Avoiding Another NMC Debacle

Yesterday the shares in NMC Health (NMC) were suspended and a formal investigation by the FCA was announced. The suspension announcement said that the company has requested the suspension of its shares and that the company is focused on providing additional clarity to the market as to its financial position.

The events at NMC are hardly the kind of thing one expects from a FTSE-100 company with reported revenue of $2.5 billion and profits of $320 million. The company operates hospitals and other healthcare facilities in the Middle East – hardly a sector that should be particularly volatile. The company has of course been the subject of an attack by Muddy Waters and the share price was already down by 80% from their peak in 2018, before they were suspended.

There now seems to be considerable doubts about the accounts (the finance director is on long-term sick leave which is never a good sign), there are doubts about who holds the shares, and questions about related party transactions and debt. The founder and CEO have departed from the board leaving the COO as interim CEO.

I recall NMC being tipped in numerous publications before all this bad news came out and it certainly looked a good proposition at a glance. Both revenue and profits were rising at 30% per year driven by rising wealth in the Arab states. So why did I avoid it?

The key point I would make is that “financial numbers are not important when picking shares” which is the subtitle of my book “Business Perspective Investing”. The numbers alone cannot be trusted even if they have been audited by a big firm such as Ernst & Young.

The company is registered in London and listed in the UK but the company had a peculiar governance structure with two joint Chairman and an Executive Vice-Chairman. They had a large number of directors otherwise and at the last AGM actually approved a resolution to increase the maximum number to 14. That is way too large for any company and results in board meetings being dysfunctional. The Muddy Waters financial analysis clearly raised some concerns and it is well worth reading. It also raised issues about the level of remuneration of the board and share sales. These might be considered warning signs and there is the key issue that it might be very difficult for UK based investors to monitor the operations of the company.

These are the kind of issues that I suggested investors need to look at in my book.

What do investors do if they find they have been suckered into a company with dubious accounts and when other negative facts have come to light? The simple answer is to study the evidence carefully and if in doubt sell the shares. It is never too late to sell is phrase to remember. You only have to look at the share price graph of NMC to see that investors with a trailing stop-loss of 20% would have exited long ago and hence avoided the worse outcome.

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

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Warren Buffett’s Shareholder Letter and Market Comments

Warren Buffett has issued his annual letter to shareholders in Berkshire Hathaway. It is usually worth reading for his market insights.  Last year was not a great one performance wise – annual percentage change in per share market value up only 11%. If you look back over the last 50 years of the company, and he publishes the whole track record, it is obvious that he has not been achieving the large outperformance against the market in recent years as he was up until the year 2000. That’s probably simply a reflection of the size of the company now and his inability to acquire controlling interests in good companies of late with the stock market being so buoyant.

The letter covers how the company uses insurance company floats to finance the business and the future as both Buffett and his partner Charlie Munger are now both very old.

Buffett has some interesting comments about how boards of directors have changed over the years. But he says: “The bedrock challenge for directors, nevertheless, remains constant: Find and retain a talented CEO – possessing integrity, for sure – who will be devoted to the company for his/her business lifetime. Often, that task is hard. When directors get it right, though, they need to do little else. But when they mess it up,……”

He also says this about remuneration committees: “Compensation committees now rely much more heavily on consultants than they used to. Consequently, compensation arrangements have become more complicated – what committee member wants to explain paying large fees year after year for a simple plan? – and the reading of proxy material has become a mind-numbing experience”.

Obviously he is referring to US companies primarily but the same applies to UK companies. He also has some negative comments about boardroom pay (which is even more gross in the USA than UK) and how the independence of non-executive directors is undermined by their pay, while he was happy to accept $100 per year for one directorship in the early 1960s. How times have changed!

You can read the full shareholder letter here: https://www.berkshirehathaway.com/letters/2019ltr.pdf

As I write this the markets are still falling sharply for the second day. Having been through several market downturns, I am not too fazed by the biggest ever one-day drop in my portfolio value. There will probably be some momentum in the downward trajectory as recent stock market investors will realise it’s not a one-way bet investing in shares. Shares likely to be affected by a worldwide pandemic are also particularly sharply down while there is general feeling that the long-running bull market must come to an end sometime.

But I am a dedicated follower of fashion as nobody knows how long the impact of negative news will last, what steps Governments might take to keep the economy afloat and stock markets bouyant, or what will be the emotional reaction of investors. So in general I will be selling shares as the market declines until the outlook appears more positive and when the bargains appear.

