Category: Laws & Regulations

Should ISAs Be Simplified? And AJ Bell Results

This morning AJ Bell announced their interim results. It is one of the UK’s largest investment platform operators and has been very successful at growing its customer base through having low charges and a simple user interface, particularly for SIPPs.

Customers grew by 7% in the platform business and overall revenue was up 37% with profits up 61%.

But the CEO has promoted the idea of simplifying the ISA regime. He says “Over the years a once simple product has fragmented into multiple versions with different rules and benefits. In proposals presented to the Chancellor, we have outlined a system which combines the many current versions into one ISA product that would be easy for people to understand and would encourage more investment”.

I am all in favour of that proposal. The financial world is complex enough and the different ISAs can potentially confuse and discourage new investors.

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

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Young People’s Poor Knowledge of Investments

The AIC published an interesting press release last week. It was headlined “Young people more aware of cryptocurrency than any other investment”.

Young people they class as those aged 20-40 but it shows an astonishing ignorance of different types of investment. Even more astonishing is that they rely on web searches, Instagram, YouTube, Facebook and Twitter as sources of financial information.

Some 70% of survey respondents were aware of cryptocurrencies such as Bitcoin, but only 18% of investment trusts.

The fact that most of these media that young people reply on are motivated by the desire to sell something to investors shows how easy it is for young investors to get misled. You can see why new investors are so easily sucked into speculative investments of one kind or another.

See https://www.theaic.co.uk/aic/news/press-releases/young-people-more-aware-of-cryptocurrency-than-any-other-investment for the full press release.

How to solve this problem? Education if one key and at a young age. But anything taught in school at age 15 will soon get forgotten, and be swamped by clever marketing by financial promoters.

ShareSoc has been working on this issue via their “Investor Academy” (see https://www.sharesoc.org/investor-academy/ ) but it does not seem to be having a great impact so far. There is little incentive to learn.

The only way I can see this state of affairs improving would be if investors had to pass a qualifying examination before they could invest in some types of investments. Having “health warnings” on cryptocurrency investment schemes is not enough.

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

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IBPO Delisting – A Bloodbath for Investors

There was an interesting discussion last night at the Mello meeting on the recent announcement of a delisting from AIM of iEnergizer (IBPO). IBPO is controlled by 83% shareholder EICR (Cyprus) Ltd whose major shareholder is Anil Agarwal. So he will have no difficulty passing the required 75% votes for delisting.

Unlike common practice, there is no offer to take out the smaller shareholders at a fair price. The share price dropped precipitately on the announcement but has bounced back this morning. This seems to be on the hope that the dividends will be maintained and just one year’s dividends might pay for the shares.

I personally would not bet on that because there are many ways a controlling shareholder can take out value from a delisted company.

I have been a holder of delisted AIM shares in the past and one such case did end happily after a few years but others did not. The key is to avoid investing in companies that could put you into such difficult positions. Prevention is better than cure (the company is registered in Guernsey so should be subject to the Takeover Panel Code which might help but trying to block a dominant shareholder from doing what they want to do is very difficult).

I covered some of the warning signs in my book Business Perspective Investing. These are a couple of extracts from it:

Large or Small Director Share Stakes

Common abuses of corporate governance codes happen when one or more directors have a controlling stake in the business, i.e. own more than 50% of the equity. Even owning 40% usually means they can win any vote and effectively have control.

One danger of such large stakes is that they might be tempted to take a company private if they think the shares are undervalued or they are simply fed up with sticking to the rules required of public companies.

On the other hand, it is important for directors to have a significant interest in a company’s shares so as to align their interests with that of other shareholders. Having a substantial interest provides a powerful incentive to promote the success of the company.  This particularly applies to executive directors but even non-executive directors should have a non-trivial shareholding. It’s even better if the directors acquired their share stakes by purchasing shares in the market rather than simply being a beneficiary of nil-price share option scheme awards.

Share stakes of directors should be big enough to be meaningful and to provide good incentives but not so large that they can dominate the board and other shareholders.

