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EMIS Investor Event

On Thursday (29/11/2018) I attended the EMIS Group (EMIS) Capital Markets Day at the London Stock Exchange. Having held shares in the company since 2011, this was a great opportunity to get an update on the situation of the company and its future plans.

First some background. EMIS is best known as the provider of software that general practitioners use – EMIS Web (primary care). That has more than 50% of the UK GP market. But the company also has many other solutions for other healthcare sectors such as secondary and acute care, pharmacy services and diabetic eye screening. Many of these services are sold to the NHS but there is also private income. The company has also been investing in development of a Patient app and web site for providing information and services directly to the general public (https://patient.info/ ).

It goes without saying that the healthcare sector is growing as the population increases and the age profile rises – particularly now the baby boomers are entering retirement. The population seems to be becoming generally less healthy and one example of this is the growth in diabetes sufferers.

EMIS has certainly managed to grow revenue both as a result of increasing demand for medical services but also because of the provision of new services and minor acquisitions over the years. Revenue has almost doubled in the last 5 years £160 million, but profits have not shown the same growth. Reported profits fell in 2017 to £8.8 million mainly due to £5.8m of reorganisation charges, £11.2m of “Service Level” charge provisions (see below) and high amortisation charges of £15.2m mainly relating to past software development costs. Perhaps that is why this event barely covered the financials of the business, either historic or future projections, but concentrated on software and business developments. That was somewhat surprising considering the audience must have been mainly investment professionals.

The share price has been trending down since January 2016 and is now on a prospective p/e of 20.3 for the current year ending in December according to Stockopedia (analyst consensus forecasts are actually given on the company’s web site).

What was the exceptional Service Level provision of £11.2 million for? That arose because the company discovered that it had not been meeting the service level agreement terms for EMIS Web with the NHS. They expect to conclude a settlement soon within the terms of the provision. I asked the CFO about this matter because my own GP was certainly not aware of any failings in support of EMIS Web. His answer was that certain reports of minor bugs had simply been lost rather than been progressed. This all seems rather odd to me that this had ever happened yet alone required financial compensation when the client was not apparently aware of it.

There were a number of demonstrations of the software and solutions on display for attendees both before and after the presentation. The latter was very slick and well-rehearsed with two very professional videos on trends in healthcare (ppt slides available from the company’s web site). It covered:

  • Financial progress of the business since IPO which of course looks a lot better than over the last 5 years.
  • Improved relationship with NHS Digital which is good to hear as future renewal of the EMIS Web contract is very important.
  • Current leadership team including relatively new CEO Andy Thorburn appointed in May 2017. Also clear they have added substantially to the team lately.
  • Intention is to build sales momentum including rapid growth of private sector business to 50% of group and margin improvement.
  • Acceleration of technology roadmap which is to be “self-funded” (by customers and “operational leverage”).

Comment it is clear that the company has committed to very substantial development in software and technology with staff numbers growing as a result (will be up by 150 this year). The focus is to transition from just being number 1 or 2 in lots of individual healthcare sectors to providing an integrated platform where applications can communicate with each other – including partner or even competitor solutions. So for example, EMIS Web is to become EMIS-X and enable an integrated view of multiple practices so you could book appointments with other GPs in your local area. In addition the Patient App will provide access to GP appointments and other services such as repeat prescriptions (it was noted that 45% of the UK population have such prescriptions which helps to explain why the NHS is so costly to run).

The objective is to make EMIS the centre of healthcare. They also see opportunities to grow by entering new markets. They expect their addressable market to double by 2022. The plans are aligned with NHS initiatives and the provision of more “joined-up” healthcare which everyone is demanding – there is still too much paper in the NHS and lots of independent systems and medical practitioners who cannot easily communicate, e.g. hospital systems with GPs and social care providers.

EMIS-X will be an “open” platform and enable the sharing of information between “tenants” (i.e. authorised users) and will help to reduce development costs and be a scalable solution. Technically it will be a cloud-based service using Amazon Web Services (AWS). This raised one question concerning security concerns which might be a roadblock to wide adoption. Certainly there are concerns about this in the healthcare professionals I know and by some patients.

As regards the Patient App, it was noted that we have been “patient” with the Patient App but “next year will be the year”. Personal note: I had an old copy of the Patient App on my i-Phone which I could not update for unknown reasons. Had to delete and download a new version which I did after the event – but was unable to do so without entering credit card info so gave up. Don’t see why that should be required until needed.

