CentralNic, Photo-Me and Nationalisations

Firstly lets talk about a couple of companies in which I hold no shares. CentralNic (CNIC) published interim results this morning. This company sells internet domain names and web services. It states that both revenues and adjusted EBITDA have tripled year on year. The share price has not moved at the time of writing.

This company is surely operating in a growth sector but the company’s share price is less than it was 5 years ago. The company has been growing via acquisitions, but the key problem appears to be that the dilution of shareholders from the issue of new shares means that reported earnings and cash flow per share have bounced around a bit but not consistently grown even though revenue has. The reported loss after tax at the half year was £3.3 million and it generated negative cash flow from operations of £1.4 million.

The CEO comments on “these outstanding results” and he is “confident in continuing our trajectory towards joining the ranks of the global leaders in our industry”. But shareholders might prefer that the company simply generates some profits and cash from the capital raised.

PI World interviewed John Lee last week – see https://tinyurl.com/y6z9zwa8 and he is always worth listening to. Lord Lee is a well known private investor and writer on stock market investment. As he has realised some cash from a takeover he is looking at new investments and one he has been considering is Photo-Me (PHTM). Photo-Me has traditionally been an operator of photo booths, but as that market is strategically challenged it has moved into self-service laundry units and launderettes. It has now also acquired a fresh fruit juice vending operation in France. In effect it is focused on several “vending” type operations. A quick look at the financials gives a historic p/e of 12.9 dropping to a forecast 10.6 next year and dividend yield of 8.2%. In other words, it looks very cheap on the normal fundamental ratios.

But on Friday the Investors Chronicle published a “SELL” tip on the company. It suggested returns on capital were falling, that the photo business which still represents a major proportion of revenue was becoming more difficult as passport photos are easy to produce on any smartphone or camera, and the dividend is barely covered.

This is a business that is highly profitable with a good track record but faces some business challenges. This is why the share price has been drifting over the last few years as investors have become nervous about the future. With investors now focusing on “growth” stocks it may remain out of fashion. John Lee is not a follower of fashion though.

The Financial Times ran with a headline story of the Labour Party’s plans to confiscate £300 billion of UK company shares to give them to workers. Over 10 years all companies with more than 250 staff would be required to transfer 10% of their shares to workers over a period of ten years. The article also covered the party’s nationalisation plans including apparently perhaps even travel agents which the article suggests one in four people would support. That of course means most do not, but a Labour Government might not take much notice of the latter. Why travel agents? It appears some people think that the answer to any concerns about the cost of a service and the way it is provided justifies nationalisation. Have they learned nothing from history?

Many companies and investors might simply choose to move their assets from the UK if a Labour Government was elected but the reaction might be to impose capital controls to stop that. In other words, shadow chancellor John McDonnell might put us back into the 1960s – exchange control was not lifted until 1979.

The last time Labour was in power they nationalised Northern Rock and Bradford & Bingley banks. The original shareholders are still very disgruntled and they continue to fight for fair compensation after more than ten years. See this article for the latest on Northern Rock: https://tinyurl.com/yxpvk8sl , or the latest on Bradford & Bingley here: http://www.bbactiongroup.org/News.htm . The fact that the leaders of these campaigns continue to fight after so many years tells you how strongly they feel that their assets were confiscated at less than fair value.

Unfortunately there is a lot of irrationality in the political scene of late which may undermine our financial prosperity unless people come to their senses.

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

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Voting at General Meetings, Link Asset Services and CentralNic

CentralNic (CNIC) have announced that the proxy voting forms they sent out to shareholders on the register for their forthcoming General Meeting were invalid as it omitted a signature block. So they have sent them out again. As a shareholder in the company, I spotted the error and simply wrote by name and date on the bottom of the form and signed it. That should suffice.

It is a little known fact that you don’t actually need to use the proxy form issued by the company or their registrar so long as your instructions are clear. Which prompts me to talk about the conversation I have been having with Link Asset Services (formerly Capita) about proxy voting.

I complained to them when I received a notice of an AGM by post but no paper proxy voting form. They said I needed to specifically request a paper proxy form or use their on-line portal. The latter is tedious to use and not nearly as simple when you just want to cast votes as the system used by Equiniti. It transpired that on Link’s interpretation of the Companies Act they no longer need to send out proxy voting forms as only the notice of the meeting is legally required. This appears to be correct. This is what I said in a letter to their Operations Director after the exchange of several letters:

“I will continue to submit my proxy votes by post whether you supply a form to do so or not. Where you have not supplied one, I will use my own – I attach a copy of what I will be using. If you have any objections to receiving my proxy votes in that way, please let me know. I do not see how you can legally object as it meets the requirements of the Companies Act.

I note your comments about the low percentage of shareholders who submit proxy votes, and the even lower percentage who do so in physical form [6% and 3.8% reportedly]. The latter may simply be because you and companies are now obstructing those who do not wish to vote on-line by not issuing paper proxy forms!

Overall the low percentage of shareholders voting suggests to me that registrars and companies are not doing enough to both encourage voting and making it easy for shareholders to do so. This is a major concern because shareholder voting is a key part of ensuring good corporate governance in listed companies. The Government recognized this only recently by ensuring there are binding votes on remuneration for example, but obviously if shareholders do not vote then governance is undermined.

It is of course unfortunate that there is a financial incentive for both you and companies to deter shareholder votes as they undoubtedly cost money to process, particularly if they are submitted on paper. But that is not a good justification for adopting the recent changes that Link Asset Services has adopted.

In your letter you rightly point out that registrars are not regulated by the Financial Conduct Authority. I will be writing to them to encourage them to take on such regulation as it seems totally inappropriate to me that this area of financial markets and corporate governance is not regulated. The FCA should lay down regulations about what Registrars can and cannot do so that voting is maximized regardless of financial considerations.”

I also noted that the Link Asset Services on-line portal does not meet the requirements of the Companies Act for an “electronic address”.

I am writing to both the FCA and the BEIS department asking them to start regulating registrars so as to clarify their responsibilities under the Companies Act and so that voting is encouraged. If necessary the Companies Act should be amended to ensure voting is maximised.

So that anyone can use the generic proxy voting form I have devised I have made it available on my web site here: http://www.roliscon.com/proxy-voting.html

There is also a version you can use where you wish to instruct your stockbroker to vote your shares that are held in a nominee account. Most will do so although there may be a charge and remember that for ISA accounts they have a legal obligation to do so under the ISA regulations.

Please let me know if you have any comments on the use of these forms. If there is sufficient usage they can be made more digitally enabled in future.

Private shareholders do need to vote to make sure that your voice is heard. So please use the forms I have supplied to ensure your votes are recorded for all General Meetings.

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

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