Stock Talk: Board's logic galls Howden shareholders

21 June 2015 - 02:00 By Ann Crotty

"The management is excellent, that's why they have my money; it's the board that I'm worried about," was the comment from one of Howden Africa's frustrated shareholders. He has looked on in despair as the share price has slumped back to levels last seen in 2013, perplexed by explanations the board has given for the suspension of dividends."They say they need to conserve cash because times are tough, and at the same time talk about buying back shares. I don't understand that logic."The inability to understand that logic is why many have dumped the share in the past few months. Among the sellers is the Government Employees Pension Fund, which offloaded almost 1.5 million shares in the past few weeks. Eskom's pension fund is also thought to have been a big seller recently.Other investors are reluctant to sell at these levels. Many Howden shareholders are long-term investors, attracted by solid earnings and good dividend flows. They believe a BEE deal is important for Howden, that the downturn in performance is temporary, and that the share should enjoy a much more attractive rating. If the hefty cash resources are excluded (about R10 a share) the share is on a forward price-to-earnings rating of just 6.6 times.These shareholders are unhappy over speculation about a takeout of minorities at any price, particularly at current levels. They regard it as adding insult to injury. The board's behaviour had resulted in the share price collapse, and "now they want to take us out at this collapsed level", said one shareholder.Even the repurchase of shares in the market seems a conflicted tactic. The board has caused share price weakness and this could present a share-buying opportunity for Howden.Among shareholders determined to see their investment regain its value is a group trying to appoint an independent director. This is good news but, given the damage done, it's likely at least two independent appointees will be needed.Is a buyback the right way to shift control?Talking about companies repurchasing their shares, it looks as though Combined Motor Holdings (CMH) is well on its way to achieving a change in control through the repurchase of the shares held by the former controlling shareholder, the Zimmerman family. About R450-million of CMH's cash has been spent on repurchasing such shares. The transaction is expected to be completed in July and will see control of the company shift to CEO Jeb McIntosh, one of the group's co-founders.This could all be good for the company and its shareholders. McIntosh seems more committed to the company and South Africa than the departing controlling shareholder. But is a share repurchase the right way to effect a change of control? It's time the regulators reviewed the rules. And it is way past time that the Financial Services Board and the JSE implemented more useful disclosure requirements of repurchasing activity. Buybacks are riddled with potential conflicts of interest.Naspers investors have great expectationsIt seems Naspers shareholders were expecting something more than a 30% increase in earnings in financial 2015, so this week's news that they were likely to get an increase of between 25% and 30% did not go down well. The share took a bit of a knock midweek but by the week's end shareholders had obviously got over their concerns and the price was almost back where it was at the start of the week.Of course, most companies and their shareholders would be thrilled with a 30% earnings hike, but at Naspers things are different. It's dealing primarily with exciting new technology in an exciting, albeit volatile, market and enjoys the benefit of picking up earnings from an appreciating Chinese currency.Playing chicken with AgoaFirst, South Africa gave up control of its chicken market to defend whatever benefits it gets from the US's African Growth and Opportunity Act (Agoa). Now it seems the pressure is on to ensure our private security industry, dominated by US-owned companies, does not have to adhere to changing South African regulations. There really is no such thing as a free or even heavily subsidised lunch, even if it's just chicken legs...

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