Just Eat – Capital Markets Day

I recall other ShareSoc Members complaining about how some companies publicly announce “Capital Market Day” events on the morning that the event takes place. This ensures that private investors are excluded as only institutional investors are given advance notice. A very good example was that for Just Eat (JE.) yesterday. Given in an RNS at 7.00 am in the morning, with the event commencing at 9.00 am.

Usually such announcements say something like “no new information will be provided”, or in this case it said “no update on trading will be provided”. But in fact there was obviously very significant new information provided because the share price fell 7.1% on the day, mainly in the afternoon.

There was a webcast provided and I tried to listen to a recording of it in the evening but it kept breaking up so I did not hear anything of interest. The Financial Times reported this morning that “management comments about costs and profitability jolted investors”, and that “investment levels in the coming years would remain elevated and margins were likely to flatline at its marketplace business”. Consensus forecasts were likely to fall it suggested. There was no announcement this morning from the company clarifying what was said or why the share price fell.

This debacle follows a similar sharp fall in the share price following an unexpected statutory loss due to exceptional write-offs in the annual results in March. It is also clear the market for food delivery is changing rapidly with new entrants in addition, meaning the sector is getting more competitive and more investment seems to be required.

I did previously hold a significant number of shares in the company but sold the remainder today. Just too many unexpected events at this company. I hate unpredictable companies and lack of clarity in management statements (or no statements). When confidence in a company and its management evaporates, it’s always time to sell in my view.

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

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Directors Removed But One Reappointed at Telit

More interesting events at the Telit Communications (TCM) AGM yesterday. This is a company that has been through troubled times of late with the departure of former CEO Oozi Cats under a cloud and lots of questions about their accounts being raised. But events at the AGM were even more surprising when the Chairman Richard Kilsby and two other non-executive directors were voted off the board on a poll. The meeting lasted all of ten minutes apparently.

Existing non-executive director Simon Duffy took over as Interim Chairman and one of the removed directors, Miriam Greenwood, was promptly reappointed (i.e. co-opted to the board). This was so as to ensure the “board and its committees continue to be quorate with an appropriate number of independent, non-executive directors” according to the announcement by the company.

Is it legal for a board to reappoint a director just removed by a vote of shareholders? The answer is yes unless a resolution was passed to the contrary. Whether it is acceptable practice is another matter altogether.

I have come across this situation once before at Victoria where the Chairperson reappointed someone just removed by a vote of shareholders. I did not like it then when the justification given was the need to have at least two directors to maintain the company’s listing. I recall saying at the time: “is there nobody else in the company who is willing to step forward”. The Chairperson was subsequently removed by shareholders.

Does the justification for re-appointing a removed director by the Telit board make any sense? Not really in my view. Board committees don’t sit frequently and new non-executive directors can usually be recruited relatively quickly. Perhaps the board anticipated some problems in that regard as joining this board might be perceived as being risky. But Telit is an AIM company so is not bound by the UK Corporate Governance Code regarding the number of independent directors and composition of board committees and nor is there any AIM Market Rule that I am aware of that would require them to immediately appoint another non-executive director. Even if the company is adhering to some other corporate governance code, the rules are typically “comply or explain” and obviously the company would have a good explanation for non-compliance.

It would seem to me that the board simply considered it a good idea to reappoint Miriam Greenwood, but when shareholders have voted to remove her, I suggest she should have stayed removed. Shareholders views and rights should not be abused in this manner. It is surely time for the FCA or FRC to lay down some guidelines on what is permissible in such circumstances as the Companies Act does not cover it.

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

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Scottish Mortgage Investor Meeting

Yesterday I went to the meeting for investors held by Scottish Mortgage Investment Trust (SMT) in London. This was a useful event as they normally hold their AGMs in Scotland. Needless to say this company’s name is now grossly misleading as it does not invest in mortgages nor in Scotland but is a “global” investment trust. It has a great track record in the last few years and has a focus on growth companies. Their top 10 investments are Amazon, Alibaba, Illumina, Tencent, Tesla, Baidu, Kering, Inditex, Netflix and Ferrari which gives you a good idea of their focus. Here are some of the words of wisdom from manager James Anderson:

He finds the stock market ever more puzzling. Investors think daily headlines help you to invest but there is no correlation. Comment: I think he is saying ignore the political gyrations and such matters as Brexit. He suggested that people way cleverer than us get the world wrong and referred to the work of Hans Rosling and that of Hendrik Bessembinder who reported that 0.4% of all US stocks created half the wealth. Comment: Anderson implied that the key was to pick a few of those really successful growth companies because they will have the biggest impact on overall returns.

SMT therefore tries to identify businesses that are focused on growth markets with great potential – at least 40% per annum. Typically they are also run on a completely pragmatic basis.

