How Damaging Would a Labour Government be to Water Companies?

The Labour Party has long argued that some utility companies should be renationalised and a prime target would be water companies if they got into power. If they were nationalised would current shareholders expect to get compensation and if so at what level? An article in the Financial Times over the weekend covered this issue and anyone holding the shares in water companies should be aware of the implications.

Shadow Chancellor John McDonnell said recently that he expected a compensation bill of only £14.8 billion based on paying the “book value” of the companies. That’s on the basis that shareholders should not be compensated for future profits, only what they have put into the business historically.

The two largest listed water companies are United Utilities (UU.) and Severn Trent (SVT). The comparison of the current market capitalisation of those companies with the book value (i.e. shareholders equity) shown on the last Annual Report Balance Sheet shows the following:

United Utilities: Book value: £2.95 billion, Market Cap: £5.56 billion.

Severn Trent: Book value: £0.99 billion, Market Cap: £4.76 billion.

In other words, shareholders might expect to receive only 21% of the current market share price in the case of Severn Trent and 53% in the case of United Utilities. The book value is not a basis for the valuation of companies because shareholders value companies on the basis of future profits, cash flows and dividends. The book value is, for most companies, of more interest to accountants than investors.

It would appear that the Labour Party would ignore the normal principles of independent valuation of companies and rig the valuation process to obtain the lowest possible figure. Is this legal one might ask or could it be challenged in law?

It’s worth pointing out that this is exactly what happened the last time the Labour Party was in power when Northern Rock and Bradford & Bingley were nationalised. In those cases shareholders received nothing because the valuation was based on artificial terms of reference. The valuer was forced to assume that they were worthless based on the companies having received financial support from the Government.

A fair valuation of any company is what a willing buyer is willing to pay a willing seller. In the case of listed companies, that is clearly what the market price of the shares is based upon. The shareholders in Northern Rock challenged the artificial assumption in the UK courts but lost in the Supreme Court based on the presumption that Parliament had the right to set the valuation assumptions. The European Court of Human Rights (ECHR) refused to hear the case.

So shareholders in the UK listed water companies need to consider these facts very carefully. The risk of future water company nationalisation seems not to have been reflected in the share prices of water companies even though Mrs May’s leadership of the Conservatives has improved the electoral chances of the Labour Party while Corbyn compounds the difficulties of the former by frustrating a decision on the Brexit Withdrawal Agreement with the apparent objective of prompting a General Election. How the politics will work out is anybody’s guess but those investors who have purchased shares in these companies because of their high dividend yields should surely not ignore the capital risk.

Institutional investors are some of those most exposed because you only have to look at the portfolios of high-income funds to see they are stacked up with the shares of such companies. Pension funds held by millions of people would be some of those most affected.

Let us hope that this threat never comes to pass.

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

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AB Dynamics, Self-Driving Cars and Global Warming

AB Dynamics (ABDP) published some very positive interim results this morning. Revenue up 60%, pre-tax profit up 95% and it looks like it should easily meet analysts forecasts for the full year. The share price is up 9% so far today, at the time of writing. I hold the stock.

The company specialises in testing systems for major car manufacturers including a range of driving robots, soft vehicle and pedestrian targets and driving simulators. This is just what is needed to test the new Advanced Driver Assistance Systems (ADAS) and autonomous vehicles (“self-driving” vehicles) that all car manufacturers are now investing a large amount of money in developing.

For example Elon Musk of Tesla recently predicted that his cars will have self -driving capability by mid-2020 – they just need the software upgrading to achieve that he claims. He also promised a fleet of “robo-taxis” by the same date. These claims were greeted by a lot of skepticism and quite rightly. This is what ABDP had to say on the subject in today’s announcement: “There will be many phases to the development of fully autonomous vehicles and we foresee extended periods of time before they can satisfy a significant part of society’s mobility requirements.  There remain significant barriers to adoption including technical, ethical, legal, financial and infrastructure and these challenges will result in the incremental implementation of ADAS systems over many years to come. The ongoing regulatory environment and consumer demand for safety are also driving technological advancements in global mobility requirements and this provides a highly supportive market backdrop to the Group’s activities”.