Included in the presentations was one on the management of medicines where there is an opportunity. Some 23,000 deaths per annum are from prescribing errors which cost £1.6 billion, but only one third of patients adhere to taking their prescriptions after a few weeks.

Another question raised was how are they going to compete with Babylon which I covered in a previous blog post: https://roliscon.blog/2018/11/13/should-you-give-up-fags-and-booze-plus-coverage-of-babcock-and-babylon/ . Babylon is providing a GP service and triage capability. They have been receiving a large amount of venture capital funding. The answer was that EMIS does not need external funding because they already have the customers so don’t need to spend on customer acquisition and on people. They claim to have more App users also. EMIS is not going to provide GP services themselves, but solutions to support GPs. An interesting comment from CEO Andy Thorburn at this point was that the EMIS model will be similar to BTs (where he used to work) where they will have both wholesale and retail customers where wholesale provides the infrastructure which other suppliers might use. The focus will be on development of a “partner ecosystem”.

It was disappointing that insufficient time for Q&A was given.

Demonstrations included the new video GP appointment service which will be available very soon in some GP practices, and booking appointments using AI capabilities in EMIS-X. Another one was talking to a smartwatch to access GP services via the Patient App.

In conclusion, the event provided good coverage of the technology direction that EMIS is pursuing. It was unclear though how that would be turned into revenue and profits. It was more of a technology presentation than a business presentation with little mention of target markets and segmentation.

However, the company already has a dominant and key position in the NHS and in medical services in the UK in general. Their future plans should enhance that position and be in alignment with NHS priorities. Profits are forecast to grow but the rate of growth is not great (revenues are expected to provide “mid-to-high single-digit annual growth” according to one presentation slide which seems to be relatively unambitious to me and analysts forecast is for only 5.9% this year).

Bearing in mind the cost pressures in the NHS and the reliance by the company on that one customer to such a large degree, you can see why the company is keen to develop its private sector business and why the shares are not currently more highly rated.

But for heavy personal users of medical services like myself, it gave a useful overview of what we soon might be seeing in the real world. Not having to repeat one’s past medical history to numerous medical professionals could save the NHS an enormous amount of money alone, and improve safety in many areas. The key for EMIS is how to turn that and other opportunities into profits.

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

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Black Hole in Patisserie Holdings, Audit Reviews, Telford Homes and Brexit

Let’s take the really bad news first. AIM listed Patisserie Holdings (CAKE) shares have been suspended following an announcement of “potentially fraudulent accounting irregularities” which will significantly impact the company’s cash position. The CFO, Chris Marsh, has been suspended.

Media reports suggest there may be shortfall of as much as £20 million. The auditors are Grant Thornton which won’t improve their reputation much but as the company’s year end is September they may not yet have looked at last year’s results. According to the interim accounts in March they had cash of £28.8 million on the balance sheet and showed positive cash flow. Is this going to be another case of even the cash vanishing? I hope not.

Patisserie mainly operate cafes and should in essence be a simple business. Taking another look at their accounts, the only suspect item in March was possibly the £63 million in “plant, equipment, fixtures and fittings” at cost and another £16 million in leasehold improvements. In March they were trading from 206 stores so that suggests £380,000 invested in each store ignoring subsequent depreciation. Is that realistic? After depreciation there was £42 million on the balance sheet.

There was also £11.6 million in trade receivables (they sell cakes via Sainsbury’s for example) which I guess might be suspect. Or is it another Tesco case which is currently in court where payments from suppliers were incorrectly recognised? The last Annual Report says this under revenue recognition: “The Group has multiple revenue streams, with revenue received from wholesales, online sales, vouchers and third party funded discount schemes”. The Audit Report also said ““revenue recognition has been identified by the audit team as a significant risk”. This caused me to ask a question on this at their last AGM and you can see my report on it here: https://roliscon.blog/2018/01/30/revenue-recognition-patisserie-valerie-utilitywise-and-cryptocurrencies/ . I concluded that there was unlikely to be a problem in this area but perhaps I was wrong. With the shares suspended we shall just have to wait and see.

Luke Johnson, a well known commentator on the financial scene, is the Executive Chairman of the company and a major shareholder – he holds 38% of the shares. But he has lots of other business interests. Has he taken his eye of the ball?