Company Domicile

Where a company is registered is definitely worth checking because it affects the laws under which the company operates. Even in those more developed countries with stronger traditions of protecting investors, e.g. the USA, you may find that there are differences between states. Delaware is generally viewed as more friendly to companies and their management than to their investors.

UK listed companies whose operating base is overseas may not be subject to the Takeover Panel Code (an important protection for minority shareholders), and can often create legal difficulties when wrong-doing needs to be pursued.

It is unfortunately a fact of life that some countries are viewed as protecting investors better than others. For example, when problems with Chinese AIM companies arose in recent years, many investors found it was difficult to enforce their rights in law or take action against errant directors.

In general, for UK listed companies, any domicile outside the UK adds to the risk of investing in a company. Domicile in the Channel Islands or Isle of Man is also not ideal [because company law is different and any shareholder meetings are likely to be held there thus discouraging attendance].

You might ask yourself why did this company register in the Channel Islands? There may be tax reasons why property companies/trusts do so but IBPO is not one such.

Another big question to ask is “do you trust the directors to act in the interests of all shareholders rather than just their own interests?”. Their recent actions clearly answer that question.

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

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Lying for Money – Book Review

With the long bank holiday I managed to finish reading the book “Lying for Money” by Dan Davies. This is one of the best books I have read on fraud.

It covers the history of fraud through the ages including most of the great cases and the most recent big ones. Fraud is still rampant despite many of the obvious ways it can be executed blocked by better laws in the last 100 years. For example, the FCA announced last week that three individuals have been convicted and sentenced to a combined 24 years for an “all-or-nothing” investment fraud. Punters were persuaded via cold calling to invest in binary options via a sophisticated online platform that appeared to show their funds being traded, however, this was manipulated to show trading activity when there was none.

His Honour Judge Hehir, remarked that ‘[BMG] was no more than a money-making machine, which operated to transfer as much of its unfortunate customers’ money into [the defendants’] pockets as possible’. ‘All 3 defendants were a loose confederation of criminally minded associates’ and ‘equally responsible’. He stated that they lived a lavish lifestyle from the money and often misery of the victims, including large cash withdrawals, expensive foreign travel, cosmetic dentistry, online gambling, property purchases, a wedding reception and partying in nightclubs. Binary options have subsequently been banned for retail investors.

There is a particularly good chapter under the heading “Cooked Books” on stock market fraud. These paragraphs are from it: “There are many reasons one might want a crooked set of books — to present an image of financial soundness to the victim of a long firm, for example, or to pretend that a sum of money has been spent honestly rather than embezzled. But the most common one is that you want to show your crooked accounts to investors so that they give you money. For this reason, any discussion of accounting fraud needs to be put in the context of stock market fraud, because one is usually the point of the other. With that in mind, here’s how one steals money by lying to the stock market.

A public financial market provides the same service to liars that it provides to honest businesses — it converts stories into cash. If you own a profitable enterprise in an economy with functioning stock markets, you hold a form of ‘Supermoney as the fund manager and auditor George Goodman noted in a book of that name. Super how? Not only does the business provide a steady stream of income; the stock market offers a way to acquire and spend years of future profits before you make them”.

If a company is trading on a prospective p/e of 30 then it is multiplying its future profits by 30 in terms of market capitalisation.

This book should be essential reading for all investors and for all auditors as it covers the most common types of frauds. Does the book help you to spot frauds? Perhaps in that there are often warning signs. Such as high growth rates and consistently better financial performance than similar competitors (Madoff investment funds or Patisserie Valerie).

But here is one warning in the book: “Small investors in the stock market legitimately expect that they ’re going to have a chance to make a profit; if, instead, they’re systematically going to be filled up with the duds, then they are going to find something else to do with their savings and/or gambling money. And even in the modern world of huge fund managers and high-frequency robot traders, retail investors are more important than you might think.

