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  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

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  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

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

Stock Market Rally and Improving Market Regulation

The free trade deal with the EU has finally been settled. It just needs passing in the UK Parliament and ratification by the EU which is expected to occur without difficulty. Boris Johnson has good reason to celebrate because he has achieved almost all his objectives and got a deal that many thought would be impossible. From the 1st January, when the EU exit “transition period” ends, we will no longer be subject to EU laws.

This is a very satisfactory outcome so far as I am concerned as we will escape the horrible bureaucracy of the EU and once again be a truly independent nation. EU laws will not automatically be translated into UK law. We will maintain alignment on some matters such as labour rights, but we will have the ability to diverge to some extent. And there is an agreement on a new framework for the joint management of fish stocks which was being argued about until the last minute apparently.

For the UK, it gives us potential opportunities such as trade deals with other countries that we could not do as part of the EU. This is truly a historic moment in history and should reinvigorate UK politics. 

All we need now is to get the Covid-19 pandemic under control. To quote Judy Garland from the film “Meet Me in St. Louis” which I watched yet again over Xmas: “Have yourself a merry little Christmas, next year all our troubles will be out of sight…”. Let us hope so.

The AstraZeneca vaccine has been approved by the UK regulator so a massive expansion of vaccinations is now expected to commence. It is hoped this will control the epidemic by the spring. The stock market continues to rise based on the positive Brexit free trade deal, the vaccine news and a massive stimulus to the US economy by the Government sending cheques to everyone. My portfolio is now ahead of where it was at the start of the year which is somewhat surprising after such a turbulent year – more analysis may follow when I have done my full end of year analysis which takes me some time. Some shares were so buoyant of late, particularly investment trusts where discounts have narrowed, that I sold a few shares this morning. (P.S. – only from ISAs where no tax on the gains will be payable. Trading investment trust shares on short term horizons is rarely a good idea).

On the issue of stock market regulation, there was an article in this week’s Investors Chronicle by James Deal, the COO or Primary Bid. That company aims to enable private shareholders to take part in share placings from which they are normally excluded. As such placings are often at substantial discounts to the market share price, private investors miss out. They also get diluted.

The article mentions the £8 million cap on “undocumented” deals (i.e. ones without a prospectus) imposed by the EU’s Prospectus rules. The writer says “Brexit affords policy makers an opportunity to revisit this cap”. That’s one of many EU Directives that have been translated into UK law in the last few years. The Shareholder Rights Directive is another one that has been poorly thought through in terms of applicability to UK investors.

EU Directives are frequently excessively complicated as a result of trying to meet the needs of 27 EU countries all with different financial traditions. Let us hope that Brexit enables the UK to look again at many aspects of stock market regulation and the rights of individual shareholders.

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

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

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

Ideagen Placing

Ideagen (IDEA) announced a placing of shares yesterday at 4.50 pm, i.e. after the stock market had closed. I predicted the placing in my previous blog post on the 3rd December and it was obviously common knowledge that one was about to take place.

They also announced an offer via the Primary Bid platform at 4.53 pm yesterday which did potentially make it accessible to private shareholders. But you would have had to move very quickly because this morning at 7.00 am the results of the placing and Primary Bid offer were announced and the offer was closed.

Note that I do not consider this arrangement to be an acceptable alternative to an Open Offer for individual shareholders. It simply does not provide enough time for shareholders to consider the offer and locate the required cash.

It is also not a good idea to have knowledge of the placing becoming widespread before it is announced. I suggest that when placings are being hawked around the market, that the shares are suspended to avoid market abuse.

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

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

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

Invinity Open Offer, Ideagen, and AJ Bell Results

I have recently taken a strong interest in those shares that are involved in electrification of the world. It’s not just the UK Prime Minister who wants to save the world from global warming and air pollution with Joe Biden likely to be much more environmentally conscious than Donald Trump. Those companies or trusts that are involved in alternative energy sources such as wind and solar, and systems to manage the fluctuations they impose on the grid, are of particular interest.

One such company is Invinity Energy Systems (IES) who announced a placing and open offer this morning. This was a company that was mentioned at a recent investor discussion group I attended and I did some research into it and bought a very few shares.