As an active member of the Alliance of British Drivers, I can tell you that they are very wary of self-driving vehicles. None of the vehicles under test offer anything like the reliability needed for fully-automated operation and expecting human operators to take over occasionally (e.g. in emergencies where the vehicle software cannot cope), is totally unrealistic. In other words, even “level 3” operation for self-driving vehicles which requires drivers to take over when needed is fraught with difficulties and offers little advantage to the user because they have to remain awake and alert at all times, something not likely to happen in reality.

But even if that future is unrealistic, ABDP should still find a big market for testing of Autonomous Emergency Braking (“AEB”) and other ADAS systems.

Extinction Rebellion and their supporters who have been blocking London’s roads lately seem to want to remove all vehicles from our roads in the cause of reducing CO2 emissions which they claim is the cause of global warming (or “climate change”). I won’t even attempt to cover the latter claims although it’s worth stating that some dispute the connection and that climate change is driven by natural phenomena and cycles. But three things are certain:

  1. Reducing carbon emissions in the UK alone will have negligible impact on world CO2 emissions. China, the USA and other developing countries dominate the sources of such emissions and China’s are still growing strongly due to their heavy reliance on coal-fired power stations for electricity generation. China now produces more CO2 emissions than the USA and EU combined and is still building new coal-fired power stations. The UK now runs much of the time with no use of coal at all and rising energy contribution from wind-power and solar although gas still provides a major source.
  2. Environmental policies in the UK and Europe have actually caused many high energy consumption industries to move to China and other countries, thus enabling the UK to pretend we are whiter than white but not solving the world problem.
  3. A typical example of this approach is the promotion of electric vehicles. A recent article in the Brussels Times suggested that in Germany electric vehicles generate more CO2 over their lifespan than diesel vehicles. The reason is primarily the energy consumed in battery production – for example a Tesla Model 3 battery might require up to 15 tonnes of CO2 to manufacture. Electric car batteries are often manufactured in locations such as China although Tesla produces them in the USA.

In summary the UK and other western countries are being hypocrites and environmental campaigners are demonstrating in the wrong places and for the wrong reasons. The real problem is too many people in this world wanting to move to a high energy consumption lifestyle as we have long enjoyed in the western world. Population control is the only sure way to limit air pollution or CO2 emissions but nobody is willing to face up to that reality. In the meantime we get a lot of virtue signaling from politicians but a failure to tell the public the facts of energy consumption and production. Energy consumption is still growing world-wide and will continue to do so due to demographic changes and the desire for western lifestyles.

Finally just one comment on the Extinction Rebellion demand for a “people’s assembly” or “citizen’s assembly” as it is sometimes called. Is not the parliamentary democracy that we have at present such a system? Or is it simply a case that they want unelected people to decide on future policies? It has been suggested that such an assembly would be chosen at random from the population which hardly seems a very practical idea to me. This demand is a classic example of how muddled the thinking actually is of Extinction Rebellion supporters.

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

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Patisserie and Interserve Administrations, plus Brexit latest

Yesterday the administrators (KPMG) of Patisserie (CAKE) issued their initial report. It makes for grim reading. The hole in the accounts was much worse than previously thought with an overstatement of net assets of at least £94 million. That includes:

  • Intangible assets overstated by £18m;
  • Tangible assets overstated by £5m;
  • Cash position overstated by £54m;
  • Prepayments and debtors overstated by £7m;
  • Creditors understated by £10m.

