Brexit, Abcam, Victoria and the Beaufort Case

Another bad day for my portfolio yesterday after a week of bad days last week when I was on holiday. Some of the problems relate to the rise in the pound based on suggestions by Michel Barnier that there might actually be a settlement of Brexit along the lines proposed by Theresa May. This has hit all the companies with lots of exports and investment trusts with big holdings in dollar investments that comprise much of my portfolio. But a really big hit yesterday was Abcam (ABC).

Abcam issued their preliminary results yesterday morning. When I first read it, it seemed to be much as expected. Adjusted earnings per share up 27.1%, dividend up 17.1% and broker forecasts generally met. The share price promptly headed downhill and dropped as much as 32%, which is the kind of drop you see on a major profit warning, before recovering to a drop of 15.2% at the end of the day.

I re-read the announcement more than once without being able to identify any major issues or hidden messages that could explain this drop. The announcement did mention more investment in the Oracle ERP system, in a new office and other costs but those projects were already known about. Indeed I covered them in the last blog post I wrote about the previous Abcam AGM where I was somewhat critical of the rising costs (see https://roliscon.blog/2017/11/15/abcam-agm-cambridge-cognition-ultra-electronics-wey-education-and-idox/ ). The Oracle project is clearly over-budget and running behind schedule. A lot of these costs are being capitalised so they disappear from the “adjusted” figures.

The killer to the share price appears to have been comments from Peel Hunt that the extra costs will reduce adjusted earnings by 9% based on reduced margins. The preliminary results announcement did suggest that the adjusted EBITDA margin would likely be 36% as against the 37.8% that was actually reported for last year. Revenue growth of 11% is expected for the current year so even at the reduced margin that still means profits will grow by about 5%. That implies only a slight reduction in adjusted e.p.s. on my calculations which implies a prospective p/e of about 34. That may be acceptable for such a high-quality company with an enviable track record (which is why it is one of my larger holdings) but perhaps investors suddenly realised that the previous rating was too high and vulnerable to a change of sentiment. That realisation seems to be affecting many highly rated go-go growth stocks at present.

The excessive IT project costs are of concern but if the management considered that such investment (£33 million to date) was necessary I think I’ll take their word on it for the present. At least the implementation of the remaining modules is being done on a phased approach which suggests some consideration has been given to controlling the costs in the short term.

I attended the AGM of another of my holdings yesterday – Victoria (VCP). They manufacture flooring products such as carpets, tiles, underlay and also distribute synthetic flooring products (I think that means laminates etc). There was a big bust-up at this company back in 2012 in which I was involved. The company was loss making at the time but some major shareholders decided they wanted a change or management and lined up Geoff Wilding who is now Executive Chairman. After an argument over his generous remuneration scheme and several general meetings, it was finally settled. After meeting Geoff I decided he knew more about the carpet business and what was wrong with the company than the previous management and therefore backed him – a wise decision as it turned out. Since then, with aggressive use of debt, he has done a great job of expanding the business by acquisition and this has driven the share price up from 25p to 760p. Needless to say shareholders are happy, but there were only about half a dozen at the AGM in London.

I’ll cover some of the key questions raised, and the answers, in brief. I asked about the rise in administration costs. This arises from the acquisitions and investment in the management team apparently. I also questioned the high amortisation of acquisition intangibles which apparently relates to customer relationships capitalised but was assured this was not abnormal. This is one of those companies, a bit like Abcam, where the “adjusted” or “underlying” figures differ greatly to the “reported” numbers so one has to spend a lot of time trying to figure out what is happening. It can be easier to just look at the cash flow.

Incidentally the company still has a large amount of debt because that has been raised to finance acquisitions in addition to the use of equity placings. In response to another question it was stated that the policy is to maintain net debt to EBITDA at a ratio of no more than 2.5 to 3 times. But earnings accretion is an important factor.

Geoff spent a few minutes outlining his approach to acquisitions and their integration which was most revealing. He talked a lot of sense. He will never ever buy a failing company. He wants to buy good companies with enthusiastic management. Thereafter he acts as a coach and wants to avoid disrupting the culture. He said a lot of acquisitions fail as people try to change everything wholesale. One shareholder suggestion this was leading to a “rambling empire” but the CEO advised otherwise.

The impact of Brexit was raised, particularly as there is nothing in the Annual Report on the subject. Were there any contingency plans? Geoff replied that if it is messy it will help Victoria as a lot of carpet is made on the continent and a fall in sterling will also help. He suggested they have lower operational gearing than many people think but obviously they might be affected by changing customer confidence. The CEO said that Brexit is on his “opportunity list”, not his “problem list”.

A question arose about the level of short selling in the stock which seems to have driven down the share price of late. Geoff suggested this was a concerted effort by certain hedge funds but he was confident the share price will recover.

