ShareSoc VCT Webinar Report

I attended a webinar organised by the VCT Investors Group of ShareSoc last night, and spoke on the panel. This is a very brief report on what was certainly a useful event for anyone invested in Venture Capital Trusts. There should be a recording of the event available from the ShareSoc web site to Members in due course.

There were good presentations on some problematic VCTs – the Edge Performance VCTs and the Ventus VCTs. ShareSoc was involved in campaigns on those companies. The former, which have multiple share classes, showed poor performance on all but one share class, and poor corporate governance resulting in shareholders demanding some changes. There are two Ventus VCTs that specialise in renewable energy which no longer qualifies for VCT investment. The directors are now proposing to wind up the companies.

Another “problem” case I spoke about was Chrysalis VCT which was another company that got into a difficult situation. Assets declining making it look unviable with high fixed costs and the portfolio consisting of dubious holdings such as Coolabi (also a holding in the Edge VCTs). Shareholders decided to wind up the company on the recommendation of the directors in October 2020 even though there were some investors who claimed capital gains deferral on their investment way back in time, which will now mean they get a big tax bill.  I sold my holding in Chrysalis VCT in 2018 as I could see the way the wind was blowing and had been through a similar experience with Rensburg AIM VCT in 2015/16. In that case they did manage to merge with another VCT who took over management of the portfolio.

Both the Edge and Ventus VCTs were not likely to be attractive to merger partners or acquirers though. But an administration process is going to be long-winded, costly and in essence painful.

As I said in the webinar, if you are holding shares in a VCT that is getting into difficulties, or is unlikely to be able to raise new funds from investors, best to get out sooner rather than later. Regrettably the directors and fund managers of such companies seem keen to keep the companies alive, and postpone tough decisions for too long.

Or if you think the VCT is revivable, or can survive, then pursue a revolution such as changing the directors and/or fund manager.

The seminar included a good analysis of the performance of VCTs by Mark Lauber. He suggests they can give a good return if you take into account the tax relief you get from investing in them, and the tax-free dividends. They do provide an alternative asset class to most FTSE shares, being effectively private equity investment trusts investing in smaller companies.

Are they good investments at this point in time? This is uncertain given that the type of companies they can invest in has changed recently. No more asset backed companies for example. They can hold diversified portfolios, but the fund performance depends a great deal on the competence of the fund manager.

There are few alternatives on which you can obtain tax relief. EIS companies are even more risky. With stock markets being buoyant of late, my view is that there are fewer reasons to invest in VCTs at present where management costs are high and corporate governance often leaves a lot to be desired. You also have to keep a close eye on them and understand the complex tax rules. It might be best to wait and see how the new VCT rules work out in terms of investment returns.

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

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The Promotion of Speculation

I was flicking through some TV channels last night and I saw an advertisement for Interactive Brokers Inc. You know the market is getting too speculative when you see they are offering margin rates of as low as 1%, i.e. you can borrow money at that rate to purchase shares.

This is some of what they say on their web site:

“Lowest Financing Costs:

We offer the lowest margin loan interest rates of any broker, according to the StockBroker.com 2021 online broker review.

Earn Extra Income:

Earn extra income on the fully-paid shares of stock held in your account. IBKR borrows your shares to lend to traders who want to short and are willing to pay interest to borrow the shares. Each day shares are on loan you are paid interest while retaining the ability to trade your loaned stock without restrictions”.

That last statement is truly surprising. So it seems you could sell all the stock you purchased on margin even though it has been lent out.

Interactive Brokers (IBKR) is a US listed company with revenues of over $2 billion. They are authorised by the FCA. The fact that they are now actively promoting their services in the UK tells you that the mania for share trading by small investors is spreading from the USA to the UK.

I suggest that buying shares on margin should be accompanied by very strong health warnings to investors and tougher regulations. It was one of the reasons for the collapse of the US stock market in the 1930s. Too many folks geared up with broker loans that were unsupportable when the market headed down. Investors were unable to meet margin calls, and the lenders then went bust.  

Borrowing to speculate on shares is like gambling with other people’s money.

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

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Platform Transfers – “Progress has been pitiful”

There is a very good article in this week’s Investors Chronicle by Mary McDougall on the subject of platform transfers. I have sent her the following email:

Mary,

On the subject of platform transfers, you are quite right to say that “It appears progress has been pitiful”. I have done several such transfers in the past and none has been completed in under 3 months. The FCA initiatives to improve matters has had minimal impact. I am currently still trying to get one completed that I initiated on the 12th of January.

