Beaufort, OFGEM and National Grid

As a postscript to my last blog post on the administration of Beaufort, an interesting article was published by the FT this morning. They had clearly had a chat to administrators PWC. The article reports that the 14,000 investors affected will get no more than 85p in the £1 invested and that no money would be returned for at least a month.

PWC said that that Beaufort’s own funds were very limited and therefore clients will have to cover the cost of recouping their own money and assets. It seems it is a “complicated” administration and there are a number of challenges including assessing the accuracy of financial records. In other words, it’s a typical such mess where the administrators will run up enormous bills sorting it out. As I said in the last blog post, “past experience of similar situations does not inspire confidence”.

It will be months if not years before PWC can sort out who owns what and in the meantime the assets will be frozen. But anyone thinking of taking legal action over the alleged fraudulent practices of the company might find it not worth doing because the cupboard is bare, unless they can target individuals and their assets. Meanwhile there have already been 600 complaints to the Financial Ombudsman apparently but investors might find share dealing by “sophisticated” investors is not covered, and neither are they by the Financial Services Compensation Scheme.

The energy market regulator OFGEM issues a press release this morning. Here is some of what it said: “Ofgem proposes significantly lower range of returns for investors. Tougher approach would deliver savings of over £5 billion to consumers over five years.

Ofgem has today set out proposals for a new regulatory framework from 2021 which is expected to result in lower returns for energy network companies and significant savings for consumers.

This includes a cost of equity range (the amount network companies pay their shareholders) of between 3% and 5%, if we had to set the rates today. This is the lowest rate ever proposed for energy network price controls in Britain. Ofgem also proposes to refine how it sets the cost of debt so that consumers continue to benefit from the fall in interest rates.”

This is very negative news for National Grid (NG.), but surprisingly the share price has risen today. It is possible that analysts and institutional investors were expecting it to be worse, so it’s a “relief” rally. Meanwhile some chatter on twitter from private investors talks about how cheap the shares are on fundamentals. That may be one view, but just look at 2021, when Corbyn and John McDonnell might be in power and to me there look to be very substantial risks. If equity investors are getting less than 5% return, then in any nationalisation the valuation of the equity could be very low even if the Government pays a “fair” price – which no recent Government did on nationalisations. They used totally artificial valuation rules to come out with the figure the politicians wanted. Investors should not trust politicians, but I think we all know that.

Roger Lawson (Twitter: )

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FCA Action, Shareholder Rights and Beaufort

Better Finance, the European representative body for retail investors have issued a couple of interesting announcements this morning. The first compliments the UK’s Financial Conduct Authority (FCA) for their action over “closet index trackers”. They are investment funds that pretend to be active managers and charge the higher fees that normally apply to such funds, while in practice they hug their benchmark index. Other European regulators have been less than prompt in taking action on this problem it transpires.

It’s not quite as positive as that though as although a number of UK asset managers have voluntarily agreed to compensate investors in such funds at a cost of £34 million, and enforcement action may be taken against others for misleading marketing material, this appears to be a voluntary scheme rather than a formal compensation arrangement.

Which are the funds complained about? I could not find any published list. But back in 2015, the Daily Telegraph reported the following as being the worse ones: Halifax UK Growth, Scottish Widows UK Growth, Santander UK Equity, Halifax UK Equity Income and Scottish Widows UK Equity Income – all bank controlled business you will note.

The second report from Better Finance was on the publication of the final draft of the EU Shareholder Rights Directive. This was intended to improve the rights of individual shareholders but is in reality grossly defective in that respect. Even if implemented into UK law, it will not improve the rights for UK investors. Indeed it might worsen them. For example Better Finance said this: “Important barriers to cross-border shareholder engagement within the EU virtually remain in place, since intermediaries will by and large still be able to charge higher fees to shareholders wanting to exercise their cross-border voting rights (admittedly subject to certain conditions) and beneficial owners of shares in nominee and omnibus accounts will still not have any voting rights (with the exception of very large shareholders), to name but two of the remaining issues.”

Let us hope that the UK Government and the FCA take more positive steps to improve the rights of UK investors which have been undermined by the use of nominee accounts and other market practices adopted in recent years.