Anderson thinks that deflation is highly likely in the next few years as companies they are investing in are reinventing the world. For example healthcare may become a lot cheaper as diagnostics improves and reduces the burden of expensive late stage interventions in cancer and heart disease.

Catherine Flood talked about the companies they are invested in and about the biotechnology sector where genome mapping is creating major opportunities. They have a rising number of private companies in their portfolio.

In response to questions, Anderson said they sold Apple two years ago because growth prospects seemed limited and had reduced their holding in Facebook for other reasons. He also questioned whether the kind of investment strategy following by Warren Buffett will continue to work in future as markets get disrupted by new companies using innovative technology. We may be facing a different world in future where “value” is less important.

As regards their large number of holdings in Chinese companies, Anderson was not worried about the political risks in China and expected China to become the dominant world economy in the near future. They are leading in technology in some areas (e.g. NIO in electric cars).

Overall this was an educational presentation as we got some understanding of the investment strategy of the company which clearly has worked well when economies have been buoyant and markets have been heading consistently upwards. The share price is at a premium to assets of 3.6% at present so might be vulnerable to a correction if there is any hiccup in the global economy. There was no mention of cash flows, return on capital or other “fundamental” measures of value in companies which tells you something does it not. But if you wish to invest in global growth companies, this is certainly one investment trust to consider.

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

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Horizon Discovery AGM and Chrysalis VCT

Yesterday I attended the Annual General Meeting of Horizon Discovery Group (HZD) in Cambridge. This is a new holding for me, and I don’t often buy shares in companies that are not reporting profits, but I thought it was worth going along to learn some more about the business. The company’s primary focus is on cell manipulation tools (gene editing, gene modulation) which they sell to drug development companies et al. I am not sure I have great understanding of the science but they recently had an offer for the business from Abcam who should understand it, particularly as they shared a non-exec director, Jonathan Milner, until recently. The offer from Abcam was rejected on the basis it was not good enough. The board of Horizon thought it was worth twice as much on a revenue multiple basis looking at comparable companies so the offer was withdrawn. Analysts forecasts are for near breakeven on an adjusted basis this year so it is making progress, but it’s still valued at more than seven times revenue.

However, I shouldn’t need to tell you that this area of medical science is a rapidly developing one with great prospects for innovatory cures of genetic defects and more focused drugs to match a person’s DNA profile.

With minimal shareholders present, it was a short meeting and only I asked any questions, so it will be a short report. One question I asked is why the company loses money on services but makes a profit on product sales. See segmental breakdown on page 66 of the Annual Report. As I said at the time, normally it’s easier to lose money on product sales because with services if they are not profitable you can simply stop providing them. In other words, this was an unusual profile. The Chairman, Ian Gilham, initially denied they lost money on services (it’s over £10 million excluding even “leveraged R&D”), but the CFO then explained that the services are often development projects for customers where they retain the IP, i.e. the customers are paying to some extent to develop the products. That is always a good business model.

I asked why the former CEO had recently left and the only answer I got was that he probably wanted to work for a smaller company while Horizon is now quite large after the recent acquisition of Dharmacon. That will transform the financial numbers. The new CEO is Terry Pizzie who has worked for the company since February 2017.

I was favorably impressed on the whole but I did comment that even if it is an AIM company they could do with having a Remuneration resolution on the agenda. Their pay scheme is actually quite a simple one, and bonuses last year were quite limited, so I would have voted in favour of it anyway.

A long-awaited announcement yesterday on what they plan to do to tackle some strategic issues was from Chrysalis VCT (CYS). This venture capital trust has been somewhat unusual in being self-managed and having no discount control mechanism, i.e. no active buy-back policy. As a result of the latter combined with decent fund performance the trust was offering a very high dividend yield to those investors brave enough to buy shares in the market (like me). Some of the directors took advantage of that situation in the past, although not recently. However the company is facing some possible problems in that the size of the trust is tending to run down due to the high dividends paid out, and the changes to the VCT rules might make it difficult to follow their past investment strategy.

So yesterday they announced that they were implementing an “active buy-back” policy with a target discount to NAV of 15%. The share price rose on the day as a result. Even after that the yield is 7.6% (tax free) according to the AIC. The buy-back policy might help if they wished to raise more investment funds, but they also say they are likely to make “further distributions of capital” so it looks like the fund will run down further in size instead.

The half year results given in the same announcement were somewhat pedestrian (NAV up 1.6%) like many VCTs I hold of late. But anyone considering the shares needs to look at the large holding of Coolabi in the portfolio.