The accounts were clearly a total fiction. It is uncertain whether there will even be sufficient assets to make a distribution to preferential and unsecured creditors. As expected ordinary shareholders (who are not creditors) will get nothing. You can obtain the KPMG report from here: http://www.insolvency-kpmg.co.uk/case+KPMG+PJ12394136.html

KPMG suggest there may be grounds for legal action against various parties including Patisserie auditors Grant Thornton by the administrator, but as Grant Thornton are the auditors of KPMG they are suggesting the appointment of another joint administrator to consider that matter.

Otherwise it looks a fairly straightforward administration with assets sold off to the highest bidders and reasonable costs incurred.

Another recent administration was that of Interserve (IRV). This was forced into a pre-pack administration after shareholders voted against a financial restructuring (effectively a debt for equity swap) which would have massively diluted their interest. But now they are likely to get nothing. Mark Bentley of ShareSoc has written an extensive report on events at the company, and the shareholder meeting here: https://tinyurl.com/yy7heunl . He’s not impressed. I suspect there is more to this story than meets the eye, as there usually is with pre-pack administrations. They are usually exceedingly dubious in my experience. As I have said many times before, pre-pack administrations should be banned and other ways of preserving businesses as going concerns employed.

Brexit. You may have noticed that the stock market perked up on Friday. Was this because of some prospect of Mrs May getting her Withdrawal Agreement through Parliament after all? Perhaps it was. The reasons are given below.

There were two major road blocks to getting enough MPs to support the deal. Firstly the Irish DUP who had voted against it. But they are apparently still considering whether they can. On Thursday Arlene Foster said “When you come to the end of the negotiation, that’s when you really start to see the whites of people’s eyes and you get down to the point where you can make a deal”. Perhaps more concessions or more money for Northern Ireland will lubricate their decision.

Secondly the European Research Group (ERG – Jacob Rees-Mogg et al) need to be swung over. Their major issue is whether the Agreement potentially locks in the UK to the Irish “Backstop” protocol for ever. Attorney-General Geoffrey Cox’s advice was that it might, if the EU acts in bad faith. I have said before this legal advice was most peculiar because nobody would enter into any agreement with anyone else if they thought the other would show bad faith. Other top lawyers disagree with Cox’s opinion. See this page of the Guido Fawkes web site for the full details: https://tinyurl.com/y4ak6q3c

Mr Cox just needs to have a slight change of heart when his first opinion must have been rushed. He has already said that the Vienna Convention on international treaties might provide an escape route so he is creeping in the right direction.

Mrs May will have another attempt at getting her Withdrawal Agreement through Parliament, assuming speaker Bercow does not block it as repeat votes on the same resolutions are not supposed to be allowed in Parliament.

It was very amusing watching a debate at the European Parliament over Brexit issues including whether an extension of Article 50 should be permitted – the EU can block it even if the UK asks for it.  The EU MEPs seemed to have as many opinions as UK MPs on the issues. The hardliners such as Nigel Farage wish that it not be extended so that the UK exits on March 29th. Others are concerned that keeping the UK in will mean they have to participate in the EU elections in May with possibly even more EU sceptics elected.

It’s all good fun but it’s surely time to draw this matter to a close because the uncertainty over what might happen is damaging UK businesses. A short extension of Article 50 might be acceptable to allow final legislation to be put in place but a longer one makes no sense unless it’s back to the drawing board. But at least the proposal for another referendum (or “losers vote” as some call it) was voted down in Parliament. Extending the public debate is not what most of the public want and would surely just have wasted more time instead of forcing MPs to reach a consensus.

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

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Brexit – Now a Supportable Deal

Mrs May’s latest agreement with the EU is surely a satisfactory outcome – at least for everyone except those who wish the UK to depart with “no deal” or oppose Brexit altogether. She has agreed very much what I suggested at the end of January when I said “She is getting near a clear mandate from Parliament which will help in the battle with EU bureaucrats and politicians who are adamant they won’t renegotiate the Withdrawal Agreement. But they will have to if they don’t want the UK to exit without one, which would threaten a lot of EU country exports. Come March 28th, it will be time for a face-saving compromise – no change to the Withdrawal Agreement – just the addition of a codicil providing alternatives to the Backstop.”

