The Vultures are Circling – Woodford, Carpetright et al

With the demise of the Neil Woodford’s empire and the winding up of the Woodford Equity Income Fund, investors are looking for whom to blame – other than themselves of course for investing in his funds. One target is Hargreaves Lansdown (HL.) and other fund platforms who had it on their recommended or “best buy” lists, including long after the fund’s problems were apparent. Now lawyers are only too glad to help in such circumstances and at least two firms have suggested they can assist.

One is Slater & Gordon. They say they are investigating possible claims against HL. and that “We’re concerned to establish if there was any actionable wrongdoing or conflict of interest by Hargreaves Lansdown in continuing to include Woodford funds on their ‘Best Buy’ Lists if it had concerns as to their underlying investments. We’ll also be looking at the price achieved when buying and selling instruments, such as ordinary shares, on the Hargraves Lansdown platform and whether or not this represents Best Execution”. You can register your interest here: https://tinyurl.com/yyrhbfb3

Another legal firm looking at such a claim is Leigh Day who say they already have 500 investors interested in pursuing a case. See https://tinyurl.com/y6r2buav for more information.

Having been involved in a number of similar legal cases in the past, my advice is that there is no harm in registering an interest but do not pay money up front and certainly not until the basis of any legal claim is clear. In addition bear in mind that it would be very expensive to pursue such a claim and lawyers may be willing to do so simply in anticipation of high fees when there is no certainty of winning a case. How is the case to be financed is one question to ask? Funding such cases by private investors alone (the majority of HL. clients) is likely to be difficult so “litigation funding” is likely to be required which can be expensive and erode likely returns. Insurance to cover the risk of losing the case is also needed and expensive.

Yesterday saw news announcements from three companies I have held in the past but all sold some time ago. The most significant was from Carpetright (CPR) which I last sold in 2010 at about 800p. It’s been downhill ever since. The Daily Telegraph ran an article today suggesting that this was a zombie company and that it was a good time of year for zombie slaying. After the announcement of a trading update and possible bid yesterday the share price is now 5p.

The Board of Directors “believes that Carpetright is performing well….” and “the prolonged sales decline appears to be bottoming out….”, but the company has too much debt and needs refinancing. One of its major lenders and shareholders is Meditor who have proposed to make a cash offer of 5p per share for the company. The share price promptly halved to that level because it is likely that the offer will be accepted by enough shareholders to be approved. So it looks like we will have a company with revenues of £380 million (but no profits), sold for £15 million. Founder Lord Harris, who is long departed, must be crying over this turn of events. But it demonstrates that when a company is in hock to its bankers and dominant shareholders, minority investors should steer clear.

Another announcement was from Proactis Holdings (PHD) which I sold fortuitously in mid-2018. They announced Final Results yesterday. Revenues increased by 4% but a large loss of £26 million was reported due to a large impairment charge against its US operations. The business has undertaken an operational review and restructuring is in progress. It has also been put up for sale but there is little news on potential “expressions of interest”. Just too many uncertainties and debt way too high (now equal to market cap) in my opinion.

The third announcement was from Smartspace Software (SMRT) which I sold earlier this year at more than the current share price as progress seemed to be slow and I wanted to tidy up my over-large portfolio. It reported interim results where revenue was up 57% but there was a large loss reported (more than revenue). There were some positive noises from the CEO so the share price only fell 0.7%. The company has some interesting products for managing office space but it’s a typical “story” stock where the potential seems high but it has yet to prove it can run a profitable business.

I have also noticed lately that the fizz has gone out of the share price of Fevertree (FEVR). It’s been falling for some time. I sold it in 2018 at a much higher level. It still looks quite expensive on a prospective p/e basis. Overall revenue is still growing rapidly but the USA is still the big potential market yet to be proven. I like the business model and the management even if I don’t personally like the main product. But perhaps one to keep an eye on. But generally buying back into past investments can be a mistake.

Given my track record on the above, perhaps my next investment book should not be on choosing new investments but on choosing when to sell existing ones?

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

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RedstoneConnect (Smartspace Software) AGM and Branding

Today (30/7/2018) I attended the Annual General Meeting of RedstoneConnect Plc (REDS) which was promptly renamed Smartspace Software Plc at the meeting.

Although there were only a few ordinary shareholders present, this proved to be an informative meeting. It was chaired by new Chairman Guy van Zwanenberg. With former CEO Mark Braund having departed recently after major disposals leaving the company to focus on the remaining software business, the new CEO is Frank Beechinor who was the former Chairman. Frank is also Chairman of DotDigital which I also own shares in (a lot more than in RedstoneConnect which has had a mixed history – the focus on software alone makes it more attractive to me and I fully supported the disposals).

I asked whether Frank’s appointment was a permanent one. The answer was effectively “yes” as he is committed to it for 2 or 3 years. This is despite the fact that he promised his wife that he would not take another full-time job back in 2011 (he is only aged 54 according to Companies House though). He is apparently involved with 5 businesses and is stepping back from 3 of them, but remaining Chairman of DotDigital. He hopes to develop the company into a business with a market cap of £300 to £400 million in a few years.