Another recent news item from the FCA was about the forced administration of Beaufort Securities and Beaufort Asset Clearing Services. Beaufort specialised in promoting small cap companies such as those listing or listed on AIM to private investors. But the US Department of Justice investigated dubious activities in relation to US shares and has charged the firm and some individuals involved with securities fraud and money laundering. These allegations appear to be about typical “pump and dump” schemes where share prices are ramped up by active trading of the shares by the promoters of companies, such that the prices of the shares sold to investors bear little relation to fundamental value, and then the insiders sell their shares leaving private investors holding shares which the market rapidly revalues downwards. On twitter one person published charts showing the share prices of companies that Beaufort promoted to investors and it does indeed look convincing evidence of abusive practices.

These kinds of share promotions by “boiler rooms” staffed by persuasive salesmen were very common a few years back and they seem to be coming back into favour as there are a number of other companies promoting small cap or unlisted stocks to investors. Regulations might have been toughened, and such companies are more careful to ensure investors are apparently “sophisticated” or can stand the possible risks and losses, but the FCA still seems slow to tackle unethical practices. Should it really have taken US regulatory authorities to take down this company? The FCA has been aware of the market abuse in the share trading of AIM shares for some time but no action has been taken. It’s just another example of how small cap shares, and particularly the AIM market, attracts individuals of dubious ethics like bees to a honeypot.

If you have invested via Beaufort in stocks, are your holdings likely to be secure? As they may be held in a nominee account it rather depends on the quality of the record keeping by Beaufort. Past experience of similar situations does not inspire confidence. It can take years for an administrator to sort out who owns what and in the meantime the assets are frozen. The administrators are PricewaterhouseCoopers (PWC).

Roger Lawson (Twitter: )

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Chrysalis VCT AGM Report

Last week (27/2/2018) I attended the Annual General Meeting of Chrysalis VCT Plc (CYS) in the City of London. Here’s a brief report on the event. There were about half a dozen ordinary shareholders present, the three directors and fund management representatives despite the difficult travel conditions.

Chrysalis is of course a venture capital trust but somewhat different to many VCTs. It has a good performance record in recent years but does not undertake share buy-backs. As a result the shares trade at a high discount to NAV (about 20% at the time of writing). With a dividend yield of about 8% (and no tax on VCT dividends), many of the current shareholders may have purchased their shares in the market although some of my holdings date back to the year 2000 when I claimed capital gains roll-over relief.

The company is relatively small in size for a VCT, and the new VCT rules which require such companies to focus on early stage investments are causing the board some concerns apparently. There is reference in the Annual Report to “a review of the options available to the Company” and there was considerable discussion on that topic at the AGM.

Should the company wind-up? Or simply become an ordinary investment company rather than a VCT? Or perhaps look for a merger with another VCT? As regards the latter possibility, this company seems to be getting into the same situation as Rensburg AIM VCT which eventually merged with Unicorn but rather late in the day and after a lot of encouragement from me to take action. I likewise encouraged the directors of this company to make decisions fairly soon on the future of the company.

One matter discussed at the AGM was the company’s large investment in Coolabi where they hold debt repayable in 2020. Having looked at the Annual Report of that company available from Companies House before the meeting, I have a pretty jaundiced view of the value of that business. Although Chrysalis increased the valuation of their loan in the accounts, they actually wrote down their equity stake to zero it transpired (holders of Edge VCT who have a big equity stake in Coolabi should note). However, fund manager Chris Kay did make some very positive comments about the value of the intellectual property in Coolabi.

Chris also commented on the difficulty of making new investments at present with small companies now valued very highly and lots of competition for the good ones. The new VCT rules are making it more difficult and it seems that there are still long delays on getting pre-approval (advance clearance) from HMRC (now 3 to 6 months).

Obviously what the company decides to do affects different shareholders in different ways, depending on their tax status, whether they claimed roll-over relief on investment, and their desire to convert their holdings into cash. The company may do a survey of shareholders but they are not sure they will get a good response.

Those present gave their views on the situation and there were some differences. I plan to write to the Chairman giving my views in more detail. For example, I will probably suggest a “shareholder committee” that might act as a consultative group.