Audit Reviews

Coincidentally the Government BEIS Department and the FRC have announced that Sir John Kingman is going to extend his review of the audit profession to cover how audit firms are procured. In addition he will be looking at how the interests of the users of accounts can be promoted by ensuring quality, rigour, independence and scepticism among auditors. I am certainly in favour of that although it seems likely the focus will be on larger companies rather than AIM ones. In addition the Competition and Markets Authority have launched an investigation into the audit market amid suggestions that the big four audit firms have formed an oligoply.

Telford Homes

Another announcement this morning was from Telford Homes (TEF). They are a housebuilder mainly focused on “lower cost” homes in East London. They have also moved into the “build to rent” sector as houses have become unaffordable to buy for many people in London.

I put “lower cost” in quotes because if you read the announcement their definition of “affordable” is houses that cost £540,000 on average. But they do admit that they still have to shift 25 homes priced at over £600,000. Just to explain how mad the house price market is in London, a simple calculation of affordability will suffice. I always used to think that a mortgage to income multiple of 3 was reasonable, although it seems some companies are offering 4 or 5 times now after taking into account the current low interest rates. But even on a multiple of 4, that means a first-time buyer with little deposit has to have an income of over £130,000 per annum to buy their “average affordable” home.

And what do you get for your money? The announcement mentions their new development at Gallions Point. A quick look at a map tells you that appears to be between the flightpath of City Airport and Beckton sewage works in East London. It’s not even a short cycle ride to the City Canary Wharf from there. You’ll no doubt get an apartment with a good view of the Thames though.

House prices have been mad in London for a very long time and that might continue to be so. Certainly Telford Homes depends on it. The company still expects to increase first half profits over the previous first half and are proposing to increase the dividend.

I am of course a holder of both Patisserie and Telford Homes shares.

Brexit

The FT printed a response to my letter in yesterday’s edition. The latest correspondent suggested I wished to “shut down debate” on Brexit which is not exactly true although some might have interpreted my previous comments as an attack on the whingers. Certainly I think many people are tired of the subject and simply wish the Government to conclude the matter, but my letter was actually on the false analysis and factual errors of previous correspondents. If folks wish to continue to debate the issue of Brexit, I have no issue with that, but to fill the pages of the FT with it when I pay for the publication to cover real news, is somewhat annoying.

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

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Frying in Hell and Investing in Oil Companies

Last night and this morning, the national media were dominated by the news from the Intergovernmental Panel on Climate Change that we are all going to fry in a rapidly rising world temperature unless we change our ways. CO2 emissions continue to rise and even to limit temperature rises to 1.5 degrees Celsius requires unprecedented changes to many aspects of our lives.

The suggested solutions are changes to transport to cut emissions, e.g. electric cars, eating less meat, growing more trees, ceasing the use of gas for heating and other major revolutions in the way we live.

So one question for investors is should we divest ourselves of holdings in fossil fuel companies? Not many UK investors hold shares in coal mines – the best time to invest in coal was in the 18th and 19th century. That industry is undoubtedly in decline in many countries although some like China have seen increased coal production where it is still financially competitive. See https://ourworldindata.org/fossil-fuels for some data on trends.

But I thought I would take a look at a couple of the world’s largest oil companies – BP and Shell. How have they been doing of late? Looking at the last 5 years financial figures and taking an average of the Return on Assets reported by Stockopedia, the figures are 2.86% per annum for Shell and 0.06% per annum for BP – the latter being hit by the Gulf oil spill disaster of course. They bounce up and down over the years based on the price of oil, but are these figures ones that would encourage you to purchase shares in these businesses? The answer is surely no.

The figures are the result of oil exploration and production becoming more difficult, and in the case of BP, having to take more risks to exploit difficult to access reserves. It does not seem to me that those trends are likely to change.

Even if politicians ignore the call to cut CO2 emissions, which I suspect they will ultimately not do, for investors there are surely better propositions to look at. Even electric cars look more attractive as investments although buying shares in Tesla might be a tricky one, even if buying their cars might be justified. Personally, I prefer to invest in companies that generate a return on capital of more than 15% per annum, so I won’t be investing in oil companies anytime soon.

But one aspect that totally baffles me about the global warming scare is why the scientists and politicians ignore the underlying issue. Namely that there are too many people emitting too much air pollution. The level of CO2 and other atmospheric emissions are directly related to the number of people in this world. More people generate more demand for travel, consume more food, require more heating and lighting and require more infrastructure to house them (construction generates a lot of emissions alone). But there are no calls to cut population or even reduce its growth. Why does everyone shy away from this simple solution to the problem?