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

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Tungsten, RedstoneConnect, Proactis, LoopUp, Mello and productivity

ITesterday there was an announcement by Tungsten Corporation (TUNG) that there was press speculation about a possible requisition of a general meeting to remove some of the directors, including the Chairman and CEO, and appoint others. This is likely to come from Odey Asset Management supported by other large investors the company understands. Their combined holdings could give them a good chance of winning any vote, or at least it would be a hard-fought proxy battle.

It would seem that the former CEO Edi Truell is involved in this initiative. It would be most unfortunate in my view if he returns to this business (and I did purchase a very few shares in the company after he departed which I still hold). Richard Hurwitz has done a good job in my view of turning this company from a financial basket case with very substantial annual losses into a sounder one. Revenue has been rising and costs have been cut although profits have been longer to appear than hoped. However the company does report that EBITDA was at breakeven for the first four months of the calendar year. It’s at least heading in the right direction now so I am unlikely to be voting for any such requisition.

I attended the Mello event at Hever yesterday and was hoping to get an update from Mark Braund on RedstoneConnect (REDS) where he was due to present. But his presentation was cancelled. Now we know why because an announcement this morning from the company said he was leaving. Perhaps he wants a new challenge. This was another basket case of a company where Mark turned it around in the two years he has been there. So some investors may not be pleased with his departure and the share price predictably dropped on the news. The new CEO will be Frank Beechinor who is currently the Chairman. He is also Chairman of DotDigital and clearly has experience of running IT companies so it’s probably a good choice. A new non-executive Chairman has been appointed (Guy van Zwanenberg).

The Mello event, organised by David Stredder of course, was held near Hever Castle in deepest Kent. I know some of the roads in the area as I live nearby but even so managed to get lost. Not the ideal location. But it was a useful event otherwise. I did an interview for Peter of Conkers Corner and sat on the panel covering the Beaufort case. Videos of both are likely to be available soon, and I will tweet links to them when they appear.

A company that did present at Mello was Proactis (PHD) with CEO Hamp Wall doing the talking. I was unsure of the potential future growth for the company as I thought the market for procurement software might be quite mature (i.e. most likely users had such a product/service). But not so it seems, particularly in the USA and their target vertical segments. Hamp spoke clearly and answered questions well. He is clearly an experienced IT sales/marketing manager. He said he was surprised though that the share price fell over 40% recently when they announced the loss of two of their largest customers. He thought it might fall 15%. I agreed with him that it seemed excessive. But the market does not like surprises.

Today I attended the AGM of LoopUp Group (LOOP) who sell conferencing software. They recently merged with a competitor named MeetingZone and it looks likely to double revenue and more than double profits if things go according to plan. The joint CEOs made positive noises about progress. The company is chaired by heavyweight Chairperson Lady Barbara Judge CBE which is somewhat unusual for this kind of company – at least heavyweight in terms of past appointments if not lightweight in person.

Tim Grattan was the only other ordinary shareholder present and may do a fuller report for ShareSoc. A disappointing turnout for a very informative meeting as both I and Tim asked lots of questions.

Tim advised me after I mentioned the Foresight 4 VCT fund raising that it was odd that no mention was made in the prospectus of the alleged illegal payment of a dividend. Is this not a “risk factor” that should have been declared he asked? That company and its manager seem to be turning a blind eye to that problem.

There was an interesting letter from Peter Ferguson in the Financial Times today. It covered the issue of a declining productivity growth in the UK and other countries aired in a previous article by Martin Wolf. This is certainly of concern to the Government and should be to all investors because only by increasing productivity can we get richer. Mr Ferguson suggested one cause was the negative impact of increasing regulation. He suggested it has three impacts: 1) more unproductive people appointed to monitor and enforce the regulations, 2) more compliance officers, and 3) less productivity as a result in companies due to sub-optimal practices. Perhaps fortuitously I am invested in a company that sells risk and compliance solutions. It’s certainly a growth area and there may be some truth in this argument. Has MIFID II reduced productivity in the financial sector with few benefits to show for it? I think it has.

But Rolls-Royce are going to improve the productivity in their business at a stroke. They just announced they are going to fire 4,600 staff. But are any of them risk and compliance staff?