The disposals meant the company now has substantial cash after paying off some debt but they are clearly not going to use it on share buy-backs in the short term. They are looking for acquisitions and would only return cash to shareholders if they don’t use it within the next couple of years. Acquisition will be focused on three areas: 1) Complementary to existing activities where they may pay 1 to 1.5 times revenue; 2) Analytics and 3) Visitor management solutions where their existing offering is quite weak. At present they have too large a focus on big deals (which can be lumpy) and are keen to move into the low-end, entry-level where sales can be automated web-based ones.

They have reduced staff down from 360 to 67 and now only have three buildings – in Luton, Mildenhall and Bristol with no “head office”. There are no overseas offices and they are likely to use partners to expand there.

It’s difficult to determine likely financial forecasts (Cantor have recently issued a positive note on them) – it rather depends on the success of any acquisitions, how much they pay for them, and controlling the overheads. But there are apparently no tax issues from the disposals.

The New Name

I spoke to Frank Beechinor before the AGM and advised him that I thought the new name was a bad choice. This is because I did a search of the UK/Euro trade mark register and found over 500 possible conflicting registrations – although some may be in different “classes” of goods and can be ignored. If you also use Google to search the internet for “smartspace” there are lots of matches. There is even a company listed at Companies House named “Smartspace Software Ltd”. So I think it is very likely they will get a lawyer’s letter sooner or later asking them to desist from trade mark infringement and even registering the change of name at Companies House might be difficult. Here’s a quick lesson in branding and trade mark law taken from my book “Beware the Zombies” (currently under revision):

Brand names for products or companies should be unique What are the key things to remember when inventing a new name? These are:

  1. It should be memorable.
  2. It should have the right, positive connotations with the product/service.
  3. It should be legally capable of being protected by appropriate trademark registrations.
  4. It should be usable as an Internet domain name in the chosen form(s).
  5. It should be unique, original, and not confusing with any existing trademark or brand name, and particularly not with competing or potentially competitive products.

A product or company name that cannot be registered as a trademark should never be considered. Registration of trademarks is relatively low cost and gives you much stronger legal protection (and easier enforcement of your legal rights) than an unregistered mark. Even more to the point, if you infringe someone else’s mark they can pursue a very simple and low cost legal action to force you to stop using the name – the result being that all your web site, sales literature, etc, will need revising and reissuing.

You should apply to register trademarks in all the main legal jurisdictions in which you are likely to trade. There are some differences between the different jurisdictions as to what is legally possible to register, and also as to what would be seen as a conflict with existing registrations, but the following is a good starting point:

  1. Do not use a purely descriptive or superlative mark.
  2. Make sure it is unique, distinctive and is not similar, even phonetically, with existing registered marks. You can search the main trademark registers on-line to do some basic checking.
  3. Try to think up something new and original, which is more difficult than you may imagine. Anyone new to the game of brand name creation tends to come up with the same old names that have already been thought of and previously used. Like “Smartspace”!
  4. Note that you can sometimes take a name that is already in use on other types of goods (trademark registers are based around “classes” of goods). But you need to take care with names that are in widespread use on more than one type of product.
  5. Do not fall in love with your chosen name before you have had it thoroughly researched by a trademark lawyer.

So often I have seen start-up ventures select a name which they think is original—but often it is some half-remembered echo of an existing product name or has been used before because it is so obviously appropriate. They name the business after it, start using it in sales literature and with prospective customers, and yet it turns out to be legally very questionable. You need to come up with several possible names before you go through the full legal search and registration procedure.

You probably also need to check that the chosen name is not already in use as an unregistered trademark (searching the internet can help here) and is not already in use as a corporate name (you can search company name registers also).

One of the big issues is that you will also want to protect the product name as a domain name on the internet, under the “.com” suffix, under any of the common national suffixes such as “.co.uk”, and also possibly with other newer suffixes as “.biz”. Finding a name that is free in all those domains and the relevant trademark registers and is not already in use as an unregistered trademark or corporate name is exceedingly difficult! Note that www.smart-space.com is already in use by another business so endless confusion will undoubtedly result.

Finally don’t start using a new trademark until you are sure it can be registered and is protectable. Having to change the name after a few months of usage will destroy your investment in marketing, product literature, web site design and other activities.

The resolution to change the name of RedstoneConnect to Smartspace Software was of course voted through. The directors said they had committed to change the name and had consulted legal advisors on it and might consider changing it again if necessary. I had offered some advice on the subject from my past experience in this field of inventing and registering marks but it was too late to reconsider in essence.

When I look at investing in small listed or unlisted companies, this is one area I look at because it tells you whether they have got the basics right. Hence my comments on “GB Group” naming in a previous post, and my dislike of “Tungsten” for the name of another AIM company. Unmemorable and unprotectable in both cases.

Registered trade marks are low cost and important to ensure brand recognition and legal protection but few people realize how important they are. The importance of branding is another very key area on which many books have been written but technology companies are often inept in this area.

So I just hope the directors of Smartspace Software have not fallen in love with the new name, or if they do choose to change it again that they do it properly next time.

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

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