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

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Pay-outs from Labour’s Dividend Plans

I said in my last blog post that the Labour Party’s plans to take 10% of a company’s shares and pay the dividends into an employee trust did not make much sense. I have actually worked out what the implications of such a scheme would be on a few large UK public companies. These are the figures (after 10 years and assuming 10% of the total dividend is therefore paid to employees):

  • BP pays £6.15bn in dividends and has 74,000 employees: £8,310 per employee.
  • Shell pays $10.87bn in dividends and has 92,000 employees: £9,846 per employee.
  • M&S pays £304m in dividends and has 84,000 employees: £360 per employee.
  • Tesco pays £82m in dividends and has 448,000 employees: £18 per employee.

The latter two do of course have many part-time employees. How they might be treated is unknown so I have assumed they get an equal share. Tesco has also been paying a low dividend of late because of past financial difficulties but even if it returned to previous levels, the pay-out to each employee would be low – hardly sufficient to motivate them.

In the case of the oil companies where they have relatively few employees in a capital- intensive business, the pay-out would exceed the £500 cap in year one, so it would be mainly the Government that benefited.

This seems a perverse result to say the least. Are M&S and Tesco employees so much less worthy than BP and Shell employees? Whether an employee got any worthwhile share of the dividends would much depend on the kind of company they worked for.

Another odd result is that the Government would collect a lot more in tax (the amount above the £500 cap) from capital intensive companies than from those with lots of employees.

The more one looks at this, the more perverse this scheme turns out to be.

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

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Hedging Against Brexit

As we edge towards an abrupt Brexit as agreement with the EU has turned into a game of chicken, it’s worth considering some options. Or as my M.P. Bob Neill said about divorce on Twitter “the current system of divorce creates unnecessary antagonism in an already difficult situation” (he was talking about personal divorce in the UK as head of the Justice Committee but our EU divorce is looking very similar – acrimony is the word for it).

Perhaps the Prime Minister will find a way through to a sensible settlement now she is reported to have personally taken charge of the matter. But as investors we should not rely on such a chance.

One solution is simply to move your share investments into companies that are listed overseas and do most of their business elsewhere than the UK. Don’t wish to buy overseas companies directly? Simply buy one of those “global” investment trusts or trusts focused on particular sectors – Europe, the USA, China, India, et al. Or ensure you invest in UK companies with large exposure to overseas markets other than the EU – there are lots of those.

One aspect that caught my attention this week was the suggestion that the UK should stockpile food and medicines to ensure there were no shortages. But taking food alone, fresh food does not generally keep for very long unless you have a refrigerated warehouse. Even then there are limits. As one supermarket chief was reported as saying in the FT today that it was “ridiculous” and showed “complete naivety”. The reason is simply that supermarkets and their suppliers operate “just in time” systems where deliveries often depend on overnight shipping of goods from Europe. Likewise car manufacturers and other engineering companies rely on complex supply chains that depend on the same “just in time” processes and very quick delivery times. There is a solution to this problem which is to store more items. Non-perishable goods can be stored for a very long time to provide a buffer to the flows of goods. One hedge tactic might therefore be to invest in warehousing companies – Segro and Tritax BigBox REITs come to mind (I own them), although Lex in the FT suggested today that “optimism is already baked in” to the share price of Segro after their interim results announcement. The share prices of those companies have been driven by the internet shopping boom where goods are held in warehouses rather than shops, and rapid delivery is essential. More warehouse demand caused by Brexit might add another wave of warehouse building and increase rents.

When it gets nearer the date next March for Brexit, perhaps we should be doing some personal hoarding of French cheese, Dutch salami and German sausages to guard against short-term supply chain disruptions, but I doubt I will be panicking. UK producers can gear up and many other suppliers in the rest of the world will suddenly find they are much more price competitive. Tariffs on imports of food from outside the EU can currently be very high (e.g. an average of 35% on dairy products which is why you don’t see much New Zealand or Canadian cheese in the shops lately – see https://www.ifs.org.uk/uploads/publications/bns/BN213.pdf for details).