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

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Hybrid AGMs and British Land

The British Land Plc (BLND) Annual General Meeting is coming up on the 17th July and I took the opportunity to review the agenda items as some are particularly interesting this year. One resolution refers to a change in the Articles which have been substantially revised. They include:

  • A new resolution to permit “hybrid” General Meetings where some members can participate electronically instead of attending in person. But “all electronic” meetings are still not permitted. This is surely a good initiative and would enable many more shareholders to “attend” such meetings. The disappointing aspect is that apparently the company has “no current intention” to use this capability.
  • A new provision is to allow the current directors to continue in office, with limited capabilities, if they are all voted off at an AGM. This is not very likely to happen, particularly when there are 13 directors on the board as in this company, although I have seen it threatened at smaller companies. Perhaps it is not an unreasonable provision. But why does any company need 13 directors? That surely makes board meetings either very long-winded or some directors are not likely to be saying much. It makes for dysfunctional board meetings. Looking at the backgrounds of some of the directors, where there is no obvious relevance to a property company, it would look like the board could be reduced in size without too much difficulty.
  • Another change is to up the limit on the total pay of non-executive directors from £600,000 to £900,000. Does that sound high? Perhaps not when the Chairman has a fee set at £385,000 per year and the non-executives get a base fee of £62,500 with other additions for sitting on various committees. Indeed the odd thing is that the total fees paid to non-executive directors were £986,000 last year. Surely that means the new limit it not enough and the limit was breached by a wide margin last year? Perhaps not because the limit excludes any additional fees for serving on committees or for acting as chairman which presumably can be set at whatever the board thinks are reasonable. In reality it’s a limit voted upon by shareholders that can be easily side-stepped. It’s surely worth asking for justification at the AGM! So I’ll be voting against the change to the Articles even though most of the revisions are sensible.

The registrar in this case is Equiniti. They sent me a paper proxy voting form but no paper Annual Report, which is somewhat annoying as reading a 186 page report on-line is not easy. I’ll have to request a paper one. But at least they provide an easy on-line voting system unlike some others I could mention – I am still on correspondence with Link Asset Services (Capita as was) on that subject.

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

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Quindell and the FRC’s Role

There was a very good article written by Cliff Weight and published on the ShareSoc blog yesterday about the fines on KPMG over the audit of Quindell. Cliff points out the trivial fines imposed on KPMG in that case, the repeated failings in corporate governance at large companies and he does not even cover the common failures in audits at smaller companies. The audit profession thinks they are doing a good job, and the Financial Reporting Council (FRC) which is dominated by ex-auditors and accountants, does not hold them properly to account.

Perhaps they lack the resources to do their job properly. Investigations take too long and the fines and other penalties imposed are not a sufficient deterrent to poor quality audits when auditors are often picked by companies on the basis of who quotes the lowest cost.

Lots of private investors were suckered into investing in Quindell based on its apparent rapid growth in profits. But the profits were a mirage because the revenue recognition was exceedingly dubious. One of the key issues to look at when researching companies is whether they are recognizing future revenues and hence profits – for example on long-term contracts. Even big companies such as Rolls-Royce have been guilty of this “smoke and mirrors” accounting practice although the latest accounting standard (IFRS 15) has tightened things up somewhat. IT and construction companies are particularly vulnerable when aggressive management are keen to post positive numbers and their bonuses depend on them. Looking at the cash flow instead of just the accrual based earnings can assist.

But Quindell is a good example where learning some more about the management can help you avoid potential problems. Relying on the audited accounts is unfortunately not good enough because the FRC and FCA don’t seem able to ensure they are accurate and give a “true and fair view” of the business. Rob Terry, who led Quindell, had previously been involved with Innovation Group but a series of acquisitions and dubious accounting practices led to him being forced out of that company in 2003. The FT has a good article covering Mr Terry’s past business activities here: https://www.ft.com/content/62565424-6da3-11e4-bf80-00144feabdc0 . They do describe Terry as “charismatic” which is frequently a warning sign in my view as it often indicates a leader who can tell a good story. But as I pointed out in a review of the book “Good to Great”, self-effacing and modest leaders are often better for investors in the long-term. Shooting stars often fall to earth rapidly.

One reason I avoided Quindell was because I attended a presentation to investors by Innovation Group after Terry had departed. His time at the company was covered in questions so far as I recall, and uncomplimentary remarks made. They were keen to play down the past history of Terry’s involvement with the company. So the moral there is that attending company presentations or AGMs often enables you to learn things that may not be directly related to the business of the meeting, but can be useful to learn.

The ShareSoc blog article mentioned above is here: https://www.sharesoc.org/blog/regulations-and-law/the-quindell-story-and-the-frc/

Note though that subsequently the FRC have taken a somewhat tougher line in the case of the audit of BHS by PWC in 2014. Partner Steve Dennison has been fined half a million pounds and banned from auditing for 15 years with PWC being fined £10 million. But the financial penalties were reduced very substantially for “early settlement” so they are not so stiff as many would like. I fear the big UK audit firms are not going to change their ways until their businesses are really threatened as happened with Arthur Anderson in the USA over their audits or Enron. That resulted in a criminal case and the withdrawal of their auditing license, effectively putting them out of business. The UK needs a much tougher regulatory regime as they have in the USA.

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

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