Retail investors have one hugely attractive property when considered by a professional – they’re dumb money. Not only are they unlikely to have private information, a lot of the rime they haven’t taken care to consider all the public information. When the party on the other side of the trade is a small investor (or a lot of orders from small investors all over the country, ‘bundled’ by a retail stockbroker), you can be reasonably sure that you’re not taking too big a risk that the person selling stock to you knows something about it that you don’t.

This makes retail orders very valuable to the market. One of the reasons why stock brokerage commissions are so cheap these days is that retail brokers have actually realised how valuable they are. They charge a quite substantial fee to players like the high-frequency traders for the privilege of dealing against their order flow, and they rebate some of this fee to their customers. But the retail orders would eventually dry up if the customers lost too much or felt that they weren’t being given a fair chance. And without a steady flow of ‘dumb money’ lubricating the wheels, the professionals would find it a lot harder to trade, as they’d always suspect each other’s motives for buying or selling”

The book is an easy read and does not get too bogged down in the technicalities of fraud (even the complexities of VAT carousel fraud). Most frauds are quite simple in essence – lying about assets, revenues or profits.

Altogether a highly recommended book of 300 pages.

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

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Parliamentary Petition and Rio Tinto AGM

A new Parliamentary petition has been raised to give all shareholders a voice by bringing Company Law into the 21st Century. It includes the requirement to make email a requirement for shareholding registration which is an important way to improve shareholder communication both from and to shareholders.

See https://petition.parliament.uk/petitions/636051 . PLEASE SIGN IT!

Today I watched the Annual General Meeting of Rio Tinto Plc (RIO) – all two and half hours of it. I no longer attend meetings in person, particularly FTSE-100 company ones, due to physical incapacity and an unwillingness to be bored.

The Chairman said they are now more aligned with societal aspirations and have a critical role to play in energy transition. But there are environmental dilemmas arising in a critical industry. It was later mentioned that the world needs to produce more copper in the next 20 years than has ever been produced! They cannot overstate the scale of the challenge.

There was an interesting precis of the history of this 150-year-old company. The company had a Return on Capital Employed of 25% last year but has not always been so careful about its capital investment as one shareholder pointed out who was concerned about rising debt levels.

Most of the questions from attendees, including those on-line, referred to local issues in Arizona, Serbia, Australia and Mongolia, particularly environmental protection issues. The Chairman seemed to handle them well and the meeting was generally well run. There were no surprises.

I am happy to continue holding the shares. Current forecast p/e is 8.5 and dividend yield 7.4%.

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

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A Digital Pound – Do We Need It?

Anyone with an interest in the financial world should take a look at a consultation paper issued jointly by the Bank of England and HM Treasury on proposals for a “Digital Pound: A new form of money”.

A digital pound would be a new form of digital money for use by households and businesses for their everyday payments needs. As part of the wider landscape of money and payments it would sit alongside, not replace, cash – a digital counterpart to familiar, trusted banknotes and coins, subject to rigorous standards of privacy and data protection.

Unlike crypto assets and stable coins, the digital pound would be a central bank digital currency or CBDC – sterling currency issued by the Bank of England and not the private sector.

As the Paper says: “This is part of the Government’s vision for a technologically advanced, sustainable, and open financial services sector that is globally competitive and acts in the interests of communities and citizens, creating jobs, supporting businesses, and powering growth across all four nations of the UK. A UK central bank digital currency – a ‘digital pound’ – would be a new form of digital money for use by households and businesses for their everyday payments needs.

A digital pound would help to ensure that central bank money remains available and useful in an ever more digital economy, continuing to bolster UK monetary and financial stability while safeguarding the UK’s monetary sovereignty in a changing global financial system. Any future digital pound would be a major piece of national infrastructure which would likely take several years to complete. Its launch would require deep public trust in this new form of money – trust that their money would remain safe, accessible, and private”.

But do we need it? Our money is already digitised. Banks do not hold stacks of paper bank notes or gold coins. Our bank holdings are simply records in digital ledgers. We can make digital payments by simply instructing our bank to do so, or by using debit/credit cards or phones.