That does not mean of course that food will be much cheaper as the UK Government might impose some tariffs to protect our own farmers, but you can see that it is quite possible that the supply chains will rapidly adapt once we are outside the EU regime. But long haul supply lines will require more warehousing and more dock facilities.

Or our Government could take the Marie Antoinette approach to food shortages – “let them eat cake” she said, or “let them buy British products” instead perhaps. Was that not a past Government campaign which could be revived? Such “Buy British” campaigns ran in the 1960s and 1980s to inform my younger readers. I am of course joking because so far as I recall they had little public impact. They did not have any influence on the preference to buy German or Japanese cars, although many of the latter are now made in the UK. But in a new post-Brexit world we should expect some surprises and the need to change our habits.

One joker suggested we might need to eat more non-perishable food, i.e. tinned peaches rather than fresh. But that just shows that there are ways around every problem. If the current heat wave persists we will of course be able to grow our own peaches. But betting on the weather is as perverse as betting on the outcome of Brexit. All I know is that we are likely to survive it. Hedging your bets is the best approach.

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

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Investment Platforms Market Study

The Financial Conduct Authority (FCA) have just published an interim report on their study of “investment platforms”. It makes for very interesting reading. That is particularly so after the revelations from Hardman last week. They reported that the revenue per assets held on the platform from Hargreaves Lansdown (HL) was more than twice that of soon to be listed AJ Bell Youinvest. HL is the gorilla in the direct to consumer platform market with about 40% market share. HL earns £473 per £100,000 invested while Youinvest earns only £209.

That surely suggests that competition is weak in this market. Indeed the FRC report highlights that investors not only have difficulty comparing the charges of different platforms, but they do not seem too concerned about high charges as they focus more on other aspects of the service provided. It also says on page 23 of the report: “Our qualitative research also found that consumer satisfaction levels are sometimes linked to satisfaction with overall investment returns, which tend to be attributed to the performance of the platform. This suggests some confusion about consumers’ understanding about platforms’ administrative function as opposed to the performance of investment products. So it is possible that consumers’ relatively high satisfaction levels with platforms could be influenced by the positive performance of financial markets in recent years”. In other words, the consumers of such services are very complacent about the costs they pay at present.

Another piece of evidence that this is not a competitive market obtained by the FRC was that they found that when platforms increased or decreased prices it had no significant impact on flows in and out of the platform. No doubt some platform operators will read that with joy, but others despair! 

Indeed when I made some comments on Citywire effectively saying I thought it suspicious that there were so many positive comments about Hargreaves Lansdown in response to an article reviewing the Hardman news, particularly as they were clearly much more expensive than other platforms who provided similar effective services (I use multiple ones) I was bombarded with comments from lovers of the HL service. Bearing in mind that platform charges can have a major impact on overall returns in the long term from stock market investments, you would think investors would pay more attention to what they are being charged.

One particular problem is that switching platforms is not only difficult and a lengthy process but can also incur charges. This is clearly anti-competitive behaviour which has been present for some years and despite complaints has not significantly improved.

The FRC summarises its findings as:

  • Switching between platforms can be difficult. Consumers who would benefit from switching can find it difficult to do so.
  • Shopping around can be difficult. Consumers who are price sensitive can find it difficult to shop around and choose a lower-cost platform.
  • The risks and expected returns of model portfolios with similar risk labels are unclear.
  • Consumers may be missing out by holding too much cash.
  • So-called “orphan clients” who were previously advised but no longer have any relationship with a financial adviser face higher charges and lower service.

That’s a good analysis of the issues. The FCA has proposed some remedies but no specific action on improving cost comparability and the proposals on improving transfer times are also quite weak although they are threatening to ban exit charges. That would certainly be a good step in the right direction. Note that a lot of the problems in transfers stem from in-specie transfers of holdings in funds and shares held in nominee accounts. Because there is no simple registration system for share and fund holdings, this complicates the transfer process enormously.

One interesting comment from the AIC on the FCA report was that it did not examine the relative performance of different investment managers, i.e. suggesting that lower cost investment trusts that they represent might be subject to prejudice by platforms. They suggest the FCA should look at that issue when looking at the competitiveness of this market.

In summary, I suggest the platform operators will be pleased with the FCA report as they have got off relatively lightly. Despite the fact that the report makes it obvious that it is a deeply uncompetitive market as regards price or even other aspects, no very firm action is proposed. But informed investors can no doubt finesse their way through the complexities of the pricing structure and service levels of different platform operators. I can only encourage you to do so and if an operator increases their charges to your disadvantage then MOVE!