If you are holding shares in Chrysalis, are interested in discussing the future of this company, or would like a copy of my letter to the Chairman, you can contact me via this web page (my company’s web site):

Roger Lawson (Twitter: )

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It’s a Bleak Mid-Winter

It’s a bleak mid-winter, everybody is hunkering down against the icy winds, Royal Mail have given up delivering post even in the London suburbs, and retailers are suffering. Well no, actually it’s the second day of Spring but the first was the coldest one on record. It’s not surprising that many people have a jaundiced view of the science of global warming.

But the stock market is drifting down and the news from many companies is dire. Let’s review some of those to start with. Note: I hold or have held some of the companies mentioned.

Safestyle (SFE) sell replacement plastic windows. You would have thought households would be rushing to replace their tired and leaking windows in the bad weather but apparently not. On the 28th Feb they announced a profit warning and the share price fell 37% in the next two days. Is that because of difficulties in installing in the bad weather? No, that will come later no doubt. The problem was lack of order intake so far this year. The real problem is “the activities of an aggressive new market entrant” in an “already competitive landscape” – the latter presumably referring to consumers cutting back on big ticket items. Historically the company showed great return on capital and good profits but the old problem of lack of barriers to entry of competition seems to be the issue.

Carpetright (CPR) also issued a profit warning yesterday. They now expect a loss for the year and blame “continued weak consumer confidence”. It seems they need to have a chat with their bankers about their bank covenants, but the latter “remain fully supportive”. I suspect the real issue here is not consumers (most buyers replace carpet in one room at a time so they are not exactly big purchases) but competition, including from Lord Harris’s son (Phil Harris was the founder and Chairman of Carpetright for many years). Other carpet suppliers (such as Headlam which I hold) have not seen such a major impact, but perhaps they are not as operationally geared as Carpetright. Or the bad news will come later.

Many retailers have faced a changing market – the market never stands still, with internet sales impacting many. Both Toys-R-Us and Maplin have gone into administration. The latter have no doubt been particularly hit by the internet and Amazon, but they have also suffered by private equity gearing up their balance sheets with very high levels of debt. Neither seemed particularly adept at keeping up with fashion. Might just be a case of “tired” stores and dull merchandise ranges. But why would anyone buy from a Maplin store when they could order what they needed over the internet (from Maplin, Amazon or thousands of other on-line retailers) and get it delivered straight to their door in 24 hours? In addition, many such on-line suppliers avoid paying VAT so Maplin was going to suffer from price comparisons.

But there has been some better news. IDOX (IDOX) published their final results yesterday – well at least there was no more bad news. They issued previous profit warnings after a dreadful acquisition of a company named 6PM, and the CEO, Andrew Riley, then went AWOL on health grounds. In addition there were problems with inappropriate revenue recognition, a common issue in software companies. Mr Riley has now definitely departed permanently and former CEO Richard Kellett-Clarke continues to serve as interim CEO.

The latest financial figures report revenue up 16% for the year although some of the increase will be from acquisitions. The profit figures reported on the first page of the announcement are best ignored – they talk about EBITDA, indeed “adjusted EBITDA” and “adjusted earnings”. I simply skipped to the cash flow statement which indicated “net cash from operating activities” of £13.4 million. That compares with a market cap at the time of writing of £152 million, so the cash earnings yield might be viewed as 8.8%.

They did spend £24.3 million on “investing activities”, mainly financed by the issue of new shares, last year and much of that might effectively have been wasted. But cash flow going forward should improve. Unadjusted diluted earnings per share were very substantially reduced mainly due to increased overheads, higher amortisation and high restructuring and impairment costs. These certainly need to be tackled, but the dividend was increased which shows some confidence in the future.

The share price perked up after the results announcement but some commentators, such as my well-known correspondent Tom Winnifrith, focused on the balance sheet with comments such as “negative current assets” (i.e. current ratio less than one) and less polite phrases – he does not pull his punches.

Any accountant will tell you that a company with a current ratio (current assets divided by current liabilities) of less than 1.4 is likely to go bust simply because they risk running out of cash and will not be able to “meet their debts as they become due” (i.e. will become insolvent).

Am I concerned? No because examination of the balance sheet tells me that they have £19.8m of deferred income in the current liabilities (see note 18). This represents support charges which have been billed in advance for the year ahead. Such liabilities are never in fact crystalised in software companies. So deducting that from the current liabilities results in a current ratio that is a positive 1.7.