Clearly Geoff Wilding is a key person in this company so the question arose about his future ambitions. He expects to do 2, 3 or 4 acquisitions per year and life would be simpler if he didn’t do so many. He tends to live out of a suitcase at present. But he still hopes to be leading the company in 5 year’s time.

In summary this was a useful meeting and I wish I had purchased more shares years ago but was somewhat put off by the debt levels.

Lastly, there was a very interesting article by Mark Bentley on the Beaufort case in the latest ShareSoc newsletter (if you are not a member already, please join as it covers many important topics for private investors). It seems that the possible “shortfall” in assets was only 0.1% of the claimed assets with only three client accounts unreconciled. But administrators PWC and lawyers Linklaters are racking up millions of pounds in fees when the client assets could have been transferred to other brokers in no time at all and at minimal cost. An absolute disgrace in essence. Be sure you encourage the Government, via your M.P., to reform the relevant legislation to stop this kind of gravy train in future.

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

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Stopping Another Beaufort Case

Readers are probably aware of the administration of stockbroker Beaufort, how PwC are running up enormous bills to the disadvantage of creditors and how they also claimed to be able to charge the bills against client assets under the Special Administration Rules. See here for more information if you are not familiar with this debacle: https://www.sharesoc.org/campaigns/beaufort-client-campaign/

I hope all stock market investors have already written to their Members of Parliament on this topic, not just to get the Special Administration Rules changed but to get a proper and full reform of the share ownership system in the UK. If you have not, please do so now.

But another way to get the Government’s attention is to get enough people to sign a Government e-petition. One of the people affected by the Beaufort case has created just such a petition which is now present here: https://petition.parliament.uk/petitions/222801 . Please sign it now!

The Special Administration rules that apply to financial institutions (banks and stockbrokers for example) are helpful in many ways and were well conceived following the banking crisis in 2008. But rule 135 which allows client assets to be filched by an administrator, even when they are held in trust, seems to have been snuck in without notice and without consultation. It means anyone who holds shares in a nominee account (as most people do nowadays) is at risk of substantial losses if the broker goes bust. That’s a more common occurrence than most people realise mainly because most brokers operate in a highly competitive and low margin market.

SO MAKE SURE YOU SIGN THE PETITION TO ENSURE YOUR ASSETS ARE SECURE

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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Protecting Yourself Against Administrations

Investors now know that when your stockbroker goes into administration, your assets are not secure (or “ring fenced” as your contract with them often says) because they can be seized under the Special Administration Regulations by the administrator to pay their costs. This has become clear from the Beaufort case. That means many investors are facing losses because Beaufort client accounts, like most stockbroking accounts now, were nominee accounts with the shares registered in the name of Beaufort.

There are two possible ways to protect your assets: 1) Hold your shares in the form of paper share certificates – not the most convenient format for trading and expensive to do so even if you can find a broker still willing to handle them; or 2) Hold your shares in a personal crest account, i.e. a “Sponsored Crest” account where your broker acts as the sponsor but the shares are registered in your name and traded electronically.

Some doubts arose in my mind about whether the latter would actually provide the protection required. For example, would an administrator be able to transfer the shares into their name, or stop the transfer of the account and hence the holdings to another broker? So here are the answers provided by Killik & Co who. It provides some reassurance:

In order for a participant to change Sponsor, CREST require:  

  • For those Participants that are already Sponsored, 3 letters as follows – – One from the existing Sponsor stating they are happy for the Participant(s) to move away from them on a set date. – One from the Participant(s) requesting to move Sponsors on a set date. – One from the new Sponsor stating they are happy to take over sponsorship of the Participant on a set date.
  • However, our understanding is that, where the Sponsor is in administration, a letter is not required by the existing Sponsor.  We believe it would be possible therefore, for the sponsored member to instruct another Sponsor to take on the sponsorship of the account.  Note that CREST is not a custodian or a depository and the shares are actually held by the Sponsor, but in the name of the legal owner. 

Regarding the question of the ability of the administrator to issue instructions on the stocks or transfer them into their own nominee name, our understanding is that the administrator has no rights over the securities held in the name of the legal owner as specified on the legal register. 

This information is provided by Killik & Co to the best of their knowledge and belief. For more information contact Gregory Smith on 0207-337-0409.

There are few brokers that still offer personal crest accounts (Killik & Co are one of them), but that still leaves the problem that ISAs and SIPPs have to be held in nominee accounts. Until the administration legislation is reformed, the only solutions for them are to open multiple broker accounts so that no one of them contains assets worth more than £50,000 (the limited covered by the Financial Services Compensation Scheme) or to pick a broker which is large enough and with a balance sheet that is strong enough that it is unlikely to go into administration. Having multiple broker accounts can be wise for other reasons than the risk of administration even if it can make life very complicated and possibly less secure – for example IT meltdowns in financial services companies are not uncommon (RBS and TSB are examples). It can be very frustrating not to be able to trade even for a few minutes (as happened this morning with the LSE due to a technology problem) let alone days or even weeks as Beaufort clients are suffering.