Introducing a central bank digital currency would introduce privacy and security risks which might have much wider impacts than individual banks at present.

But relying on commercial organisations to provide open payment systems when they might prefer to build private monopolies is a risk that should be avoided.

The consultation paper does provide a good overview of the existing use of money and payment systems.

One aspect of the proposals is that there should be quite low limits on the amount of digital pounds that any one person could hold (as little as £5,000 or up to £20,000). It is not clear why there should be such a limit.

I have not personally responded to this consultation but readers may care to do so.

Consultation Paper:  https://www.gov.uk/government/consultations/the-digital-pound-a-new-form-of-money-for-households-and-businesses

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

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Woodside Energy Results and Climate Report

Woodside Energy (WDS), an Australian gas and oil producer, issued their results this morning. I hold some shares in the company as a result of my holding in BHP when WDS acquired their oil interests.

The financial results were very positive helped by “realised prices” for their products increasing by 63%. They are continuing to expand production so as to meet demand.

Alongside their results they issued a 65 page “Climate Report” which explains what they are doing to control carbon emission. This is similar to other reports produced by major oil/gas companies and attempts to justify their actions in the face of those who would like to see all oil/gas production shut down.

This is what their CEO had to say: “As we have seen in the wake of the invasion of Ukraine, significant volumes of gas and other fossil fuels cannot simply be removed from our energy systems without consequence, let alone be switched off altogether overnight.

We need all options on the table if we are to successfully change the way we produce and consume energy and limit global temperature rise.

Energy security and the energy transition therefore should not be seen as alternatives. It is increasingly clear that they both require effective management and substantial investment.

In the Asia Pacific region, major economies such as Japan remain clear that they need Australia to continue as a secure, affordable supplier of energy, including liquefied natural gas (LNG). Investment in new LNG supply can help meet demand at affordable prices. And LNG can help Asia to decarbonise, for example by replacing coal, supporting renewables, and in hard-to-abate uses.

There have been reasons for optimism during 2022. The energy crisis has not deflected the world’s resolve to meet the goals of the Paris Agreement, which were reaffirmed at the Sharm elSheikh climate summit in November. Major economies introduced supportive new policies, such as the United States’ Inflation Reduction Act, and Australia legislated its climate targets.

But this is not uniform. The public discourse on the energy transition can be polarised and ideological, particularly in Australia. We believe this is to the detriment of careful analysis of climate science and delivery of practical solutions. We seek to rebalance this through this report and our broader advocacy”.

Comment: This seems eminently sensible and I will be happy to support the company’s position on this. I am likely to continue holding the shares while many institutions dump them in the face of ESG concerns.

On another subject, the FT has today reported that City of London Minister Andrew Griffith has attacked the impact of the Financial Conduct Authority’s consumer duty measures. He suggests that it could damage the sector and trigger a wave of spurious lawsuits.

I agree and said it was a complete waste of time and would add substantially to the costs of financial services firms which they would pass on to consumers. See my consultation response here: https://www.roliscon.com/Consumer-Duty-Consultation-Response.pdf

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

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FCA Sloth on Woodford Funds Compensation

The Financial Conduct Authority (FCA) have published a statement on what is happening on obtaining action and compensation from Link Group over the demise of the Woodford Funds.

They state: “Update on potential enforcement action against Link Fund Solutions. We are in advanced confidential discussions with Link Group and LFS to determine whether the FCA’s proposed enforcement action against LFS can be resolved by agreement. To assist a potential resolution, the FCA has provided time for Link Group to realise assets, including Link Group held assets, to meet the FCA’s concerns”.

See full announcement here: https://www.fca.org.uk/news/statements/update-potential-enforcement-action-against-link-fund-solutions

Comment: The Woodford Equity Income Fund was suspended in 2019 when it became apparent that the fund’s holdings were way too illiquid and could not meet likely redemption requests. It has taken over three years for the FCA to enforce any action against Link who were allegedly responsible for failing to regulate the fund managers.