The FCA Report is present here: https://www.fca.org.uk/publication/market-studies/ms17-1-2.pdf

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

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Brexit – Good or Bad?

Prime Minister Theresa May convinced her ministerial colleagues to back her Brexit vision, but now our Brexit negotiators David Davis and Steve Baker have resigned and there are grumblings from the “hard” Brexit wing of the Conservative Party. Like no doubt many Brexit supporters I am somewhat puzzled by this outcome mainly because it is not at all clear what the plan is in detail, nor what the ramifications are. But it’s worth reading the letter sent by Mrs May in response to David Davis’s resignation letter. It included these words:

“At Chequers on Friday, we as the Cabinet agreed a comprehensive and detailed proposal which provides a precise, responsible, and credible basis for progressing our negotiations towards a new relationship between the UK and the EU after we leave in March. We set out how we will deliver on the result of the referendum and the commitments we made in our manifesto for the 2017 general election:

  1. Leaving the EU on 29 March 2019.
  2. Ending free movement and taking back control of our borders.
  3. No more sending vast sums of money each year to the EU.
  4. A new business-friendly customs model with freedom to strike new trade deals around the world.
  5. A UK-EU free trade area with a common rulebook for industrial goods and agricultural products which will be good for jobs.
  6. A commitment to maintain high standards on consumer and employment rights and the environment.
  7. A Parliamentary lock on all new rules and regulations.
  8. Leaving the Common Agricultural Policy and the Common Fisheries Policy.
  9. Restoring the supremacy of British courts by ending the jurisdiction of the European Court of Justice in the UK.
  10. No hard border between Northern Ireland and Ireland, or between Northern Ireland and Great Britain.
  11. Continued, close co-operation on security to keep our people safe.
  12. An independent foreign and defence policy, working closely with the EU and other allies.

This is consistent with the mandate of the referendum and with the commitments we laid out in our general election manifesto: leaving the single market and the customs union but seeking a deep and special partnership including a comprehensive free trade and customs agreement; ending the vast annual contributions to the EU; and pursuing fair, orderly negotiations, minimising disruption and giving as much certainty as possible so both sides benefit.

What exactly are the moaners complaining about if that deal can be achieved? Their concerns seem to be focused on points 5 and 6 above. Will adopting common product standards (or whatever EU standards they might determine subject to UK Parliamentary consent) really hobble the UK and make it difficult for us to negotiate trade deals with other countries? I do not see why – it just means that exporters to the UK will need to comply with UK/EU regulations just as UK exporters to the USA now have to comply with US products rules and regulations. What is so difficult or damaging about that?

Note that only industrial and agricultural products are covered by these proposals. Services are not so such matters as financial regulations where the EU has been particularly inept will presumably fall into abeyance unless we decide to conform. But such phrases as “A commitment to maintain high standards on consumer and employment rights and the environment” do need explaining more – does this mean we have to accept EU regulations or what in those areas?

With those reservations otherwise my view is that if Mrs May can achieve her objectives this would look to me to be a reasonable outcome as it will meet the main objectives desired by Brexiteers. Sovereignty and the ability to lay down our own laws and regulations in most areas and in a democratic way will be returned to us. Would anyone care to explain to me why it is otherwise?

But whether these proposals can be agreed with the EU is another matter of course. Perhaps David Davis has resigned because he sees the impossibility of getting their agreement to this “fudge”. The borderless objective in Ireland looks particularly problematic. We need a clearer explanation of how that might work in practice.

My conclusion therefore is that this might be a way forward, but the game of Brexit negotiations is a long way from being concluded.

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

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Beaufort Settlement Improved, But…..

It’s good news that PWC have revised their proposals for the administration of Beaufort and the return of client assets. No doubt due to the efforts of ShareSoc and others. But it still leaves many issues that need properly tackling. These are:

  1. The Special Administration Regulations that allow client assets to be used to cover the costs of the administration. Client assets should be ring fenced and they are what they are called – client assets not assets of the broker or bank.
  2. The fact that most investors now have to use nominee accounts and they are therefore not the legal owner of the shares they hold. We need a new electronic “name on register” system and the Companies Act reformed to reflect the realities of modern share trading.
  3. The UK needs to adopt the Shareholder Rights directive as intended, so that those in nominee accounts have full rights. The “beneficial owners” are the “shareholders”, not the nominee account operator.