It is perhaps unfortunate that these risks might make for an anti-competitive stockbroking market. Folks may be very reluctant to sign up with new brokers who have a limited track-record.

But we really do need some reform of the insolvency rules to stop administrators grabbing client assets, a new electronic “name on register” system that protects ownership to replace the nominee system (something I have been campaigning on for years), and the ability to hold ISA and SIPP holdings in our own name.

ShareSoc are running a campaign on the Beaufort case (see https://www.sharesoc.org/campaigns/beaufort-client-campaign/ ) and have also asked anyone who is concerned about this issue, as all stock market investors should be, to write to their M.P.s. Please do so. Only that way will we get political action on these issues. ShareSoc can provide a template letter you can use.

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

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Shareholder Democracy, RBS, Rightmove AGM and Stockopedia

There is a very good article by City Slicker in this weeks’ edition of Private Eye (No.1469) on the subject of “Apathy in the City”. The article comments on the “disengaged” share owners in Persimmon who failed to vote against the remuneration report, or simply abstained. See my previous blog post on that subject here: https://roliscon.blog/2018/04/25/persimmon-remuneration-institutions-duck-responsibility/

The article highlights the issue that the many private shareholders in the company probably also did not vote (they could have swung the result), because they have effectively been disenfranchised by the nominee system that is now dominant. The writer says “This democratic deficit has been richly rewarding for companies, share registrars and those representing retail investors”, and the result “has been a real diminution in shareholder democracy”. A few more articles of that ilk may sooner or later impress on politicians and the Government that substantial reform is necessary.

The article also points out how the EU Shareholder Rights Directive, one of the few good things to come out of the EU bureaucracy in my opinion, is being misinterpreted by the UK Government to suggest beneficial owners are not shareholders.

To get the message across I have written to my M.P. on the subject of Beaufort and the substantial financial losses that thousands of investors will suffer there as a result of the use of nominee accounts compounded by the current insolvency rules. If anyone would like a copy of my letter to crib and send to their own M.P., just let me know.

In the meantime the AGM at the Royal Bank of Scotland (RBS) is due on the 30th May. The RBS board has opposed the resolution put forward by ShareSoc and UKSA to establish a “shareholder committee”. That would be a step forward in corporate governance in my view and shareholders would be wise to vote in favour of that resolution (no.27). I do hold a few shares in the company but will be unable to attend the AGM in Edinburgh so if anyone would like a proxy appointment from me so that you can attend and voice your own views on the subject, please let me know. You would at least have the pleasure of seeing the buildings created in Gogarburn by empire builder Fred Goodwin for RBS.

The RBS Annual Report is a 420 page document which must make it one of the heaviest UK Plc Annual Reports. The motto on the cover is quite amusing. It reads “Simple, safe and customer focussed” – perhaps it means they intend to get back to that because RBS was none of these things during the financial crisis that almost bankrupted the business.

One aspect that City Slicker criticizes in the aforementioned article is the low “turn-out” of voters at AGMs, i.e. the low percentage of shareholder votes cast even including “votes withheld”. A third were not voted at Persimmon. That is not untypical at AGMs in my experience although institutional voting has improved in recent years. It’s often the private investors now who don’t vote due to the difficulty, or downright impossibility of voting shares held in nominee accounts.

But there was no such problem at Rightmove Plc on the 4th May. About 85% of votes were cast. As a holder I could not attend in person, but Alex Lawson has written a report which is on the ShareSoc Members Network. One surprising result though was that long-standing Chairman Scott Forbes got 39% of votes against his re-election and Remuneration Committee Chairman Peter Williams got 37% against. I voted against the latter, against the Remuneration Report and did not support the re-election of Scott Forbes either. With 12 plus years of service, it is surely time to look to board succession planning and a new Chairman. The board is to look into why they got so many votes against the two resolutions which is certainly unusual.

To conclude I see that blogger/journalist Tom Winnifrith is having yet another go at mild-mannered Ed Croft of Stockopedia after a spat at the UK Investor Show over a trivial matter. Since then Tom has been attacking Ed over “recommendations” given by Stockopedia in his usual rottweiler manner. As a user of Stockopedia and other stock screening services, I don’t expect absolutely all the positively rated stocks to be great investments. I know that some will be dogs because either the accounts are fraudulent, the management incompetent or unexpected and damaging events will appear out of the blue. So for example, Globo’s accounts fooled many people including me until late in the day so any system that relied just on analysis of the financial numbers would be likely to mislead. But stock screens rely on the laws of averages. The fact that there will be one or two rotten apples in the barrel does not mean that stock screens cannot be a useful tool to quickly scan and dispose of a lot of “also-rans” in the investment world. They can quickly highlight the stocks that are worthy of more analysis, or prompt dismissal.