This is a transfer of a SIPP from one platform to another where I already held a SIPP. This was an “in-specie” transfer but it only contained holdings of cash and UK listed Crest shares. No funds or other problematic assets. In other words it should have been absolutely straightforward. But it still required paper forms to be completed and signed. They suggested it would take 12 weeks but I think it will take longer.

The latest hold up is that as I passed the age of 75 in the middle of this transaction the sending platform requires completion of a Lifetime Allowance Test which is also being done by the receiving platform. I am querying why they both need to do it and why that should be holding up completion.

What is really annoying is that both platforms seem to be understaffed to handle transfers, and seem to expect me to do all the chasing required to get the transfers completed. As I have pointed out to them, the FCA Handbook says the brokers “must execute the client’s request within a reasonable time and in an efficient manner”. They are clearly in breach of that rule.

In the meantime, my cash and holdings have been frozen, prejudicing my investment activities.

It is simply unacceptable for transfers to take months. It’s anti-competitive as it deters people from moving to platforms with lower costs or a better service. The FCA cannot fix this problem by exhortation. It needs to look at the wider issue of poor systems and under resourcing of transfers. And it needs to get a lot tougher with the platform industry.

Note that I have not named the two brokers concerned in my latest transfer as I don’t think they are likely to be any worse than others from my past experience. It is an industry wide problem, and needs tackling more vigorously.

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

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Restoring Trust, After Its Long Been Lost

The Government BEIS Department have published a white paper entitled “Restoring trust in audit and corporate governance”. It’s an acknowledgement that the trust of investors in directors who manage the companies they invest in has long ago been lost. And the trust in auditors that the accounts issued by companies are accurate and give a fair view of a company’s financial position has also been lost.

There are few stock market investors who have not been affected by one or more scandals or downright frauds in the UK in recent years. However diligent you are researching companies and checking their accounts, you are unlikely to have avoided them all. Examples such as Autonomy, BHS, Carillion, Conviviality, Patisserie Valerie and numerous small AIM companies give you the impression that the business world is full of shysters while auditors are unable to catch them out. The near collapse of the Royal Bank of Scotland and other banks in 2008 was symptomatic of the malaise that had crept into the accounts of companies that has still to be rectified.

Indeed in the first chapter of my book “Business Perspective Investing” I said accounts don’t matter because they cannot be relied upon. I suggested other aspects of a business that should be examined to pick successful investments and went through them in some detail in the rest of the book. But would it not be better if we could trust company directors and auditors?

The failures of the existing accounting standards and corporate governance, and enforcement thereof, has been recognised in previous Government reviews. For example the Kingman Review in December 2018 made a number of proposals to reform the Financial Reporting Council (FRC) and for a replacement body to be named the Audit, Reporting and Governance Authority (ARGA) with wider powers (see: https://roliscon.blog/2019/03/12/frc-revolution-to-fix-audit-and-accounting-problems/ ). The fact that it has taken 3 years to move one step further tells you about the glacial pace of reform.

The Government has accepted most of the recommendations in past reviews of this area. They plan to tighten up the accountability of company directors and propose “new reporting and attestation requirements covering internal controls, dividend and capital maintenance decisions, and resilience planning, designed to sharpen directors’ accountability in these key management areas within the largest companies”.

The audit profession, who have been one of the barriers to change, comes under attack with these comments: “Central to achieving [reform] is the proposed creation of a new, stand-alone audit profession, underpinned by a common purpose and principles – including a clear public interest focus – and with a reach across all forms of corporate reporting, not just the financial statements. Alongside this the Government is proposing new regulatory measures to increase competition and reduce the potential for conflicts of interest, by providing new opportunities for challenger audit firms and new requirements for audit firms to separate their audit and non-audit practices”.

The Government proposes new legislation to put the new ARGA body on a statutory basis with stronger powers to be financed by a new statutory levy. You may not believe it but the FRC is financed by a voluntary levy and has limited powers over finance directors (none at all if they are not members of a professional body).

There is a new focus on the “internal controls” in a business and proposals to ensure they are adequate. A lack of internal controls is often the reason why fraud goes undetected. These proposals are similar to the Sarbanes-Oxley regulations introduced in the USA.