And it’s not even March 28th yet, but whether she will get this agreement through Parliament remains to be seen. Later today the vote will decide, but it may not be a final resolution.

Why does the latest “update” to the Withdrawal Agreement provide a satisfactory outcome in my view? Because many people wished to retain uninhibited trade with the EU – at least for a transition period. That did require adherence to some common standards. That is what the Withdrawal Agreement provides and which primarily covers a 2-year transition period. After that the relationship is subject to negotiation and mutual agreement. But there was an issue with the Irish “backstop” that might have prevented the UK from ever exiting the EU fully. That is what many people objected to and what caused MPs to previously vote it down.

The Withdrawal Agreement may not be perfect in all other regards but it is a reasonable compromise and should now be supported. At least that’s my view but I can see some folks disagreeing on this.

You can read the latest legal “codicil” to the Withdrawal Agreement here: https://ec.europa.eu/commission/sites/beta-political/files/instrument.pdf

Postscript: It has been disclosed that Attorney-General Geoffrey Cox does not believe the aforementioned “codicil” as I called it ensures that Britain will not be trapped in the Irish Backstop. He has said so in a 3-page letter to Mrs May – see https://tinyurl.com/y58jzzev . In summary he suggests that the “clarifications and amplified obligations provide a substantive and binding reinforcement of the legal rights available to the United Kingdom in the event that the EU were to fail in its duties of good faith and best endeavours” but he ends by saying that legal risks remain, particularly if the EU shows bad faith.

This seems excessively negative if you read it carefully. If bad faith is shown by either party to an agreement, then it fails. One or other party simply walks away. But Mr Cox’s comments will certainly not help the Prime Minister.

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

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John Murphy, Branding, Fevertree, Downsizing, McCarthy & Stone & the Motor Industry

In yesterday’s Financial Times there was an article on John Murphy, my ex-brother-in-law. It covers his “downsizing” which in his case means moving from three houses (Tuscany, Suffolk and Islington) to one in London. Although I rarely meet him nowadays as he divorced my sister many years ago, he has an interesting history. He developed the first large branding and trade mark consultancy (Interbrand) and I worked with him briefly in it. He taught me the importance of strong branding and protectable trade marks. He subsequently was involved in the re-establishment of Plymouth Gin and claims to have started the whole fashion for gin which was otherwise a declining market at the time. Charles Rolls, one of the founders of Fevertree (FEVR), worked with John at Plymouth and that company is another good example of how important strong branding is in consumer products. The FT article is here: https://www.ft.com/content/c48fcdec-3071-11e9-8744-e7016697f225

On the subject of downsizing, I visited the latest McCarthy & Stone (MCS) “retirement living” development in Chislehurst recently – Shepheards House. It’s recently been completed and is not far from where I and my wife currently live. And very nice it is too. A 2-bedroom apartment costs £552,000 but the big problem would be downsizing to fit all our offices (3 including two “work rooms” for my wife), books and art into the one apartment. They have limited storage space in them. My wife suggests we would need two of them. Don’t think we are yet old enough to justify doing this and the economics of two of them don’t work.

Just reviewing the latest share price of McCarthy & Stone, which I held briefly, it’s still only about half the price at which it did an IPO in 2016. With the housing market in London and the South-East declining that is not going to make life easier for the company, although they seem to have sold the apartments in Shepheards House very rapidly. Profits were down last year and build costs are increasing which combined means the shares are looking relatively cheap now. It’s a typical problem with IPOs – the sellers know when it’s a good time to sell.

There was a good article on the UK motor industry in the main section of the FT yesterday under the headline “forced into the slow lane”. Apart from the mention of the impact of Brexit, which the FT has been repeatedly promoting with negative articles and editorial in the last few months, much to my annoyance, it does explain why the motor industry is facing difficulties.

