had achieved compound annual growth of 61% per annum since listing. Net debt at the end of May was £4.5 million, and there was strong operating cash flow. The return on capital employed increased to 16.4% last year. But the final dividend payment had been delayed.

CEO Jonathan Satchell then covered the progress on corporate governance. He mentioned the “measures taken to shore up the balance sheet” which is what I suggested the placing was really for in a previous blog post. He suggested that was because the economic crisis could get much worse later this year.

On governance he said they go further than the AIM regulation requirements. All directors are up for re-election and there is a vote on remuneration. [Comment: these are certainly good points]. He also discussed diversity in the workforce and new initiatives in this area will be announced.

The company has increased the number of products sold per client. They have only 10-11% exposure to Covid affected sectors. They are currently bidding for a “gargantuan” contract for the Royal Navy. They expect a result before the year end.

He then discussed the recent LMS acquisition – they have great hopes for the future of this business which they hope to make a market leader by adding other similar acquisitions.

He discussed the recent share placing. The reason for it was that they did not feel they could use surplus funds for acquisitions as there may be a liquidity crisis later this year.  He expected the core business to return to growth next year.

Questions were then invited but as none had been received at this point, we went to the formal business with votes on a poll. The poll counts were then read out, as all proxy votes has previously been received. All resolutions were passed but I noted that two directors received relatively low votes in favour. That include Andrew Brode with only 90.8% FOR.

Questions were then invited and one shareholder suggested that private shareholders could be included in placings by using such organisations as Primary Bid. Andrew Brode responded that the way it was done was based on advice from their joint brokers. Shareholders could buy shares in the market afterwards at a tiny premium, he suggested.

[Comment: Primary Bid is one solution but it is far from ideal with shareholders being given minimal time to take up any offer and possibly being downsized as well. It is also only fortuitous that the shares could be picked up for near the placing price in the market later. There did not appear to be any real urgency to get the placing done so an open offer alongside should have been done. Regrettably there are too many such placings of late].

This “virtual” AGM worked reasonably well, but you could not see who else was attending and there was no real interaction with shareholders present. Also Andrew Brode’s speech was difficult to hear at times. This was not a good alternative to a physical AGM.

Note: the above report may be inaccurate because it’s even more difficult to make notes of a virtual meeting than it is in a physical one. Sometimes it was not even clear which director was speaking for example.

Another recent AGM of an AIM company was that of bowling alley operator Ten Entertainment (TEG) for which I hold all of 50 shares. I sold almost all my holding before they had to close all their venues. This was another company that did a placing recently but it is hardly surprising in this case that it was required to keep the business afloat until they can get back into operation.

I don’t think this company even offered virtual attendance at their AGM so only the poll results were subsequently announced. They collected over 20% of votes against both the Remuneration Policy and Remuneration Report and two directors including the Chairman also collected substantial votes Against. The company is to review its remuneration policy which I certainly did not like when I looked at it.

Virtual and Hybrid AGMs, and a solution

I have been discussing with other ShareSoc members how virtual and hybrid AGMs should operate – indeed how AGMs should generally function in future as it is quite possible that virtual or hybrid options may become the norm even after the epidemic has passed. For instance companies such as TEG are changing their articles to permit them in the long term even after the temporary authorisation to permit them has lapsed.

But it is clear that there are good and bad practices while attendance at a physical AGM is still clearly advantageous so it would be a shame if that is excluded in future. For example it gives you the opportunity to have informal discussions with directors before and after the meeting as well as with other shareholders which you can never do at virtual AGMs. It also gives some of us the rare opportunity to get out of our home offices – we are all suffering from cabin fever at present!

One somewhat archaic practice that is likely to disappear is the “show of hands” vote. This was always useful and appreciated by shareholders because it firstly allowed AGMs to be concluded rapidly if there was no significant opposition to resolutions, and secondly it allowed you to easily see the overall opinion of shareholders at the meeting. If there was any doubt of shareholders views, a poll can be called by the Chairman, or by shareholders. A poll often means that the vote outcome is not declared until much later – too late to ask about any opposition. If that tactic is used I always ask the question in the meeting of “were there any significant proxy votes against any of the resolutions” as the proxy votes are known well before the meeting.

But with hybrid meetings (those where a physical meeting is combined with a virtual one), I can see a number of practical difficulties with allowing a show of hands vote (and checking who is voting), so I think that will go the way of the dinosaurs.

I suggest also that presentations to shareholders, and discussion thereon, should preferably be separated out into a previous virtual event – sometime after the Annual report is issued and Notice of the AGM has been issued but before the proxy vote deadline. This would enable shareholders (and others as such as non-shareholders and nominee holders) to become informed before they vote. The formal AGM with voting on a poll could then be held later (as a hybrid meeting).

Does this idea make any sense to readers?

But it is clear that it would help to standardise the actual process for virtual meetings and the software that might be used for them – or at least to those that can support the facilities that are needed.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Wirecard Cash Missing and Black Reparations

I always have pleasure in reporting major accounting frauds as it backs up the argument in my book Business Perspective Investing that the accounts of companies cannot be trusted and you need to look at other things to judge the quality of a company. But investors in German payments company Wirecard will be very disappointed that €1.9 billion has gone missing. It seems that information on “spurious cash balances” had been provided to their auditors (EY) by a third party (a trustee supposedly holding it).

The Financial Times has been running a series of articles over several months questioning the accounts of this company, but the shares are now down another 50% and it raises questions as to whether the company can survive.

Another story in the FT today was of organisations such as brewer Greene King and the Lloyds insurance market offering donations to charities supporting “diversity and inclusion” and were apologising for their past involvement in the slave trade. That’s for events before 1807 in Britain and 1865 in the USA when slavery was abolished. Greene King left the stock market in 2019. I just hope none of the companies in which I hold shares participates in this nonsense. Trying to rectify historic wrongs from 200 years ago is just unrealistic and totally unjustified when the persons affected are long dead. History is full of past injustices and it’s simply impossible to compensate for all of them.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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© Copyright. Disclaimer: Read the About page before relying on any information in this post.