The wording of the announcement hardly suggests a vigorous action to force Link to pay compensation to investors and soon. The FCA is too slow and ineffective as usual. Why should they be seeking “agreement”? They should be laying down the law to force compensation. It could be another few years before this is resolved while many elderly investors might actually die in the meantime.

Note: I have never held an interest in any Woodford funds. I would advise those who did to register with the ShareSoc campaign for legal action. See: https://www.sharesoc.org/campaigns/woodford-campaign/ . Relying on the FCA is pointless.

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

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Unreasonable Dividend Replacement Charge

I have been a holder of shares in Diploma Plc for some years. As a personal Crest member I have been happy to receive dividends in the form of cheques. But registrar Computershare have decided that they will only be paying dividends via bank transfer in future. So they sent me a “Dividend Mandate and Claim Form” to enable me to submit my bank details which I duly completed and returned (I have no objection to receiving dividends that way because the postal service is not reliable now with strikes happening and my local bank has closed also).

But now Computershare are requesting an Administration Fee of £63 “in order to issue a replacement payment”. But no payment was ever issued so I have refused to pay. This is not the same as the situation where a cheque is issued but then lost.

Computershare also do not seem to understand that if a new holding is purchased via a personal (sponsored) Crest account or in certificated form, there is no way to record bank payment details unless they ask for them.

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

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BP Results + BEIS Restructure

BP (BP.) produced some great financial results yesterday and the share price rose 8% on the day and is still rising. Other oil companies rose in unison. What I particularly liked as a holder was the improvement in Return on Capital which is forecast to grow to 18% in 2025 and 2030. This is after many years of quite mundane returns when I judge such a metric to be a key factor in any investment decision.

With increasing share buy-backs and dividend increases you can see why shareholders are happy. Their view might also have been affected by the following comment from the company CEO: “It’s clearer than ever after the past three years that the world wants and needs energy that is secure and affordable as well as lower carbon – all three together, what’s known as the energy trilemma. To tackle that, action is needed to accelerate the transition. And – at the same time – action is needed to make sure that the transition is orderly, so that affordable energy keeps flowing where it’s needed today”.

He is in effect saying that BP will continue to invest in oil/gas production while also investing in “transition growth engines” which includes “bioenergy, convenience and EV charging, hydrogen and renewables and power”. Production of oil/gas will be around 25% lower than BP’s production in 2019, excluding production from Rosneft, compared to the company’s previous expectation of a reduction of around 40%. BP correspondingly now aims for a fall of 20% to 30% in emissions from the carbon in its oil and gas production in 2030 compared to a 2019 baseline, lower than the previous aim of 35-40%.

It is good to see that reality has crept into their plans and forecasts. But the company’s results are clearly very dependent on the price of energy whose cost has shot up sharply because of the war in Ukraine, There is a worldwide energy shortage and investors should keep a close eye on trends in that market if they hold companies such as BP and Shell.

There was an amusing post on Twitter by Philip O’Sullivan pointing out that the Annual Report of Shell in 1944 was all of 8 pages long – see first page above. Last year it was 359 pages!

That would be a good example for Shell and other companies to follow when annual reports are now way to long and voluminous in most cases. This is partly down to increased regulation and expanded accounting standards driven by increases in bureaucracy emanating from the Government BEIS Department  (“The Department for Business, Energy and Industrial Strategy”). For many years this used to be called the Department of Trade and Industry (the DTI) before politicians decided it was a good idea to rebrand it.

Now the Government has decided to split it up into three new Departments to be called “the Department for Science, Innovation and Technology, the Department for Energy Security and Net Zero, and the Department for Business and Trade”. What the benefit of this restructuring will be is not at all obvious and the name “Department for Energy Security and Net Zero” is a particular oxymoron as aiming for Net Zero is not going to improve energy security.

The downside is likely to be another year of musical chairs for civil servants in these departments when one of the issues is lack of continuity of expertise in specialist areas of government such as company law and stock market regulation.

Shuffling responsibilities does not help.

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

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