For investors, a big change that might have an impact is: “Companies (the parent company in the case of a group) should disclose the total amount of reserves that are distributable, or – if this is not possible – disclose the “known” distributable reserve, which must be greater than any proposed dividend; in the case of a group, the parent company should provide an estimate of distributable reserves across the group; and directors should state that any proposed dividend is within known distributable reserves and that payment of the dividend will not, in the directors’ reasonable expectation, threaten the solvency of the company over the next two years”.

There are of course existing rules that should prevent dividends being paid out of capital, which incidentally was one of the common reasons for collapse of companies in Victorian times – the ability to continue paying dividends gave a false sense of all being well to investors. But clearly the current regulations are ineffective. The BEIS report actually says “high profile examples of companies paying out significant dividends shortly before profit warnings and, in some cases, insolvency, have raised questions about its robustness and the extent to which the dividend and capital maintenance rules are being respected and enforced”.

There is also the problem of big bonuses being paid to directors when they should have known the financial position of their company was precarious. This is tackled by new proposed rules to “strengthen malus and clawback provisions within executive directors’ remuneration arrangements”.

There are proposals to reduce the dominance of the “big four” accounting firms and introduce more competition which is seen by some as the reason for the poor quality of many audits. But it is not clear that the proposals will have a major impact.

In conclusion, there are many detailed proposals in the 226 page report, which is now open to public consultation. I may make more comments later, but overall I would support the main proposals as a step forward. I just wish the Government would get on with the proposed changes before investors lose the will to live.

White Paper: https://www.gov.uk/government/publications/restoring-trust-in-audit-and-corporate-governance

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

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The Death of the High Street, and All Physical Retail Outlets

A couple of items of news today spelled out the dire situation of retailers with physical shops, whether they are on the High Streets, in shopping malls or out of town locations.

Firstly chocolate seller Thorntons are to close all their 61 shops and rely on internet orders and partner sales alone.  Thorntons has been a feature of the retail scene for many years but it had been losing money even before the pandemic hit. I did hold the shares for a time when it was a listed company but it is now owned by Ferrero. I even sold the company some software over 20 years ago and remember visiting their factory more than once. It was indicative of changing shopping habits with supermarket sales and local convenience stores taking over from specialist shops for much of their business and with internet sales being the final nail in the coffin. Some 600 jobs will disappear as a result. The vertically integrated structure (both making and selling their products) gave them some competitive advantage but not enough.

Another indication that shoppers have changed habits, and probably permanently, was the announcement from payments company Boku (BOKU) this morning. In their results for the last year the CEO said this: “Industries dependent on face-to-face contact have been decimated. Some – hospitality, for example – will bounce back when restrictions are released, but for others, the pandemic has accelerated pre-existing trends. It turns out that many people didn’t really like driving into town to go shopping and for many types of goods the switch to online will be permanent”.

I hold some Boku shares and although revenue shows another healthy increase, it still lost money last year mainly because of a big write down of goodwill in the Identity Division. One might consider that an exceptional item, although the division is still reporting a loss.

Another interesting announcement this morning was that by Smithson Investment Trust (SSON) which I also hold. In their final results, the fund manager said this: “In the Investment Manager’s view, a high-quality business is one which can sustain a high return on operating capital employed and which generates substantial cash flow, as opposed to only creating accounting earnings. If it also reinvests some of this cash back into the business at its high returns on capital, the Investment Manager believes the cash flow will then compound over time, along with the value of the Company’s investment…….the Investment Manager will look for companies that rely on intangible assets such as one or more of the following: brand names; patents; customer relationships; distribution networks; installed bases of equipment or software which provide a captive market for services, spares and upgrades; or dominant market shares. The Investment Manager will generally seek to avoid companies that rely on tangible assets such as buildings or manufacturing plants, as it believes well-financed competitors can easily replicate and compete with such businesses. The Investment Manager believes that intangible assets are much more difficult for competitors to replicate, and companies reliant on intangible assets require more equity and are less reliant on debt as banks are less willing to lend against such assets.

The Company will only invest in companies that earn a high return on their capital on an unleveraged basis and do not require borrowed money to function. The Investment Manager will avoid sectors such as banks and real estate which require significant levels of debt in order to generate a reasonable shareholder return given their returns on unlevered equity investment are low”.