Having loads of cash is always a good thing to have so as to take advantage of opportunities as they arise.

Needless to say, this is not investment advice. You may choose to take a different path and you need to make up your own mind based on your investment strategy, long term objectives, what proportion of your holdings are in ISA or SIPPs and your tax position.

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

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Moneysupermarket News and Market Exuberance

Moneysupermarket.com (MONY) issued their preliminary results this morning. It was headlined “Return to profit growth and good progress on reinvent”. The results were much as forecast so far as I could see, although the outlook suggests some second half weighting for the current year. But the share price has jumped 18% today to 365p which is where I started buying some last June. But I got somewhat nervous when the share price subsequently consistently fell after an initial spurt upwards despite forecasts being positive.

The other significant news was that CEO Mark Lewis indicated he wished to step down yesterday “and pursue his career in a new direction” so the board has started a search for a replacement. This is rather surprising as he has not been there very long. More explanation as to why he is departing would have been helpful.

Price comparison businesses like Moneysupermarket still seem to be growing but clearly they are maturing somewhat. However on a prospective p/e of 17 (before today’s jump) and a dividend yield of 4.6% according to Stockopedia they surely looked good value.

The company does generate considerable cash with a good return on capital but most of the profits are paid out in dividends rather than used to generate growth or acquire complementary businesses. Is that the strategic issue that caused the CEO to depart I wonder? We may no doubt learn more in due course.

Otherwise the stock market seems to be ignoring the global trade threats such as the coronavirus outbreak in China and the US/China trade war, plus the possible risk of a failure of UK free trade talks with the EU. It’s one of those markets where almost everything is rising and investor are just buying everything that looks reasonable. I may have to go on a share buying strike until the market calms down as it seems somewhat irrational at present. Too much investor exuberance in summary.

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

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Share Centre Takeover and Holding Unlisted Shares

This morning it was announced that the Share Centre (Share Plc: SHRE) were recommending a takeover bid from Antler Holdco, the holding company of Interactive Investor and the ii Group. This has two very negative consequences for private investors:

  1. The Share Centre is one of the favourite platforms for many private investors with an efficient and low-cost trading service and also a simple system to enable one to vote the shares you hold in their nominee accounts. There may well be some rationalistion of systems so the downside is that Share Centre clients may have to learn a new software platform.
  1. The other negative is for holders of Share Plc shares, which many clients of the Share Centre probably are because there is a discount on trading costs if you held shares. The share price has risen this morning, perhaps on the hope of a counter-bid, but the terms of the offer appear very unattractive. The offer is for 4.1 pence in cash, but the equivalent of 90% of the offer value is in shares in ii (that’s assuming you accept their valuation). The ii business is an unlisted company incorporated in Guernsey and is majority owned by J.C.Flowers IV L.P.
  1. The new ii shares to be issued as part of the offer will be definitely unlisted and hence holders of Share Plc shares will have no idea of when or how they will be able to sell them and they will lack almost all protection from being minority shareholders. Any investor who understands the legal position of holding unlisted securities with no shareholder agreement in place will realise this is a very invidious position to be in and I suggest shareholders will need to seriously consider whether they should sell the Share Plc shares in the market while they can. If in doubt take legal or other professional advice on the matter!
  1. Could the takeover bid be defeated? That seems very unlikely as they already have 70% of acceptances via irrevocable undertakings, including the holdings of Gavin Oldham and his family who was the founder. Winning a required 75% vote of shareholders (by number of shareholders) to defeat it at the Court Meeting (this is a Scheme of Arrangement proposal) would be very tricky as with many shareholders in nominee accounts they might only be counted as holding the “one share” held by the nominee operator as a pooled account. And that share would be in the power of the Share Centre and its management. Many people hate takeover bids via schemes of arrangement as they undermine the normal democratic process that applies to more normal takeovers.

Just to give readers some understanding of the problem of holding unlisted shares, I received some bad news this morning. I have been holding some shares in an unlisted company for 20 years. I was one of the founder investors as part of an EIS scheme and although I have sold some of the shares to other investors over the years I hoped to finally get out as it has been somewhat of a rocky road. That looked like it might happen after the business received an offer a couple of months ago but the bad news today is that the deal of off.

I’ll have to live in hope a bit longer it seems.