It produces vanadium flow batteries which are typically large batteries used in large energy storage projects. They are alternatives to lithium-ion batteries which have limitations and lithium is a relatively rare element that we might run out of or it might become very expensive. Vanadium is the 20th most abundant element in the earth’s crust and is mainly used in steel making at present. Vanadium flow batteries have advantages in that they can be cycled many times, have a 25-year lifetime, with no risk of thermal runaway and are cost competitive. They have been around for many years but not in high volume production mainly because they are bulky and hence only suitable for certain applications – Invinity plan to change that. It’s still a relatively early stage business but it seemed worthy of a punt as their sales prospects, of which details are provided, look promising.

Their placing is at a discount of 8% to the pre-placing market price and dilution is only 16% so I consider that acceptable and the other good aspect is that they are including an “open offer” so existing private shareholders can participate.

For those interested in the environmental sector the following shares may be of interest (Note: I hold some of these): Gore Street Energy Storage Fund (GSF), Greencoat UK Wind (UKW, Gresham House Energy Storage Fund (GRID), Impax Environmental Markets, (IEM), Octopus Renewables Infrastructure Trust (ORIT) and The Renewables Infrastructure Group (TRIG). Some of these are effectively private equity trusts that invest in storage systems, windfarms and solar power installations. Much of their revenue comes from guaranteed prices for power supply and their assets are valued on a discounted cash flow basis. This enables them to pay high dividends with some capital growth but they are currently typically trading at a high premium to net asset value as they have grown in popularity as good reliable dividend payers have disappeared from the market. Whether the assets are fairly valued is anyone’s guess and clearly it depends on what discount rate is used – never an easy thing to determine in DCF calculations.

There is a lot of enthusiasm for these companies in the market at present so readers need to decide whether it is a bandwagon that will fade or grow stronger.

Last night I attended a webinar on Ideagen (IDEA) run by ShareSoc. I have held this company since 2012 and it has been highly profitable but one aspect I am unhappy with is that they regularly do placings, typically to fund acquisitions, but never include open offers, so I have been diluted. As Chairman David Hornsby said last night, they do at least only do placings at near the market price, but I am not convinced that is a good excuse. Market cap of Ideagen is £500 million while that of Invinity is £138 million so if Invinity can include an open offer why cannot Ideagen?

From David’s other comments it seems they are planning a placing to enable them to do more acquisitions to meet their growth plans. That might be why the share price has been drifting down of late as expectations of this have become known.

AJ Bell (AJB) announced their final results this morning (they run the YouInvest platform). Revenue was up 21% and pre-tax profit was up 29% but on a forecast p/e of 48 according to Stockopedia for next year the price is clearly discounting more growth but there must be limits on how much market share they can grab.

One interesting item mentioned in the AJ Bell announcement was that the FCA has delayed implementation of the “Making Transfers Simpler” rules due to the Covid-19 epidemic. The new rules were designed to make transfers between platforms easier so as to encourage a more price-competitive platform market. Let us hope these changes are not abandoned although AJ Bell mention they feel the new rules could be improved and have made alternative suggestions.

As anyone who has moved an ISA or SIPP between platform operators knows, it takes way too long and is too expensive. The FCA’s new rules may have helped in some regards but are not a total solution.

At least AJ Bell have substantially reduced their exit charges in their new price list effective from January. They have made a number of other changes to their prices which overall do not seem unreasonable and they will remain competitive.

Platform operators have generally been edging up their prices as the interest they receive on client cash has disappeared as interest rates have shrunk while regulatory costs have increased. This has also undermined the few “free dealing” platforms that wanted to conquer the UK market like Robinhood have done in the USA with commission free trading. Operators such as Freetrade were potentially a threat to AJ Bell but with the former offering only a limited service that threat seems to be receding.

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

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

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

Babcock Dividend, Ocado Placing, AGM Reform and Why Are People So Angry?

To follow up on my previous blog post about Babcock (BAB) and the possibility of it “skipping” its final dividend, the company issued its Final Results this morning and spelled it out. This is what it said about the dividend: “Given the current level of uncertainty over the impact of COVID-19, the Board has decided to defer the decision on our final dividend for the year ended 31 March 2020. We recognise the importance of the dividend to our shareholders and the Board will keep this under review during the financial year as the impact of COVID-19 becomes clearer”. That is not what Shore Capital suggested at all.