The balance sheet now does have substantial debt on it, offset by large amounts of “intangible” assets due to capitalisation of software development costs which many folks would ignore. The debt certainly needs to be reduced but that should be possible with current cash flow, and comments from the CEO about future prospects are positive. That is why the share price rose rather than fell I suggest on the announcement, plus the fact that no more accounting issues had been revealed.

There are promises of Spring next week, so let us hope that this will improve the market gloom that seems to be pervading investors of late. Even retailers may do better if shoppers can actually get to their shops. We just need the sun to come out for a few days and flower buds to start opening, for the mood to lighten but I fear my spring daffodils have been frozen to death.

Roger Lawson (Twitter: )

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Running Out of Gas, and InvestorEase to Close

Media reports suggest that National Grid is running out of gas, and having to pay industrial users to stop consuming it. This is due to the exceptionally cold weather spell. But National Grid has also been running out of shareholders because of fears over possible nationalisation. The share price is down by 33% on its peak in 2016. As I have probably said before, the threat of nationalisation has undoubtedly spooked international investors who now dominate the holdings of UK public companies.

It seems Macquarie analysts have suggested that investors should encourage utility companies to move their domicile to another country. Shadow business secretary Rebecca Long-Bailey has said “Transferring asset holdings overseas in pursuit of higher compensation shows total contempt for the British Public”, but I think she complains too much. Surely moving the registration of a holding company would not be effective? The Government could just take control of the assets and bearing in mind principles set by other recent laws and legal judgements, just pay what they wanted. It would all be justified as being “in the national interest” even under EU law if that still applied.

One would have to pick the domicile carefully to gain much benefit. For example, National Grid has substantial assets in the USA so they could possibly keep those out of reach by demerging the relevant part of their business. But that only provides limited protection to current investors.

I have not personally held National Grid for some time because of the political risk and am not invested in other utility companies either. If those companies wish to avoid the risks of a Labour Government and their current policies, they might find it wise to look at other ways of thwarting damage to their shareholders interests.


InvestorEase is a share portfolio management software product which I have used for the last 20 years. The current owner (Financial Express) has announced they are closing the service at the end of May on the basis that it is no longer economic to continue with it.

This is disappointing as although I also use ShareScope, there are some features in InvestorEase that are not easily replicated in the former. InvestorEase is also quicker and easier to use than ShareScope which has so many options that configuration is complex (SharePad from the same company is not a viable alternative either from my knowledge of it). But it’s hardly surprising that FE decided to close InvestorEase as the developer who maintains the software has clearly been having difficulty and losing interest of late.

I also have a portfolio in Stockopedia, but again I am not sure that will give a good solution. I need a product/service that enables maintenance of multiple portfolios with large numbers of holdings and transactions, plus a consolidated view on demand. The other reason I am running more than one such product is because I like to have a back-up in emergencies and by duplicating entries in the two products I can spot any obvious errors easily.

So any suggestions for good alternative solutions for the private but semi-professional investor would be welcomed.

Or perhaps anyone who might have an interest in taking on the product, which has suffered from total lack of marketing in recent years, should contact Financial Express.

Roger Lawson (Twitter: )

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Libel Settlement – Peace Breaks Out

Some readers of this blog may have become aware that I was pursuing a libel action against Tom Winnifrith of ShareProphets. Tom writes a newsletter which many private investors read, and he often tackles the dubious activities of some public companies and their directors – particularly AIM companies – which can only be applauded.

Our legal dispute has now been settled and Tom has withdrawn his allegations to my satisfaction. He is in the process of removing them from the web. He has even gone so far as to call me an “underlying good person” in a recent podcast so I am feeling quite saintly at present. I hope readers will not hear more about this matter.

The following statement was agreed by both parties as part of the Settlement Agreement.

Roger Lawson & Tom Winnifrith: a joint statement

Roger Lawson and Tom Winnifrith have agreed that Mr Lawson’s legal action against Tom Winnifrith for libel will not be pursued further. Life is too short. Both men are agreed that nearly all of the work done by each other on seeking reform of AIM and in campaigning against poor corporate governance is worthwhile. There are too many ways in which the stock market needs reform and too many individuals who break the rules that do exist, for energies and money to be wasted on a fight that will enrich only lawyers. 