P.S. The offer document actually says that the Share Centre clients will be migrated to the Interactive Investor Services platform. Let us hope it goes smoothly.

Note that some investors might have held Share Plc shares as clients of the company so that they could easily monitor the financial position of their broker. That is somewhat critical because of the danger of holding shares in any broker that gets into financial difficulties where your shares are held in nominee accounts. That will no longer be easily possible after this takeover.

Note also that  I am advised that at the court meeting for a Scheme of Arrangement 75% of SHARES need to be voted in favour for the scheme for it to pass AND a simple majority of SHAREHOLDERS.

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

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Should I Buy Shares in Tesla, and ShareSoc Seminar Report

Should I buy shares in Tesla, or perhaps short the stock?  This thought was prompted by the recent large jump in the share price which has made the company worth more than Ford, General Motors and BMW put together. But there is still a considerable short interest in the company based on the fact that the financial ratios look far fetched and are discounting a lot of future growth. Plus of course the doubters worry about the leadership of Elon Musk.

The technology in Tesla cars is brilliant (I have had a test drive of a Model S) and is claimed to be way ahead of competitors. But other auto makers are fast catching up. Announcements by the UK Government that no diesel, petrol or hybrid vehicles can be sold after 2035, or even 2032 as the UK seems to be making decisions on the hoof on this matter, and by EU directives that promote the sale of zero emission vehicles has meant that everyone has realised the future is electric. That’s even if there are doubts about the grid capacity and how people will recharge them. As a result there are plenty of new electric vehicles from major car manufacturers being announced.

But I have decided not to purchase or short Tesla shares. There is one simple reason why. It’s basically a bet as to which car manufacturer will end up the most successful and make real money as a result. It’s not even a “binary bet” as there are many horses in the race. I simply have no clue as to which will be the winners or losers. So it’s not the kind of investment I like. It’s for speculators not investors.

There was a very relevant quotation repeated by Kate Burgess in the FT yesterday on this subject. Apparently Warren Buffett said “The wise bet in the early days of cars was to short pony traps rather than try to pick the winners”. So sell Shell and BP perhaps, although that might be a simplistic analysis as they are involved in gas and plastics production also. But you should disregard BP’s claim to be zero carbon by 2050 – it’s only window-dressing. Instead buy software companies and battery manufacturers or those helping to develop automated vehicles such as AB Dynamics (ABDP).

For more analysis of Tesla you could also read the latest edition of Shares magazine who have an article headlined “Why Tesla shares can’t continue to motor”. It covers the arguments for and against the company in some depth.

A second reason for not investing in the company is that this is clearly a stock that is very heavily researched by institutional investors, even if they have ended up with contrary opinions. How could I as a private investor without a big team of researchers behind me hope to come to better conclusions? I may find it better to simply rely on funds/trusts who are holding the company (Scottish Mortgage has a big stake in Tesla for example). They can also follow the company closely when I cannot.

I find it easier to make money as a direct investor in companies in smaller or mid-cap stocks. I often get wrong-footed by the changing views of big company analysts.

Which brings me onto the subject of the ShareSoc seminar I attended on Wednesday (12/2/2020). These events focus on smaller companies so they tend to be a very mixed bag. I will give some impressions of the companies presenting this week:

DX Group (DX.): This is a parcels and document delivery service. In 2015 it hit difficulties after a failed strategy and the next two years saw big losses. It’s been in turnaround mode since and is at least making profits now on an EBITDA basis. But bottom-line profits and positive cash flows are still in the future. They seem to be investing a lot in improving IT support and in other areas to improve quality of service which seems to be the only thing that might differentiate them from competitors.

My conclusion: insufficient differentiation from competitors and still weak financial fundamentals (e.g. low current ratio even excluding subscription liabilities) so the future may be bright but is it really “well-placed…..” as a FinnCap note on the company says. Document delivery is a declining market and I doubt they can fix that, and the freight market is fragmented with lots of competitors. The management who presented made a good pitch and they have experience of turning around a similar business so there are some positives while parcels will always need physically delivering but there are too many negatives at present I suggest. But some investors like recovery stories.

Diaceutics (DXRX): This company is a data analytics and implementation services company which services the global pharmaceutical industry. It provides diagnostic services which are very important for developing and applying personalised treatments, or “precision medicines” as they are sometimes called. It is primarily service based, with projects being sold to pharma companies but is it also now developing a “platform” which will contain patient data. This is effectively a “big data” model which is one of the hot buzzwords of late.