It’s not just Honda’s decision to close Swindon, which has nothing to do with Brexit, as a Honda executive spelled out, but there is a general malaise in the industry which is also affecting German car manufacturers. The abrupt policy change over diesel vehicles, which has made them unsaleable to many people, has tripped up many manufacturers such as JLR and the fact that the EU has now negotiated a tariff-free trade deal with the EU means that Japanese car manufacturers no longer need to bother with manufacturing in Europe. That is particularly so when their markets in the Far East are growing while Europe is shrinking (Honda’s production at Swindon has been declining).

Vehicle sales have been dropping in the UK in what is a notoriously cyclical industry. It’s one of those products that does wear out, but new purchases can always be put off for some months if not years if there is uncertainty about technological change. With vehicles lasting longer than they ever did, there is no reason for buyers to acquire new vehicles at present.

Perhaps the Government should ask Tesla or other new electric car manufacturers if they want a ready-made facility and reliable workforce that will become available soon? In a couple of years’ time, the market for vehicles may well pick up.

But John Murphy’s decision to stop owning a car as part of his downsizing is a sign of the times also. When I first knew him, he owned the revolutionary Citroen DS and subsequently owned Bentleys. It must be quite a change for him.

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

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Cloudcall Placing, Patisserie News, Brexit and Momentum Investing

I reported a week ago on a “Capital Markets Day” at Cloudcall (CALL) – see https://roliscon.blog/2019/01/18/cloudcall-investor-meeting-sophos-rpi-and-brexit/ . There was much discussion on whether the company should raise more finance, via debt or equity. I suggested they needed more equity. This morning they announced a placing of 2.4 million shares at 100p to raise (the share price last night was 109p. It represents about 10% dilution for other shareholders. The placing was completed in minutes so they had clearly lined up existing investors in advance. The cash will be invested (i.e. spent) on sales and marketing.

But they are also refinancing and extending their debt facility. Let us hope they don’t have to use it.

More bad news from Patisserie (CAKE). A report in the Guardian, based on sight of the information sent to bidders by the administrator, suggests that the accounts were false as far back as 2014. That’s when the IPO on AIM took place. In addition, sales in established stores had fallen by 4% in the last two years and the remaining 122 stores were on course to make a £2 million loss in the year to September 2019.

The Guardian report mentioned a number of possible bidders for some of the outlets, but generally few of them. So the chance of a major realisation for the benefit of creditors in such a “fire sale” process seems unlikely.

Brexit. After last night’s votes in the Commons, the battle lines between Theresa May and the EU look to be drawn up. She is getting near a clear mandate from Parliament which will help in the battle with EU bureaucrats and politicians who are adamant they won’t renegotiate the Withdrawal Agreement. But they will have to if they don’t want the UK to exit without one, which would threaten a lot of EU country exports. Come March 28th, it will be time for a face-saving compromise – no change to the Withdrawal Agreement – just the addition of a codicil providing alternatives to the Backstop.

Momentum Investing. Are investors falling out of love with Momentum Investing? Momentum investing has been one of the most attractive investing strategies in the last few years. If a share price was going up, you just bought more, regardless of fundamentals. There were many academic studies showing that it was a very effective strategy. In ten years of rising shares prices, it was relatively foolproof. But when share prices are going down, as in the last part of 2018, it does of course work in reverse. You have to sell shares as the prices drop.

Just reviewing a few model portfolios run by investment magazines and on-line portals suggests to me that momentum investing is no longer working as the 5 year and longer returns generated are worse than the market as a whole. The moral is that there are no simple solutions to achieving superior investment returns. Once everyone is aware of a successful strategy, its benefits disappear as they are traded away.

It looks like we will have to revert to the hard work of doing financial and business analysis of companies rather than simply following shooting stars.

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

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Tesco and Barclays Legal Cases; Rent Controls and Telford Homes

A few events transpired last week which I missed commenting on due to spending some days in bed with a high temperature. Here’s a catch-up.