Although the company appears to have met forecasts for last year, and says it has a record order book, the share price has fallen 5% at the time of writing. The market in general is down considerably also though.

Ocado (OCDO) announced an institutional placing yesterday together with an offer via Primary Bid to retail investors. Like the one for Segro I commented on yesterday, this is a fund raising for expansion and is at a relatively small discount and dilution. These arrangements are now becoming common but I still don’t like them. They give private investors very little time to decide whether they wish to take up the offer and they do not know what price is being offered. As a holder of Ocado, this is another one I declined to invest in. Ocado share price is down 5.7% this morning at the time of writing which is exactly the same as the discount in the offer to the previous closing price, i.e. you could pick up shares in the market just as cheaply. I suggest companies should do proper rights issues rather than this dubious method and that the FCA should regulate this area more robustly.

There was a good article in the Financial Times today under the headline “Coronavirus casts doubt on the future of AGMs”. It describes the debate over the reform of AGMs and the use of virtual AGMs. It also covered an initiative by organisation ShareAction who are raising money to fund research into the issue. They quote Catherine Howarth as saying “We hope to co-develop a robust framework for AGMs that would still include shareholder votes and which would also help companies interact with a wider range of their important stakeholders including employees, customers, suppliers and communities”. That may be a worthwhile initiative if it makes AGMs more vibrant and useful than they are now but bearing in mind the funding of ShareAction it may not be a totally unbiased proposal.

What we do not want is AGMs dominated by “stakeholders” with political views as happens already at some companies – such as oil and mining company AGMs with endless complaints from environmental activists or defence industry company AGMs dominated by those who believe the company should not be involved in that industry at all. Companies are not in business to right all the social wrongs in the world, but to provide a financial return to their shareholders. They just need to operate within the laws set by national governments. Company law in the UK already requires the company to take the wider interests of stakeholders such as employees or customers into account and they can be represented at AGMs easily enough now by just buying a few shares – you only need one share to attend an AGM.

The FT article does make some good points about virtual AGMs, one of which I commented upon yesterday (EKF Diagnostics). But it suggests that it might cost £10,000 to hold a “hybrid” meeting at a small company. That is surely a grossly excessive estimate if voting is done on a poll. It’s trivial to set up a Zoom meeting for the number of investors likely to attend such a meeting (only a dozen at EKF).

I don’t often comment on general political or economic issues, but I find the current hysteria about the death of George Floyd and the resulting demonstrations over “Black Lives Matter” in the USA and UK totally out of proportion. George Floyd was a very tall and heavy person who it is alleged resisted arrest. He had a past criminal record and was a drug user. The full facts of the case have not yet been revealed and it is way too early to say whether the police used excessive force or not, even if the result was very sad.

As to whether there is wider discrimination against black or coloured people in the USA or the UK is also doubtful. From my experience of working in the USA, there appeared to be very little direct discrimination. Did not Colin Powell become head of the US Army and Secretary of State? Did not Barack Obama become US President? But as in the UK, black people are disadvantaged often by the social and cultural backgrounds of their families. Righting that can only be done by education not by demonstrations or laws. Demonstrations actually make matters worse, and the recent violent ones and attacks on property such as historic statues actually make people less sympathetic to the cause. Meanwhile the failure by the police to stop these events undermines law and order in general, just as happened with the Extinction Rebellion demonstrations.

Why are people so angry that they feel the need to take part in such demonstrations, including many people who are not black and hence could not have personally suffered from any prejudice? You can see the same problem in the divisive politics of Brexit where rational debate soon flew out of the window and it degenerated into personal slanging matches on social media. In fact social media and national media reporting of news has actually coarsened political life. The BBC in particular has often seemed to be more interested in stimulating outrage to improve their readership or programme viewing and web site clicks than in reporting the facts in a neutral and unbiased way. This is not a useful national broadcasting service. It has become a medium for slanted propaganda and for stimulating social unrest. This is a problem that responsible politicians will need to tackle sooner or later. But in the meantime those such as Sadiq Khan in London seem more interested in stimulating political division over trivia with the objective of gaining a few votes.

As investors, my readers will have to face up to these issues sooner or later because when the social fabric of a country crumbles as the result of poor leadership, sooner or later the economy crumbles also.