This formula of ignoring physical assets is proving very successful and demonstrates how the world is changing. I am not quite so pessimistic about real estate companies but certainly those holding retailing assets are surely to be avoided.

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

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Education, Education and Education

Education, education, education” were Tony Blair’s stated priorities for the country in 1997. Note for public speakers – the recital of words in groups of three always reinforces your message – for example, Veni, Vidi, Vici from Julius Caesar. In the current investment world, there is certainly a shortage of education so Blair’s phrase, which became very well known at the time, is worth remembering. Tony considered education was the key to future development in the country and the same applies to the investment world. The best investors never stop learning.

The recent growth in the number of retail stock market traders, particularly in the USA, is of major concern because many of them seem to lack education about the investment sphere. A recent article in the FT suggested that amateur “traders” were transforming markets and is certainly leading to higher volatility. Many such traders (it is doubtful that you should call them “investors”) were using fee-free platforms such as Robinhood and frequently buying on margin (i.e. increasing leverage by borrowing to finance a trade).

The FT article mentioned that in some weeks last year as much as half the trading in Apple was by retail investors, and many who have received cheques from the US Government as part of the economic stimulus in response to the Covid pandemic put the cash straight into the market. New retail investors are moving markets.

But they have a different mentality to traditional retail investors. They are more speculators than investors. As Charlie Munger of Berkshire Hatchaway has said  “The frenzy is fed by people getting commissions and other revenues out of this new bunch of gamblers, and, of course, when things get extreme, you have things like that short squeeze … and it’s really stupid to have a culture which encourages [so] much gambling in stocks by people who have the mindset of racetrack bettors and, of course, it will create trouble, as it did.”

Today I watched a couple of webinars which are relevant to this subject. Firstly I watched the ShareSoc AGM having missed attending the meeting when it took place. As the Chairman said, there is lots of supposed investment education on the web but it is mainly provided by people trying to sell you something. It is therefore good to hear that ShareSoc is putting a lot of effort into developing education materials. It was always the intention of ShareSoc from when it was founded exactly 10 years ago by me and others to provide education for retail investors. It has of course done that in many ways already but some more formalised material is probably needed. It does of course do a lot of good work in other areas such as on campaigns on particular issues. Please do join if you are not already a member – see:  https://www.sharesoc.org/membership/ . There is always more you can learn about the complex world of investment.

Another webinar I watched was the Fundsmith Annual Shareholder Meeting where manager Terry Smith answered questions – see https://www.youtube.com/watch?v=IojZCeUjhRg . His comments at these annual events are always very educational (I do hold the fund). He makes some interesting comments on the events of last year when it was impossible to predict at the start of year what would happen in financial markets. But he still managed to achieve a return of over 18% for the Fundsmith Equity Fund, well ahead of the MSCI world equities index. Two simple tips from him were: don’t take profits but run with your winners, and Return on Capital is a very important financial measure for any company. Of course he has said that before but they are worth repeating.

Terry has some interesting comments on inflation which everyone is worrying about of late. He says pricing power in the companies he owns is important. High return on capital and margins can help to offset inflation. But he gives some interesting data on debit/credit card expenditure and the savings ratio.

He takes another poke at value stocks versus growth stocks. He buys shares in a foggy environment but it’s better to look through the front window rather than the rear-view mirror.  So he does not intend to own any oil and gas companies. He dislikes commodity businesses, and his analysis of car companies suggests he considers them to be of the same nature.

As regards other education the Investors Chronicle often runs good articles of that nature. For example an item on “Finding Hidden Value” by Algy Hall a couple of weeks ago. He pointed out that antiquated account rules have eroded the usefulness of many classic ratios (such as P/Es or Return on Capital). The big problems are intangibles recorded on balance sheets and the fact that a lot of investment never gets recorded but gets written off as an expense. For example, if you launch a new product with a large marketing budget, or open a new office in an overseas territory, there is a lot of expenditure associated which tends to only generate sales and profits in future years. But you will have difficulty convincing your accountants and auditors to capitalise that expenditure.

For high growth companies there is typically a lag between such investments and a good return. So such businesses tend to look poor value on historic financial ratios. As I pointed out in my book Business Perspective Investing, it can be more important to look at other aspects of the business than the conventional financial ratios. Conventional accounts tend to underestimate the value of intangibles such as brands, business partnerships and customer relationships which are so much more important than physical assets in the modern world.

