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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.
Barclays.
See Bank_Investors_Campaign .
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. Subsequently nationalisation of the company took
place. 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. 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.
Legal & General:
See this note for information on unfounded, malicious and anonymous
allegations against this company: Legal &
General.
Lloyds Banking Group.
See Lloyds and also Bank_Investors_Campaign .
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.
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
Royal Bank of Scotland.
See Bank_Investors_Campaign.
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.
Spark (Quester) 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. After a merger with two other Quester VCTs it was renamed Spark
VCT but fund performance did not improve so in late 2008 UKSA took the
initiative to get some changes made. See Spark_VCT 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).
Traditional Group: In April 2009 at the AGM, it became apparent that
three directors of this company had exercised share options granted in the
previous year but had not paid for them. See
Traditional_Group for more information.
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/ |