We must not let these matters get kicked into the long grass yet again due to the reluctance of politicians and the civil service to tackle complex issues.

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

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GKN and Melrose – The Reality

Melrose has won the battle to take control of GKN although the Government might yet step in to halt the takeover. On what grounds is not exactly clear. Never having held shares in either company, I thought it worth looking at the facts rather than the hyperbole surrounding this deal as there seemed to be some myths being propagated.

Is GKN a key business in the UK’s engineering and technology infrastructure based on a long history of innovation? Or is it a financially poorly performing conglomerate that was vulnerable to a bid?

It has been said that GKN produced Spitfires in the Second World War but in reality they did not develop the plane but were just one of several assembly plants that were subcontracted to produce it in volume, In the 1960s I well remember the company under the name Guest, Keen and Nettlefold and in Birmingham they had large factories producing nuts and bolts. Hardly high-tech engineering even at that time. Later they did make a success of car parts production particularly with constant velocity joints (CVJs) as used in the Mini and other front wheel drive vehicles. But they are now proposing to split off the driveline business and merge it with another company. They plan to focus on the aerospace business. You can see a “polished” version of the history of the company here: https://www.gkn.com/en/about-gkn/history/ . In reality a long history of dubious diversifications, followed by later rationalisations.

The recent financial performance has been disappointing. Reported earnings per share in 2017 were the same as five years previously with a trough in between. Dividends in that period grew slowly and at the current share price equate to about 2% yield. Return on assets a measly 5.6% last year, and even that was an improvement on previous years. Although the financial prospects based on analysts’ forecasts might be slightly improving, is it not simply a case that institutional investors might have become disillusioned with the management in recent years and seen an opportunity in the Melrose bid to improve the financial returns?

There will no doubt have been some activity by share traders, arbitrageurs and hedge funds of late who might have influenced the outcome. But that’s capitalism in action. Holders, even long-term ones, sell to higher bidders.

Personally I oppose any suggestion that short-term holders should not be allowed to vote, and the use of other “poison-pill” mechanisms that can defeat takeovers. If I purchased a share in a company last week, I want to be able to vote it! I may not have known that a bid was coming and how I vote will depend on the arguments put by both sides. Clearly in this case GKN simply lost the argument.

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

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Aviva Preference Shares – FCA Announcement

Readers who take any notice of financial affairs will be aware of the furore over the threat by Aviva to redeem their preference shares by a “share cancellation” process – they claimed that is a different legal process, even though the shares were described as “irredeemable”. The shares concerned dropped in price to a significant extent because their high coupon interest rate meant they were trading at a premium when cancellation would have meant redemption at the original par value. Aviva have reconsidered the matter, but the interesting aspect today was a response from the Financial Conduct Authority (FCA) to a letter from the Treasury Select Committee. You can read it here: https://www.investegate.co.uk/financial-conduct/rns/fca-response-to-tsc-on-aviva-plc-preference-shares/201803280704471964J/

It basically gives lots of reasons why they cannot yet respond to some of the questions as they are still looking into the issues, but in response to Question 4 they seem not to concede that they should be involved in “the resolution of the legal questions”. In other words, they would be quite happy to leave it to an enormously expensive law suit by investors to resolve the key questions.

They do not seem to accept that they have an overriding objective to ensure a fair market for securities and that investors should not be prejudiced by small print, concealed or opaque legal terms and other sharp practices.

The response to Question 6, seems to try and excuse the problem by saying the shares were issued more than two decades ago and the FCA has taken subsequent action “in order to restrict the retail distribution of regulatory capital instruments….”. This is surely not an adequate excuse. The shares concerned were and are publicly traded and there is nothing stopping any investor (at least a “sophisticated” one) from trading in them. But even sophisticated private investors and some institutions were caught out by the unexpected threat from Aviva.

The FCA is again proving to be toothless in the face of seriously unethical practices. In other words, they are not doing their job competently and should be reformed in my personal opinion. I believed the FCA adopted an objective of more “principle-based regulation” a few years back but now seem to have abdicated that responsibility and are quite happy to let lawyers argue over the wording of a prospectus while ignoring the ethical issues. Just as they did with the RBS and Lloyds cases. It’s simply not good enough to issue the kind of response they have to the Treasury Select Committee.

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

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