Tom Winnifrith stated: I stand by my assertion that Roger Lawson should have declared ownership of shares when writing about them at all times and it would have been better practice to have advised readers to sell before doing so himself. But Roger acted in line with the rules for the ShareSoc blog and other publications. More importantly I am sure that he did not act in the way he did in order to secure personal financial gain. Nor did he secure a gain as a result. Roger can be somewhat cantankerous but his heart is normally in the right place; he is not the sort of man I want to be fighting, especially as on most issues we are in agreement. My energies should be focussed on the bad guys and Roger is not one of them. 

Roger Lawson stated: Like most people I find Tom Winnifrith’s language not always to my liking. However on most occasions when he goes after a company his judgement is shown to be correct and in doing that he performs a valuable service. In publishing the Globo dossier he showed bravery other journalists baulked at and with hindsight he asked all the right questions of blinkx and Globo. Since we agree on far more than we disagree on it is right that instead of making lawyers rich with any law suit we both move on and continue to offer fair criticisms of the London market and to fight on behalf of ordinary investors.


Part of the dispute was about the fact that I sometimes commented on shares that I owned. That continues to be the case on this blog, although I frequently comment on shares that I have never had any financial interest in whatsoever (for example Autonomy in my last blog post simply from my knowledge of the IT world). Excluding shares that I have owned would not make sense as I often have a deeper understanding of those companies than any financial journalist could quickly acquire. Readers should read the About page on this blog to understand the legal terms that apply to the content and use of this blog which covers that point, although I would normally declare any interest in shares when I write about them.

Postscript: Readers are reminded that I never give buy or sell recommendations on shares, and have never done so in the past. I try to give a balanced view about companies so if I point out positive aspects I am likely to also include the negative aspects. A good example is my recent comments on Rightmove Plc. Whether my comments are fair and accurate at the time you will need to judge for yourself, and hindsight can distort the picture. I am generally dubious about the ethics of those who comment negatively on companies in public while shorting the shares and likewise I do not appreciate those investors who puff shares they hold – even institutional fund managers are frequently guilty of “talking their own book” which I consider a dubious practice. It is unfortunate that the ethics of the financial world leave a lot to be desired and “fake news” is a growing problem.

Roger Lawson (Twitter: )

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Autonomy Legal Case and Revenue Recognition

There is an interesting report in today’s Financial Times on the legal case against the former CFO of Autonomy. Leading British software company Autonomy Plc was acquired by Hewlett Packard for $11 billion but subsequently had to write it down by $5 billion. They alleged that Autonomy had inflated the value of the business by various accounting practices and that is now the subject of a civil law suit.

But the interesting aspect is that the former CFO, Sushovan Hussain, is facing a criminal court today in California for 15 counts of conspiracy and wire fraud associated with the alleged falsification of Autonomy’s accounts. The UK’s Serious Fraud Office did look at the case but dropped it in 2015.

Mike Lynch of Autonomy has vigorously denied the allegations and has even set up a web site to defend himself and others against the allegations. You can read his side of the story here:

But for investors the FT article gives a nice list of the abuses that are alleged and are common in software companies. They include:

  • Booking transactions to resellers as revenue when there was no end-user license (i.e. “channel stuffing” as it is sometimes called).
  • Engaging in “round-trip” transactions where purchases were invented so it could pay money to companies which then returned it to Autonomy to cover fictitious sales.
  • Backdating sales transactions so they fell into a previous accounting period.

There is also a claim previously reported that bundles of hardware/software sales were treated as solely software in the accounts. Why does this matter? Because software sales are valued in company valuations much more highly than hardware sales.

The above are some of the things that investors in IT companies need to look at although abuse can be difficult to spot in the published accounts of a public company. High accounts receivable and apparent lengthy payment delays can be clues. There were some questions raised about Autonomy’s accounts even before the takeover.

One claim by Autonomy’s founder, Mike Lynch, is that some of the disputed differences are simply down to different accounting standards (US GAAP versus IFRS), but I am not sure that stands up to scrutiny.

Hewlett-Packard are effectively saying they were sold a pup, while Autonomy executives deny wrong-doing and blame HP for not reading their due diligence report carefully, screwing up the subsequent integration and then searching for a scapegoat after what turned out to be a disaster of an acquisition.

But if the SEC’s California prosecutors make the charges stick then there may be more problems for Mike Lynch.

The auditors of Autonomy were Deloittes.

Roger Lawson (Twitter: )

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