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This section of our web site is dedicated to the provision of information on specific companies where there are concerns about the treatment of shareholders, where UKSA has made representations to the board, or to other parties, or where an "action group" has been formed. One can say therefore that this page covers "problem" companies, or those which highlight the risks involved in equity investment. A brief summary of the issues is provided by the editor of this web site, but where an "action group" has been formed or a member wishes to provide more in-depth information then a link is provided to a page that provides more detailed information. The information in that case is provided and maintained by the "company page manager" or "group leader" who is responsible for providing the information and maintaining it.

Anyone who wishes to provide items on a particular company that are worth including in this list should contact the "Webmaster" (click on to email), and we welcome volunteers to act as "company page managers" or "group leaders". For more information on forming an "action group" go to: "Action Groups". All contributions to this web site may be edited for accuracy, length, topicality and legality and if anyone believes any information contained on this site in respect of any company is misleading or incomplete we would welcome corrections or additional information which will be included subject to our discretion.

Note that reports of visits by UKSA members to companies and AGM reports are also present in the "members only" section of this web site (accessible from the home page by subscribing members).

In addition to the above, UKSA has also introduced a pilot scheme for company "Liaison Officers" to improve communication between private shareholders and companies. Go to the Liaison_Officers page for more information.

Note that this site may contain links to third party web sites such as those of independent "action groups" (ie. those not sponsored by UKSA) or to the web sites of those companies listed. Please read the "Legal" page for the conditions that apply to such links and to the general content and use of this web site.

Ahold: In October 2005 the Dutch Investors Association commenced possible legal action against the management of this large international business. For more information read: Ahold

Amstrad: Sir Alan Sugar, the Chairman of Amstrad, did not turn up for their 2004 Annual General Meeting, but he did for the 2005 meeting. Prior to the meeting PIRC had raised concerns about his dual role as chairman and chief executive and the fact that there were only two non-executive directors of which they did not consider one to be independent. At the meeting, attended by very few shareholders but at least three UKSA members, one member asked several questions but got quite curt and fairly unhelpful responses from Mr Sugar. The last question asked was Sir Alan's views on PIRCs comments. He replied that "they (PIRC) should mind their own business", and went on to say in so many words that anyone who did not like the way that he ran the company had the choice not to invest in it. He won the vote for reappointment by 37 million to 3 million although there were a number of abstentions, but for some reason the company later refused to disclose the vote numbers to a reporter from the Times, claiming they were not legally obliged to do so.

Argonaut Games: Argonaut Games Plc appointed administrators to three trading subsidiaries on the 22nd October 2004 and a week later two of them were sold to newly formed companies of which the former chief executive of Argonaut Games is a director. Shareholders question whether the subsidiaries were sold at a fair price, and why the company seemed to decline so rapidly. For more information see the following Press Release which was issued by UKSA: Argonaut_Press_Release

Baltimore Technologies: Baltimore was one of the darlings of the tech stock boom - at one point it was in the FTSE100 and valued at more than £5 billion. But it subsequently recorded over £800m in losses and the market value in March 2004 had dropped to £20m. Trading companies had been disposed of and the company effectively became a cash shell. At which point, Aquisitor Holdings, a major shareholder, proposed to replace all the board directors with it's own nominees (they claimed the existing directors had presided over this destruction of shareholder value). They formed an "Action Group" and subsequently acquired control of the company, so this was a good example of how shareholder activism can succeed. However the company subsequently decided to delist, which did not please many shareholders.

Bradford & Bingley: In April 2008, Bradford & Bingley Plc issued an announcement that stated they were not intending to have a rights issue following rumours being published in the press. But only a few weeks later they announced one. In addition, after the terms of the rights issued were published, they decided to revise the issue so that it was at a deeper discount and included the sale of a substantial proportion of the company to TPG. See Bradford&Bingley for more information.

British Gas: One of the first major campaigns by UKSA was against British Gas and the "fat cat" Cedric Brown. After the latter received a 75% pay rise, when other staff were having their pay cut, over 4000 people attended the company's AGM. A resolution to change the company's articles was promoted by UKSA, as described in the following note: British_Gas_Campaign. The Greenbury report on Director's Remuneration was later published in response to general concerns on this issue.