The key is to look at the future prospects of a business rather than just the historic or immediate future financial ratios.

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

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UK Listing Review – What’s It All About?

You may have noticed in the Chancellor’s Budget speech that he announced that the FCA will be consulting on Lord Hill’s review to encourage companies to list in the UK and on changes to the listing and prospectus rules. This article gives a summary and some comments on what is proposed.

The reason for the review is given as a decline in the number of companies listed in the UK with many of those listed being “old economy” businesses. Too few world class technology or life science companies list in the UK. Reasons given for this are over-complex listing rules and long timescales that inhibit some companies from choosing London as a listing venue. There is also growing competition from financial centres such as Amsterdam.

Three particular issues for example are restrictions on dual share class structures that enable entrepreneurs to retain control of public companies they founded, minimum free float requirements and restrictions on SPACs (special purpose acquisition vehicles created to acquire businesses). The existing UK listing rules do protect investors, but as Lord Hill’s report says: “Our bottom line is this: it makes no sense to have a theoretically perfect listing regime if in practice users increasingly choose other venues”. Lord Hill suggests there is a general demand for change and reform.

Of course it is worth pointing out that many of the rules that govern listings, such as that for the content of prospectuses, were devised by the EU. But Lord Hill says this: “It is not, however, the case that simply leaving the EU will mean that all UK regulation will automatically become proportionate, adaptable and fleet of foot. British Ministers and regulators are just as capable of constructing over-complicated rules that discourage business investment as their European counterparts. It is, for example, a very widely held view that regulatory requirements on business and the liability profile of companies and their directors have increased significantly over time: indeed, this is one of the frequently cited reasons as to why there has been a trend of companies shifting from the public markets to private ones or never accessing the public markets at all”.

What are his specific proposals? I’ll cover some of them and add some comments:

  1. He proposes to permit dual-class structures, but with some safeguards. Comment: dual class structures enable directors to run the business as if it is a private company rather than a public one. Similarly low free float requirements inhibit minority investor protection. He suggests safeguards might include a maximum duration of 5 years but will that really satisfy entrepreneurs who wish to retain control? Giving control of a company to insiders is fine as long as the business is doing well, but when in difficulties it can obstruct change or enable a company to be easily delisted and taken private.
  2. He proposes to permit dual-class structures, but with some safeguards. Comment: dual class structures enable directors to run the business as if it is a private company rather than a public one. Similarly low free float requirements inhibit minority investor protection. He suggests safeguards might include a maximum duration of 5 years but will that really satisfy entrepreneurs who wish to retain control? Giving control of a company to insiders is fine as long as the business is doing well, but when in difficulties it can obstruct change or enable a company to be easily delisted and taken private.
  3. He proposes a complete rethink of prospectus regulations. That may include the provision of “forward-looking” financial information and the relaxation of prospectus exemption thresholds. But there is surely a big danger here that directors might make wildly optimistic statements about a company’s future prospects when there is no risk of liability for doing so. In addition he suggests “alternative listing documentation” where a further issuance from an existing listed issuer is being done. The latter is a very sensible change as it’s exceedingly bureaucratic and pointless to require a full prospectus when more shares are being issued to existing holders who are already familiar with a company. A complete review of the prospectus regulations is also a good idea after the recent Lloyds/HBOS judgement where the judge decided that the omission of very significant information did not matter as shareholders would have voted for it anyway (an unreasonable presumption).
  4. He also makes recommendations “to try to empower retail investors, recognising their changing expectations and the way that developments in technology create new possibilities of engagement”. He reminds readers of the problem of retail investors exercising their rights in intermediated securities. But all he says on this is: “Much as BEIS put forward a vision of how utility companies should collaborate to create common platforms and network protocols for the introduction of smart meters, a similar approach could be taken to develop technology solutions that would better enfranchise retail investors”. But he is certainly right in suggesting the “plumbing” is the problem which needs tackling.

In summary this is useful report but I am not sure it faces up to some of the real issues. Will companies flock to list in London simply because of the changes proposed? Companies list in markets which they perceive as attractive for a wide range of reasons. That includes perceptions of likely achievable share prices against comparable companies already listed in those markets. You can’t fix that problem by changing the listing rules. Another problem is the more onerous corporate governance requirements in the UK than in other countries, which can deter public listing, but it would be a pity to lose the good aspects of that.