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

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

 

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

Babcock Price Fall, Segro Placing, TR Property and EKF Diagnostics Virtual AGM

I said in a previous blog post “that I tend to avoid FTSE-100 companies as their share prices are driven by professional analysts’ comments, by geo-political concerns, by general economic trends and by commodity prices. You can buy a FTSE-100 company and soon find it’s going downhill because one influential analyst has decided its prospects are not as they previously thought”.

Indeed that is exactly what happened after I made a recent purchase of Babcock International (BAB). Soon after Shore Capital Markets published a note that said it would be skipping its final dividend. The share price promptly fell by 7% on that day even though they claimed to “retain a buy stance” on the shares.

The last announcement by the company covering the subject of dividends on the 6th April simply said “The Board will consider the final ordinary dividend for this financial year ahead of our full year results announcement [due on the 11th June] taking into account developments over the next two months”. Do Shore Capital have inside information or are they just guessing? Or did they consult the company first? If they were given any relevant steer on this matter, the company should have issued a statement on it. Regardless it’s somewhat annoying even if some moderation of the dividend might make some sense and everyone else is cutting them. I would not be too concerned about the loss of dividend because I never buy shares for dividends alone, but I don’t like to suffer capital losses.

Yesterday property company Segro (SGRO) announced a placing “to take advantage of additional investment opportunities”. There was no open offer but private shareholders could participate via Primary Bid if you were willing to accept the price agreed with institutional holders. The shares issued represented 7% of the existing capital and the placing price turned out to be 820p, a discount of 4.5% to the previous close. I declined to participate, mainly because I have enough of their shares already. One has to ask why they could not have done a proper rights issue as there seemed no great urgency in the matter.

Last night I watched a presentation by Marcus Phayre-Mudge, fund manager for TR Property Investment Trust (TRY), on the internet. This tended to simply confirm my view that this is a well-managed fund which is withstanding the Covid-19 epidemic well. It has avoided many of the property sectors most damaged by the virus. It has a pan-European focus when internet retailing in the rest of Europe is still well behind that in the UK. He said “retailing is in an accelerating structural shift” but he does not “believe the end of the office is nigh”. A very useful and informative presentation via PI World even if he got cut off at the end due to some unknown technical issue. You can see a recording of it here: https://www.piworld.co.uk/

This morning I attended the virtual AGM of EKF Diagnostics (EKF), a medical products manufacturer mainly for diagnostic applications. There were about 12 attendees via a Zoom conference call and it worked quite well. Attendees were asked to register and submit questions in advance, although there was time to ask impromptu questions in the meeting also which were invited at the end.

Voting was done on a poll so the results of that were displayed first. The meeting was chaired by CEO Julian Baines.

I submitted a question about their investment in Renalytix AI (RENX) and its progress, which had been recently listed. I suggested progress was slow but the response was that progress had not been slow at all. However the Covid-19 situation has delayed tests in hospitals in the USA.  Progress on approvals is significant and revenues are expected shortly.

There was a question on the ramp-up of sales in McKesson and the answer was they had slowed significantly. But the company overall was only about 10% down on core products. They had seen business coming back on line in May and June.

Another question related to the Longhorn product which was claimed to be “the world’s safest sample collection product” (very relevant to virus sample collection of course). They are selling millions of these tubes in the USA. There is only one competitor who is allegedly infringing their patents – they are speaking to them “robustly” at present.

There were several other questions and answers of no great significance, but it was certainly a useful meeting and a good example of how any small/medium company could run a virtual AGM very easily. Why do they not do so?

My thanks to EKF for running such an event, which took less than 30 minutes in duration.

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

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

 

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

 

 

Discounted Share Issues at Learning Technologies and Whitbread, plus Trump Media Regulation

Companies are vying to undertake placings at present, to shore up their balance sheets in the face of the coronavirus epidemic. With many businesses closed, or suffering very substantial reductions in revenue, they can hardly be blamed for wanting to raise some cash. But private shareholders are disgruntled when they cannot take part in such fund raising, either by the use of a rights issue, or the inclusion of an “open offer” in a placing.

Let’s look at two recent examples – one I hold a few shares in, namely AIM listed Learning Technologies (LTG) and the other being Whitbread (WTB).