British Energy: Malcolm Stacey, a former BBC Radio Four presenter, lost £90,000 when British Energy came to a crisis in 2002. He therefore formed an action group with the support of hedge funds who held large blocks of the shares. For the full story and the lessons for private shareholders from this debacle, see British_Energy.

BSkyB. In October 2005, shareholders and UKSA opposed the creeping control of BSkyB by News Corporation, and other aspects of the over dominant influence of a single major shareholder on this company. See BSkyB for more information.

ChoicesUK (Home Entertainment). The share price of ChoicesUK (formerly called Home Entertainment) fell from 240p in December 2003 to less than 55p in February 2006, and the market capitalisation fell below £11 million, even though revenue in 2005 was £140 million. Clearly the company seemed to be in some difficulties. Go to ChoicesUK for more information.

DFS Furniture: In August 2004 this company received an offer for the business from current chairman Lord Kirkham. Many people expressed concern about the value of the offer, even after it was raised, although it was significantly above the price of the shares in the previous year. There were also concerns about the independence of the directors who recommended the offer, and the comments from Lord Kirkham (both he and the independent directors apparently threatened to resign if the offer was not accepted). At that point UKSA issued the following press release: UKSA_Press015_DFS. Note that on the 27th September 2004, the offer from Lord Kirkham was approved by shareholders by a narrow majority. A final article on this subject is: DFS_Article.

Elektron: This is a company where the shareholders group is supported by, and is supportive of management, unlike many in this list. For more information go to www.elektronplc.com and click on Investor Information, where you will see in the bottom right hand corner an ESG icon leading to a page where Elektron shareholders can apply to join the Elektron Shareholders Group.

Emess: A company that became dominated by two major ordinary shareholders (Colmar and Chapman), where disposals were made on which massive claims from the purchasers were later submitted, contemporaneously with dividends paid to ordinary shareholders which were later difficult to justify, and eventually forcing the company to restructure. Meanwhile preference shareholders were disadvantaged and a substantial proportion of the value of their shares was lost and their dividends eroded. For the full story go to: Emess Action Group .

Energis: A shareholders action group (ESAG) was formed after the company was placed into administration in 2002, and the holding company for Energis' profitable UK operations (the "jewel in the crown") sold to Chelys, a company owned by the bankers to Energis. Ordinary shareholders are complaining about the proposed scheme of arrangement, and desire a fairer value for their shares. See: ESAG

Eurotunnel: Eurotunnel has high debts and revenues have consistently missed targets since the channel tunnel opened. The company is quoted in both the UK and France and French shareholders are particularly incensed as there was a large retail offering and take up by small shareholders in France when the company was launched. In April 2004 the French shareholder action group (ADACTE - see www.adacte.com en francais) managed to oust the existing board and replace them by new directors with a different business plan despite warnings that this could result in the collapse of the company. Subsequently, in May 2007, shareholders supported a restructuring of the company which involved a debt for equity swap and substantial dilution of existing shareholders.

Ferraris Group: With the share price declining for three years, and several profit warnings being issued, UKSA commenced a campaign to improve the performance of this company in March 2005. Go to the following page for more information: Ferraris_Campaign

Foresight VCT: In October 2004, UKSA successfully opposed the adoption of a "poison pill" by Foresight Technology VCT. Members can read more details about this and subsequent events at Foresight on the following page: Foresight_Report

Fortress Holdings: Shareholders in this company became disgruntled after the company effectively became a cash shell but then simply sat on the money instead of finding a suitable new investment or returning cash to shareholders. The shareholders also called for the resignation of the Chairman, Lord Howard, after he received a bonus of £160,000 for no apparent reason. See www.newfortress.co.uk for more information. Note that in October 2004 the Fortress Shareholders Action Group achieved some success as the company agreed to proceed with a voluntary liquidation.

Getmapping: This company is an example of the difficulty of competing with a government owned or controlled organisation, in this case Ordnance Survey, who use their public funding to cross-subsidise commercial activities (a similar case was RM Group who faced the threat of the BBC supplying educational software free of charge to schools, subsided by the broadcasting license fees, although this appeared to be later resolved to the company's satisfaction). The history of Getmapping appears to show bad faith and conflicts of interest that have severely damaged an early stage, innovatory business. See Getmapping_Background for more information. Getmapping subsequently delisted from the AIM market.