You can read Lord Hill’s Listing Review here: https://www.gov.uk/government/publications/uk-listings-review

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

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Chancellor’s Budget Speech – Positive for Business

I listened to Rishi Sunak’s budget speech today and here is a summary of some parts of it with some comments from me.

He said that £280 billion of support had been provided, but the damage to our economy despite this has been acute. However our response to the coronavirus epidemic is working. Employment support schemes are being extended and business rates holidays also. The OBR is now forecasting a swifter recovery but the economy won’t be back to normal until the middle of next year. Unemployment is expected to rise to 6.5% but that is less than previously forecast.

There will be another £65 billion of support for the economy when we have borrowed £355 billion this year which will be a record amount.

The stamp duty holiday is extended to September. That should please my oldest son as he is trying to move house at present and delays are happening in the chain because of local authorities not responding to inquiries. There will also be a new mortgage guarantee scheme which as Keir Starmer pointed out may simply encourage a rise in house prices – OK if you already have one but not otherwise. Fuel duty will be frozen as will beer, wine and spirit duties.

Now the bad news: personal allowance tax thresholds will be frozen at the end of the next tax year until April 2026. That effectively implies a rise in tax equivalent to inflation over that period. Inheritance tax thresholds will be maintained at their current levels until April 2026 and the adult ISA annual subscription limit for 2021-22 will remain unchanged at £20,000. There is no mention of changes to capital gains tax as widely rumoured and the pension Lifetime Allowance will be maintained at its current level of £1,073,100 until April 2026 when it really should be increased to match inflation (high earners already have problems with the current limit).

Corporation tax will rise to 25%, but there will be a taper for larger companies. Only 10% of companies will pay a higher rate. Comment: that will still be a competitive rate.

The Chancellor said we need an investment led recovery. Therefore for the next 2 years companies can reduce their tax bill by 130% of the cost of capital expenditure. This is the biggest business tax cut in history he claimed.

There will be a new UK infrastructure bank and a new handout for small businesses to fund IT investment and obtain management support (see https://helptogrow.campaign.gov.uk/ for details). He also mentioned a review of R&D tax reliefs which are quite generous at present. It is planned to cap the amount of SME payable R&D tax credit that a business can receive in any one year at £20,000 (plus three times the company’s total PAYE and NICs liability), but a review is also mentioned.

There are a number of hand-outs for greening of the economy, as one might expect, but there are also more hand-outs to protect jobs and to support Covid-19 vaccination roll-out and research projects.

The FCA will be consulting on Lord Hill’s review to encourage companies to list in UK markets.

There will be more Freeports with 8 locations already identified.

In summary, this budget should be good for business but small software companies may be concerned about the changes to R&D tax credits.

More details of the Chancellors speech here: https://www.gov.uk/government/news/budget-2021-sets-path-for-recovery

Postscript: Reaction to yesterday’s budget was generally negative, but nobody likes higher taxes. The general view is that the Chancellor has just kicked the bucket down the road. More borrowing in the short term to finance the recovery and keep people in employment, but much higher taxes later. I think the budget is a reasonable attempt to keep the economy afloat and could have been a lot more damaging for business if he had taken a tougher line.

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

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Retail Investor Participation in IPOs – A Good Thing?

Shares magazine have reported that the CEOs of major platform operators AJ Bell, Hargreaves Lansdown and Interactive Investor have written to Government Minister Jon Glen asking him to consider the rights of retail investors in IPOs. Long gone are the days when new company listings were advertised in newspapers and retail investors could subscribe, and frequently “stag” the issue to make a quick profit. Nowadays institutional investors are typically offered shares in a placing and retail investors are excluded from participating.

The letter quotes recent examples of THG (Hut Group), Dr Martens (DOCS) and Moonpig (MOON) where retail investors could not participate and also says that between 2017 and 2020 they were excluded from 93% of share launches.

Bearing in mind that those companies now trade at a premium to their launch price, you might think that retail investors have been missing out, although there was nothing stopping investors from buying the shares in the market soon after they launched when you would have had to pay little more. Are these platform operators really acting in the best interests of retail investors in promoting the idea of wider retail participation though? I tend to take the contrary view.