The presentation was short on financial information – like a lot of those from pharma companies the approach was to sell you on what they can do to cure the millions of cancer patients by developing better treatments. It’s the “gold at the end of the rainbow” syndrome. Looking at the financial profile they are making profits but the prospective p/e is sky high. Clearly punters (or should I say investors) in the shares think they will be a winner.

But I can’t say I was convinced by the presentation. There are also other companies that seem to be developing platforms to hold/analyse patient and drug data such as Open Orphan and Renalytix AI plus no doubt some US organisations. I would need to get a much better understanding of what they were developing and how it was differentiated from competitors, before investing in the company as it was certainly not clear from the presentation. There was also no indication of how they would make money from the new “platform” while I don’t generally like project based businesses.

SDI Group (SDI). Formerly called Scientific Digital Imaging, this is a company I hold but had not seen them present before. The company is a conglomerate of small technology businesses which it has acquired in the last 5 years (11 in all). All the acquired companies are profitable. Mike Creedy, the CEO, was the lead speaker and he is clearly an energetic person. He spoke rapidly.

The business model is similar to Judges Scientific – buying small companies in niche sectors cheaply and then letting them run independently with the management retained. Only treasury functions are centralised.

They like to buy businesses on 4 to 6 times EBIT and have done placings to finance the deals. Private shareholders can be left out as they don’t have time to do open offers although they have used Primary Bid to raise money in the placings.

They don’t do significant business in China where they operate through distributors which is a common question of late. The company has no significant patents or other IP.

The company has been widely promoted to private investors and hence has become highly rated. Only recently has the share price fallen back slightly, but it still reflects a lot of growth expectations. Perhaps the key question that comes to mind is “how many small companies can be acquired before the whole company becomes unmanageable”? There does not seem to be much synergy between the acquired businesses so the company is really a financial construct that needs to keep acquiring to grow profits. Using highly rated equity to buy more lowly rated companies is a good way to grow profits. But other than that I did not identify any concerns.

NVM (Northern VCTs). Charles Winward then spoke about the Northern VCTs who are currently raising more equity. The Northern VCTs are managed by NVM who were recently acquired by Mercia. I hold shares in the Northern VCTs and have written about their past performance previously.

Mr Winward covered his background in early stage development capital which is now important with the changed rules for VCT investment. He was also a director of Tracsis for a number of years which has been a very successful small cap technology company which I hold. Apparently it was not always a smooth ride there, which is news to me, but which reflects the typical problems of early stage businesses.

He suggested that the returns on development capital were improving – it is no longer an area in which to lose money. Comment: this probably simply reflects the valuations being put on early stage companies when they are still loss-making rather than some great improvement in profitability. Hope is being valued highly of late.

The valuations of Tesla (who have just raised another $2 billion via an equity placing) and Diaceutics are a reflection of the current market view of the future prospects of technology companies.

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

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Coronavirus Impact on Supply Chains

There was an interesting review by Paul Scott in his Stockopedia Small Cap Report of the impact of the Coronavirus on Chinese supply chains yesterday. As readers are probably aware, many companies have shifted the production of electrical and mechanical products to the Far East in the last 30 years. Paul covered announcements from three companies who may be affected by problems of production or transport in China – namely Up Global Sourcing Holdings (UPGS), Tandem (TND) and Volex (VLX). All three companies made announcements yesterday that gave some coverage of the issue.

Up Global, producer of branded household products. said that the majority of its manufacturing was in China. The extension of the Chinese New Year holiday is expected to cause production delays but it gave positive noises about having experience of similar disruptions in the past.

Tandem, a distributor of leisure and mobility equipment (e.g. cycles), said the virus outbreak was restricting the movement of raw materials and labour throughout China and had been delaying orders. They said they had no ability to forecast how big or how long the problem will last.

Tandem was already on a lowly valuation before this and had even been tipped by some investors as due for a re-rating, but has now slipped back to a historic p/e of about 6. Amusingly the departing Chairman who is leaving after ten years at the helm had some negative things to say about internet posters and suggested that the change in the share price during his tenure from 110p to 205p should not be disparaged. But is that good enough? It actually equates to a growth in the share price of about 5% per annum which is not what I like to see in any small cap company with growth ambitions. Sure investors have also received generous dividends but the share price went nowhere for a long time in that period.