Yesterday LTG announced a placing when the market closed. This morning the details are provided. The shares were issued at a discount of 7.6% to the previous closing price and the dilution of existing shareholders was 9.6%. The directors participated including Chairman Andrew Brode and CEO Jonathan Satchell when private shareholders could not as there is no open offer.

That may not be a massive discount but it still rankles. However the shares could be bought in the market at near the placing price this morning. But my main concern is that the justification for the placing given by the company does not make much sense. They say that “The Company believes the current macroeconomic conditions present opportunities to accelerate future growth and gain further share of the $370 billion corporate learning market. The learning industry is highly fragmented and management believes high quality assets previously tracked, and potentially others that were not, are now becoming available at valuation levels that are highly compelling”.

Times are so tough it seems that you can now pick up some companies cheaply seems to be the argument. Does that make any sense? Not to me. Acquisitions are best made for strategic reasons, i.e. they are complementary business-wise and have good prospects, not simply because they are cheap. If they are also particularly cheap now because business prospects are much worse, that’s no reason to buy them surely?

The LTG announcement also refers to the “robust liquidity position” based on substantial facilities and refers to “further cash preservation” measures it has available. Is this perhaps hinting at some other reasons for the placing?

The other company worth mentioning is Whitbread. This company is now focused primarily on their budget hotel chain, Premier Inn. You can see why they may need the cash as both business and tourist travel has ground to a halt.

They said on the 21st May that “All restaurants and the vast majority of hotels closed in the last week of March 2020” and “Decisive action taken to reduce cash outflows and further enhance liquidity, including significant reductions in capital expenditure and discretionary spend, voluntary pay cuts for Board and management team and use of UK and German Government support packages”. They also announced a full rights issue to raise £1 billion.

They put a gloss on this by saying “The purpose of the Rights Issue is to ensure that Whitbread emerges from the COVID-19 pandemic in the strongest possible position to take advantage of its long-term structural growth opportunities and win market share in both the United Kingdom and Germany”, but they also said this which really spells out the main reason: “Actions Whitbread has taken have ensured its business can withstand a prolonged period of closures and/or low demand.  However, given Whitbread’s high fixed and semi-variable costs, its balance sheet will be impacted by material cash outflows during the period when its hotels and restaurants are closed or operating at low occupancy levels as a result of UK Government measures and/or social distancing”.

You can see why the rights issue is a heavily discounted one – a discount of 47% to the market price on the 20th May to encourage people to take up the shares, based on one new share for every two held. It also indicates how large investors view the issue. They need a lot of encouragement to subscribe.

Now anyone who remembers the RBS rights issue back in 2008 which was also a heavily discounted one will recall what a disaster that was. Such issues are to be treated with caution. In the case of Whitbread, it’s simply a bet that the business can reopen in the next few months and that customers will return. Readers can make their own judgement on that, but the company certainly seems to be taking the necessary steps to survive. However investors should remember that just because you already have some money invested in a company, it is not a reason to put more in. You should just judge it on whether buying the new shares at the price offered makes sense given the prospects for the business. Let the institutions and index tracking funds worry about maintaining their percentage stake.

An interesting item of news last night was that Donald Trump has signed an Executive Order” seeking to amend Section 230 of the Communications Decency Act. That law enables social media sites such as Twitter, Facebook, et al, to avoid responsibility for what appears on their sites because they are not treated as “publishers”. The law in the UK is similar.

That is based on the fact that they do not monitor, edit, or have control over what people post on such sites, and it might be very difficult to do so practically. But in reality they have been intervening in that way more and more. President Trump has raised the issue apparently because they edited a couple of his tweets to add “fact-check” links. Mr Trump only has 80 million followers on Twitter!

In reality these social media sites do monitor what is posted to remove or block some content. I recently had the need to complain to a financial blogger about some comments posted on an article on his site and it was very clear that he had been reviewing all such comments before they appeared, i.e. he was moderating the blog comments. In such circumstances it is difficult to see how someone could claim not to be the “publisher”.