HSBC: In September 2007, Knight Vinke Asset Management, an "activist" investor, in conjunction with Calpers, a California pension fund, wrote to the Chairman of HSBC expressing their concerns on various issues. The letter can be seen at: Knight_Vinke_Letter. UKSA expressed support on this matter in a press release issued on 17/10/2007 - see Press048_HSBC. Later news can seen on the Knight Vinke web site at www.kvamllc.com/hsbc.php

Hunting: In June 2004 Hunting Plc proposed to redeem it's 8.25% convertible preference shares, even though they were nominally irredeemable. The company claimed that only ordinary shareholders need vote on this as it was "a reduction of capital" under the articles. But as the shares were previously trading at significantly above par value, and redemption at par was proposed, preference shareholder were not well pleased. See the following for more information: Hunting.

Marks & Spencer: The recent history of Marks & Spencer has been somewhat turbulent. Go to M&S for more information on UKSA's response to events in June 2004.

McCarthy & Stone: This company is one where major concerns about the level of director's remuneration were raised in 2002. The bonus scheme used to reward director's performance has some good advantages, but it also resulted in remuneration levels way in excess of that paid to comparable companies in the years ending in 2002 and 2003. There are also some other corporate governance issues. See McCarthy & Stone for more details.

Murray VCTs (Crown Place): The Murray venture capital trusts (Murray VCT Plc, VCT2 Plc, VCT3 Plc and VCT4 Plc) were selected as the second target of the UKSA campaign to improve the performance and corporate governance of Venture Capital Trusts on the grounds of very poor investment performance, poor information disclosure and high costs. See Murray VCTs for more information.

NetB2B2: On the 21st December 2007, a General Meeting of NetB2B2 Plc took place to consider the issue of new shares to the current Chairman in two tranches. After the second tranche has been issued, he will own 57% of the company and hence effectively control it. This action required a waiver by the Takeover Panel which has been granted. UKSA was severely critical of this proposal in the following press release: Press053. A report on the meeting, which the Chairman did not even bother to attend, is present in the Members Only section of this web site at: NetB2B2_Report.

Northern Rock: In September 2007 this company had to announce that the Bank of England had stepped in to provide sufficient funding. This seemed to generate a panic among the bank's depositors and the share price collapsed to 282p within a couple of days (it had been over 1200p just a few weeks earlier). It thereafter fell further as the Government searched for a way to get back the £25bn of funding they had provided until it was eventually nationalised in February 2008 and all shares effectively confiscated. Go to the following page of our web site for more information on the Shareholders Action Group.

Quester (Spark) VCT: Quester VCT3 was selected as the first target of the UKSA campaign to improve the performance and corporate governance of Venture Capital Trusts which commenced in August 2004 on the grounds of very poor investment performance, poor information disclosure and high costs. See Quester VCTs Plc for more information.

Rank Group: This company was the second one to be a focus of the UKSA campaign against unreasonable open-market share buy-backs. Go to Rank Group for more information.

Railtrack: The actions of the government in respect of the placing of Railtrack into administration caused much anger. UKSA organised the first meeting of shareholders and subsequently a number of shareholder groups were set up (a leaflet claiming "highway robbery" was produced and is shown on the right). One group filed a legal suit in December 2003 against Stephen Byers, transport secretary at the time, claiming "misfeasance in public office". Some improvements to the terms of the offer have been achieved but much remains to be done. See www.rpsag.org.uk for more information.

Ronson: In June 2003, shareholders in this company were suddenly told of the intention to de-list, sell off the international trading division and put the rest of the group into receivership, all without seeking any shareholder approval and not giving any justification to shareholders. See Ronson for more information.