Volex said it had four manufacturing plants in China and although they are not in Wuhan only one of the four sites has resumed operations at a reduced capacity. The Volex share price has also been on a roll of late after the company was rerated by analysts and tipped by various sources, but has now fallen back recently. As with the other companies, details provided are sparse, but that may simply be because the companies do not know the impact in detail or have any good view of the future. But Paul Scott criticised all of them for just providing “bare, disjointed facts, with zero interpretation”. It certainly makes it difficult for investors to decide whether to hold on or bale out.

It definitely appears that the vigorous steps taken by Chinese authorities to halt the spread of the disease is disrupting supply chains and my guess is that they are likely to do so for some time. Investors in companies that rely on such supply chains from China, particularly of the “just-in-time” variety need to consider what the impact might be. But it also seems likely to me that the virus will spread outside China and have some impact worldwide. But the actual impact on commercial operations might be small. The likely deaths might be tragic but it seems no worse than any other flu epidemic and we might simply learn to live with it. The best hope is probably the development of a vaccine before the disease becomes very widespread.

In the meantime, I won’t be buying shares in the aforementioned companies until the picture is clearer (and I don’t hold them already).

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

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Rio Tinto Requisitioned Resolutions – Paranoia Exemplified

Yesterday (7/2/2020), Rio Tinto (RIO) issued an announcement which said that resolutions had been requisitioned by shareholders for the Annual General Meeting in May of Rio Tinto Ltd. Note that Rio Tinto has a rather peculiar corporate structure.  Rio Tinto plc and Rio Tinto Limited established a dual listed companies (DLC) structure in 1995. As a result, the two companies are managed as a single economic unit, even though both companies continue to be separate legal entities with separate share listings and share registers. We may see similar resolutions for the UK Plc company in due course as the resolutions might require a “Joint Decision”.

The first resolution is a Special one that seeks to amend the Constitution to give shareholders the right to pass ordinary resolutions that give the directors an opinion on how they should exercise their powers. But it is only an “advisory” resolution and appears to be more aimed at supporting or enabling the second resolution.

The second resolution is an Ordinary one and is worded as follows: “Shareholders request that the company, in subsequent annual reporting, disclose short, medium and long-term targets for its scope 3 greenhouse gas emissions (Targets) and performance against the Targets, consistent with the guidance of the Task Force on Climate-related Financial Disclosures. Targets should reflect decarbonisation pathways for the company’s products in line with the climate goals of the Paris Agreement”.

Readers might not know what Scope 3 emissions are, but as this issue recently came up at a local council meeting which I attended, I do know something about them. Scope 3 emissions are all indirect emissions that occur in the value chain of the reporting company, including both upstream and downstream. That’s as opposed to Scope 1 emissions which are direct emissions from owned or controlled sources and Scope 2 emissions which are indirect emissions from the generation of purchased energy.

Reporting of Scope 3 emissions would require a company to identify all the emissions made by suppliers and customers and even include such emissions as from staff travel to work. A company will in practice have no control over most of those emissions and obtaining the required information might be very difficult.

It’s basically a pointless and expensive exercise to impose such an obligation on any organisation whether it’s a major international company such as Rio Tinto or my local council, but there are many people who would like it done.

This is surely a demonstration of the extreme paranoia that is gripping the world at present over CO2 emissions with the concern that such emissions are contributing to global warming. Even it that is the case, and that argument is far from proven beyond doubt as there are other credible explanations, there is no financial justification for imposing such reporting obligations on companies. It will simply have no impact on CO2 emissions. It’s bad enough that companies such as Rio now have to report Scope 1 and 2 emissions, which incidentally are falling but not very rapidly. Note: please don’t start an argument with this writer about the reality of global warming and its threat to destroy the world. I do not have the time to explain the science of the matter to you. There are plenty of good internet resources on the subject.

As a shareholder in Rio I advise other shareholders to vote against these proposed resolutions at the company.

It seems likely though that the coronavirus outbreak in China might have a significant impact on CO2 emissions. Businesses are shutting down there and imports of oil/gas and other commodities are falling. China consumes half the world’s metals and prices have been falling as a result. It’s hardly surprising that the share price of Rio has been falling of late also.

The coronavirus threat and other similar plagues are probably more a threat to humanity on a global scale than any slight rise in the temperature.

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

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