Winnifrith seems unable to differentiate between meritorious causes that deserve the full power of his literary talents and those where his imitation of a sufferer from Tourette’s syndrome where he heaps abuse on innocent victims goes beyond the bounds of reason. Stockopedia provides a useful service to investors. Let us hope that the saying there is “no such thing as bad publicity” applies in this case.

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

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Beaufort Administration, Intercede and the Mello Conference

Yesterday I attended the first day of the 2-day Mello investor conference in Derby. There were lots of good presentations and some interesting companies to talk to. One hot topic of conversation was the collapse of Beaufort which was forced into administration (see two previous blog posts on the topic for details). There are apparently many people affected by it. There are a number of major issues that have arisen here:

  • The administrators (PWC) have suggested it might cost as much as £100 million to wind up the company and return assets to clients which seems an enormously large figure when the assets held are worth about £550 million. The costs will be taken out of the clients’ funds and as a result there will hundreds of larger clients who will suffer substantial loses (those with assets of less than £50,000 may be able to claim against the Financial Services Compensation Scheme – FSCS – but larger investors will take a hair-cut).
  • The assets (mainly shares) were apparently held in nominee accounts. Surely these were “segregated” accounts, i.e. not available to be treated as assets of the failed business? Most brokers who use nominee accounts will have wording in their contracts with their clients that cover this with often fine words that conceal the underlying reality that if there is any “shortfall” then the clients may be liable. But regardless, PWC are saying that because this is a “Special Administration” they have the right to take their fees out of the client assets/funds.
  • There will be a Creditors’ Meeting as required by all administrations but will the creditors be able to challenge the arrangements put in place by PWC and the costs being incurred? From past experience of such events I think they may find it very difficult. Administrators are a law unto themselves. It is alleged that there were offers from other brokers to take over the assets of Beaufort and their clients very quickly and at much lower cost, but that offer has been ignored. Investors need to ask why.
  • Note that the Special Administration regime was introduced during the financial crisis to enable the quick resolution of problems in financial institutions such as banks. This is where it is necessary to take prompt action to enable a company to continue trading and the clients not to be prejudiced. But in this case it seems we are back to the previous state where client assets are frozen for a lengthy period of time while the administrator runs up large bills at the clients expense.
  • I said only recently that the insolvency regime needs reform after the almost instant collapse of both Conviviality and Carillion. There may not have been a major shortfall in Beaufort and it might have been able to continue trading. But the current Administration rules just provide large, and typically unchallengeable, fees for the administrators who give the impression of having little interest in minimising costs. The result is the prejudice of investors in the case of a broker’s collapse, or of shareholders in the collapse of public companies.
  • Can I remind readers that part of the problem is the widespread use of nominee accounts by stockbrokers. I, ShareSoc and UKSA have long campaigned for reforms to reduce their use and give shareholders clear title and ownership after they purchase shares. In the meantime there are two things you can do: a) Avoid using nominee accounts if at all possible (i.e. use certificated trading or personal crest accounts so your name is on the share register); b) if you have to use a nominee account, make sure you are clear on the financial stability of the broker and that you trust the management. It would not have taken a genius to realise that some of the trading practices of Beaufort might raise some doubts about their stability and reputation.

I do suggest that investors who are affected by the collapse of Beaufort get together and develop a united front to resolve not just the problems raised by this particular case, but the wider legal issues. Forceful political representation is surely required.

See this web site for more information from PWC: https://www.pwc.co.uk/services/business-recovery/administrations/beaufort/beaufort-faqs.html

An amusing encounter at the Mello event was with Richard Parris, the former “Executive Chairman” of AIM listed Intercede (IGP). He was talking in a session entitled “The importance of the right board of directors” and he conceded that “separation of roles” is important, i.e. presumably he would do it differently given the chance. Richard, the founder of the company, has recently stepped down to a non-executive role, they have a new Chairman, and even Richard’s wife who was operations manager has departed. While I was in the session, there was even an RNS announcement saying the “Chief Sales Officer” had resigned (I am still monitoring the company despite having sold all but a nominal holding years back).

Richard pointed out to me that the pressure put on the company over his LTIP package back in 2012 meant that his share options are worthless as the performance targets put in place were not achieved. Well at least he is still talking to me and has joined ShareSoc as a Member apparently. Sometimes time can heal past disputes, and as I said, shareholder activism does work!

But it is regrettable that RBS are recommending voting against a resolution proposing a shareholder committee at their upcoming AGM. Perhaps not surprising, but a shareholder committee could avoid confrontation over such issues as remuneration and would be a better solution that confrontation.

I hope the Mello event becomes a regular feature of the investment calendar.

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

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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: https://twitter.com/RogerWLawson )

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