Room Service (Azure): Shareholders in Room Service (since renamed Azure Holdings) suffered when market makers in the shares started selling them short in October 2003. This was "naked" short selling in that the sales were uncovered, and indeed it seems that the entire amount of issued share capital was sold in one day. More shares appeared to be sold in total than were in issue (about 2.5 times). As a result, Evolution Securities was fined £500,000 for "market abuse" in November 2004 and their head of market-making, Christopher Potts, fined £75,000. Law suits from the disgruntled shareholders who could not obtain delivery of the stock they purchased, were still being pursued. For more details see the Room Service Shareholders Action Group at:  www.rsvshareholders.co.uk

Setstone (ThreeW.Net): This company became a shell after exiting from its unsuccessful "dotcom" business. Subsequently it sought a business partner for a reverse takeover but despite loaning over £1.6 million to two such businesses no such agreement was concluded and the loans remain outstanding. Following disclosures at the AGM in  December 2005, UKSA commenced a campaign on this company and wrote to all shareholders. Go to Setstone for more information.

Seymour Pierce (Investment Management Holdings): This company sold it's core investment banking business to a management team led by the joint Chief Executive and Chairman, Keith Harris, in July 2003 without shareholder approval. Had the company been fully listed shareholder approval would have been required. However, under AIM Rules it wasn't. Keith Harris bought 19.9% of the takeover vehicle, SPIN SPG Limited, avoiding the Companies Act 1985 requirement for shareholder approval by 0.1%.

Shell: In May 2005, UK shareholders in Royal Dutch Shell were presented with a large capital gains tax liability as a result of the merger of Royal Dutch Shell and Shell Transport & Trading to form a new single, holding company. Go to Shell for more information. Shell was also involved in a scandal concerning overstatement of reserves for which they offered European shareholders a compensation package - see Shell_Compensation_Settlement for details.

Singer & Friedlander AIM VCTs: The S & F AIM venture capital trusts were selected as the third target of the UKSA campaign to improve the performance and corporate governance of Venture Capital Trusts on the grounds of poor investment performance, poor shareholder communication and high costs. See Singer & Friedlander AIM VCTs for more information.

SmartLogik: This is another example (see Seymour Pierce above) where the main assets of a company were sold off without shareholder approval (in this case the company was fully listed but obtained a waiver to do so). The price obtained seemed to be lower than comparable valuations and a subsequent earn-out element was not achieved for no apparent reason. See http://slk-action-group.com/ for more information.

Stilo: This AIM software company proposed a private placing in March 2003 at a 42% discount and with massive dilution of existing shareholders. No open offer was made and hence the rights of existing shareholders were prejudiced. See Stilo_Placing for more details. They subsequently also rewrote share options for the chief executive in an unjustified manner. Other recent examples of such placings by AIM companies were at Highams Systems Services, Ringprop and XN Checkout

Surfcontrol: This company was the initial focus of the UKSA campaign on those companies that did unreasonable open-market share buy-backs, in this case while never paying a dividend. Go to Surfcontrol for more information.

Swan Hill: This company was the subject of a takeover bid in November 2003 by Raven Mount which appeared to have been engineered by a few institutions without consultation with the management and to the disadvantage of smaller shareholders. See Swan Hill for more information.

Tolent: A note on a rather peculiar Annual General Meeting at this company in 2006 (at least so far as public companies go) is present in the following note: Tolent_Article. It subsequently transpired that the reason for the Chairman's non-attendance was a medical appointment.

Torex: In January 2007 the shares of Torex Retail were suspended after an unexpected profits warning and soon after the Serious Fraud Office announced an investigation into the company. For subsequent events go to the following page: Torex (UKSA has formed a shareholder action group to represent ordinary shareholders).

World Television Group: This is an AIM company in which a "concert party" of major investors has allegedly acted contrary to the interests of the smaller minority shareholders including many private investors. In April 2007 they announced a proposed delisting because of poor liquidity in the company's shares - an argument that appears not to stand up to scrutiny as there is more trading volume in the shares than in many other AIM stocks. As one might expect, this drove the share price down considerably. An action group of interested shareholders have mounted a campaign to oppose delisting - see http://wtvaction.org/

 

Copyright © UK Shareholders Association Ltd 2004/6. Refer to the Legal page for conditions of use of this web site.

If you are concerned with the way one of your investments is run, or are considering forming an "action group" then contact UKSA for advice and assistance.

 

 

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