In the financial world, it is quite important that what is published is accurate and responsible and I agree with Donald Trump. Social media sites cannot have it both ways – they are either moderating their sites or they are not, and it they are then they are publishers. In that case they have to take responsibility for all content, not just some of it. But if they are not moderating then the readers had better beware and there needs to be some other way to prevent or discourage libellous comments or market abuse from taking place.

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

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

 

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

Ten Entertainment Placing and Porvair AGM Arrangements

Ten Entertainment (TEG) did a placing yesterday. It was done at 155p to raise £5 million and represented about 5% dilution. Although I hold some of the shares I was not too unhappy because I only have 50 shares left worth less than £100 having sold most of my holding at 270p and higher. I suspect this is one of many placings we are going to see in the near future to enable companies to strengthen their balance sheets and avoid going bust. TEG runs bowling alleys which are now closed so as I pointed out yesterday, valuing such companies is getting very difficult.

Porvair (PRV) another of my now miniscule holdings have made an announcement about their Annual General Meeting (AGM). It’s now going to be held in their offices in the remote location of Kings Lynn. Although the company points out that under its Articles the company cannot hold virtual meetings, it advises shareholders not to attend in person. Instead they are asking shareholders to vote via proxy and are planning to provide a conference call facility to enable shareholders to ask questions.

This seems to be an eminently wise approach that should be adopted by other companies until the virus epidemic is over. I will certainly not be attending any physical meetings for the foreseeable future being one of those quarantined on the basis I am exceptionally vulnerable. It’s equivalent to being on gardening leave, which I did some of yesterday.

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

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

 

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

 

 

Profit Warnings at XP Power and Ted Baker, plus Mercia Placing

A number of profit warnings this morning. The most interesting to me was at XP Power (XPP) although I do not hold it. It was interesting because as a former IT Manager it is a good example of how to screw up a business by poor IT management.

In this case their problem is an implementation of a new SAP Enterprise Resource Planning (ERP) system. The announcement this morning says that some short-term disruption to shipments “will result in revenues and adjusted profits before tax for 2019 being below current market consensus”. However they say the outlook for 2020 is unchanged. The fact that this may be only a temporary situation and that investors look ahead is no doubt why the share price has not fallen but has actually risen slightly at the time of writing.

As I said in my recently published book: “Many businesses fail, or perform badly, because their internal systems and operations are defective. Reliable and effective IT systems are enormously important in the modern world….”. It is something that investors do need to look at and when a company says it is implementing a new ERP system you need to be wary. Just look at the costs of a failure of new IT systems at Abcam for example.

Ted Baker (TED) issued another profit warning (I do not hold it). The share price has dropped another 15%. They report that “trading over November and the Black Friday period was below expectations, with lower than anticipated margins and sell through”. They anticipate that difficult trading conditions will continue. This looks like another casualty of the problems on the High Street, but even their e-commerce sales fell slightly. That result is even after more promotional activity which has cut margins. The dividend has been suspended and costs are being cut.

It’s worth commenting on the placing by Mercia Asset Management (MERC) to partly fund the acquisition of NVM Private Equity and for other purposes. Mercia invests in smaller unlisted companies, in other words it’s a private equity investor. I do not hold the shares although I did invest alongside them in an EIS company back in 2013. It was a start-up fintech business which is now moribund so both they and I have written it off, but I don’t hold that against them. It just proves how risky such investments can be and hence the difficulty of valuing the investments they hold. This kind of investment company deserves to trade at a substantial discount to their claimed NAV in my view (as do most VCTs which are similar companies).

NVM manage the Northern VCTs (NVT and NTV) which I do hold so I have an interest thereby in the acquisition. I have no objection to that acquisition and it certainly looks a sensible strategic move for Mercia as it will grow their assets under management very considerably and provide a much more stable source of income. However, the placing to fund this acquisition, which as usual private investors were not able to participate in, was done at a 23% discount to the pre-announcement share price. This kind of large discount does not give me confidence in the management that minority shareholders will not get screwed again in the future.

This placing also received severe criticism from Simon Thompson in Investors Chronicle. He has previously tipped the shares partly on the basis that there was value here because of the high discount to NAV. Well he is now disillusioned because the placing was at a discount of 40% to NAV, with a large dilution of existing shareholders! He recommends voting against the placing at a General Meeting on the 20th December and I cannot disagree with him.

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

You can “follow” this blog by clicking on the bottom right.

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