Share prices after an IPO can be extremely volatile in the short term. That is particularly so now that so many companies launch an IPO with a short track record and no profits. In the long term, IPO stocks actually underperform the market. A paper by Jay Ritter noted this: “in the long‐run, initial public offerings appear to be overpriced. Using a sample of 1,526 IPOs that went public in the U.S. in the 1975–84 period, I find that in the 3 years after going public these firms significantly underperformed a set of comparable firms matched by size and industry”; and “There is substantial variation in the underperformance year‐to‐year and across industries, with companies that went public in high‐volume years faring the worst. The patterns are consistent with an IPO market in which (1) investors are periodically overoptimistic about the earnings potential of young growth companies, and (2) firms take advantage of these “windows of opportunity”.

In other words, companies take advantage of good market conditions and insiders know best when to sell. Recent market conditions have therefore been good for IPOs.

I did have a quick look at the prospectus for Doc Martens as a long-standing wearer of their boots and shoes which I can highly recommend. But I was not impressed enough to buy the shares. For example, the company does not even own the brand names it uses. The product is easy to copy also.

Moonpig also appears to me to be wildly optimistic about future prospects given that its business model (delivering cards via internet orders) is surely highly replicable once other businesses realise how much money there is to be made from such a simple business model. Moonpig has also benefited from the short-term impact of the Covid epidemic which has reduced conventional retail sales of greeting cards.

THG certainly have a very well designed and flashy web site, but its cosmetic and health brands hardly seem unique in a crowded market for such products. The company also has a patchy record of profits.  

In essence I can understand why platform operators would like to support the demand by retail investors to get into the next “hot” stocks when launched but the investors would be wiser to step back and wait for the initial enthusiasm to abate. Or at least take a very skeptical view of new IPOs and take a careful read of the prospectus which few retail investors do. Those companies that are IPOs of companies held by private equity investors which they have geared up with debt are ones to be particularly careful about as they know when is a good time to sell and often look to get out in the short term.

Of more concern to me is the discounted placings of shares in existing listed companies where private investors are definitely disadvantaged. That is a problem that does need tackling I suggest.  

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

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Selling Technology, Intercede at Mello, and Sir Frank Whittle

I have just listened to a recording of the Mello event which took place on Monday evening. In the “Bash” section one of the companies presented was Intercede Group (IGP). This company sells security software and is based in Lutterworth, which is in Leicestershire in case you have never been there. Bearing in mind the company’s client list of banks, US Government bodies and companies such as Boeing and Wells Fargo you might think the location a bit odd.

I first purchased the shares in 2010 and I still hold them. But it became clear to me very quickly that this was a typical example of a company with great technology but unable to convert it to profits. The company was founded by Richard Parris who remained Executive Chairman for a very long time – until 2018 in fact when a new CEO took over. Losses have been turned into profits although revenue is still not great (£10 million last year).

I did visit the company’s AGM in Lutterworth a few times and at one meeting I discovered that the company’s operations director was actually Richard’s wife under a different surname. It’s always interesting what you can learn from attending AGMs! The problem was the dominance of the company by someone with a technology background rather than a sales or marketing background. At least that was what I perceived. The culture was I suspect a negative.

Oddly enough there was another company based in Lutterworth which I only recently learned about which had an analogous history. Great technology which became a world beater but where the owners never made much money out of it. This company was Power Jets Ltd which was the baby of Sir Frank Whittle – the inventor of the jet engine.

A recent biography of Whittle is called Jet Man. Its author is Duncan Campbell-Smith and it’s well worth reading. Whittle lost control of the invention and associated patents (being a serving RAF officer did not help) and his company was eventually nationalised. Rolls-Royce acquired some of the technology and it was also given to the USA for nothing. What should have been a great money-spinner for the UK and for Whittle after the war years was lost due to commercial incompetence.

There is apparently a memorial to Frank Whittle and a small museum in Lutterworth if you ever visit Intercede.

Will Intercede ever make real money? It’s a bit early to tell I think but I am certainly more confident in the new management than the old. A slight downside is the recent announcement that they are rewriting the LTIP to reduce the share price targets. I never like to see options rewritten but there may be some justification in this case and certainly the CEO, Klaas van der Leest, has achieved a remarkable turnaround. I’m even finally showing a decent return on my investment in the company.

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

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