The remaining prosecutions of former Tesco (TSCO) executives for the accounting scandal in 2014 that cost the company £320 million and resulted in the company signing a Deferred Prosecution Agreement (DPA) and paying a big fine has concluded. The defendants were found not guilty. The prosecutions of other executives were previously halted by the judge on the grounds that they had no case to answer. Under the DPA, Tesco were also forced to compensate affected shareholders.

Everyone is asking why Tesco agreed to the DPA, at a cost of £130 million, when it would seem they had a credible defense as no wrongdoing by individuals has been confirmed. The defendants were also highly critical of the prosecution on flimsy evidence that destroyed their health and careers. This looks like another example of how the UK regulatory system is ineffective and too complicated. The only winners seem to be lawyers.

Another case that only got into court last week was against former Barclays (BARC) CEO John Varley and 3 colleagues. This relates to the fund raising by the company back in 2008 – another example of how slow these legal cases progress in the UK. This case is not about illegal financial assistance given to Qatari investors as one might expect, those charges were dropped, but about the failure to disclose commissions paid to those investors as part of the deal and not publicly disclosed. The defendants deny the charges.

Comment: this long-running saga seems to stem from the Government’s annoyance over Barclays avoidance of participation in the refinancing of banks at the time. Lloyds and RBS ended up part-owned by the Government, much to the disadvantage of their shareholders. Barclays shareholders (I was one at the time) were very pleased they managed to avoid the Government interference, precipitated by the Government actually changing the capital ratios required of banks. Barclays were desperate for the Qatari funds of at least one £ billion with one Barclays manager saying “They’ve got us by the balls….”.

Will this case conclude with a conviction, after a few millions of pounds spent on lawyers’ fees? I rather doubt it. And even if a guilty verdict is reached, how severe will be the likely penalty? Bearing in mind that the damage suffered by investors as a result seems minimal, i.e. it’s purely a technical breach of the regulations, it seems both pointless and excessive to pursue it after ten years have elapsed. Again the only winners seem to be lawyers.

One amusing aspect of this case was the grim “mug-shots” of 3 of the defendants attending court that appeared in the Financial Times. It was clearly a cold day and one of them was wearing a beanie hat. Is this the new sartorial style for professional gentlemen? Perhaps so as my doctor turned up wearing one to attend my sick-bed. Clearly I may need to revise by views on what hats to wear and when.

One has to ask: Are the cases of Tesco and Barclays good examples of English justice? Prosecutions after many years since the events took place while the people prosecuted have their lives put on hold, their health damaged and with potentially crippling legal costs. This is surely not the best way of achieving justice for investors. Justice needs to be swift if it is to be an effective deterrent and should enable people to move on with their lives. Complexity of the financial regulations makes high quality justice difficult to achieve. Reform is required to make them simpler, and investigations need to be completed more quickly.

Investors might not have noticed that London Mayor Sadiq Khan is going to include a policy of introducing rent controls in his 2020 election manifesto. Rent controls have never worked to control rents and in the 1950s resulted in “Rackmanism” where tenants were bullied out of controlled properties. It also led to a major decline in private rented housing as landlords’ profits disappeared so they withdrew from the market. That made the housing shortages in the 1960s and 70s much worse. The current housing shortage in London would likely be exacerbated if Sadiq Khan has his way as private landlords would withdraw from the market, leaving tenants still unable to buy although it might depress house prices somewhat.

But the real damage would be on the construction of new “buy-to-let” properties which would fall away. Institutions have been moving into this market in London and construction companies such as Telford Homes (TEF) have been growing their “build-to-rent” business in London.

Sadiq Khan is proposing a policy that he would require Government legislation to implement, which with the current Government he would not get. No doubt he is hoping for a change in that regard. Or is it simply his latest political gambit to get re-elected? In the last election he promised to freeze public transport fares as a vote winner, so he clearly has learnt from that experience. But he’s probably already damaging the private rented sector.

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

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