Dewhurst Share Discussion Threads

[coolen] 27/2/2024 21:34

Remember when the voters were briefly over £20 a share (July 2021) -why was that I wonder ?

[garbetklb] 27/2/2024 10:23

Hi NTV - would love it to be interesting, but I don't see how......

[ntv] 27/2/2024 09:51

An interesting situation developing here I wonder
I have a small position here as I think the business is undervalued

[cockerhoop] 26/2/2024 11:47

A search at companies house suggest Ingmar Scott isn't shooting any lights out with his investment performance.

Kneecaps2- I'd say it's pretty obvious (regards share classes) It allows the family control of the company (ie >50% of votes) without owning 50% of the total share count.

[arthur_lame_stocks] 26/2/2024 11:10

I did read recently that the Stock Exchange was going to allow the fresh issuance of dual share classes again.

[kneecaps2] 26/2/2024 10:54

Why in 2024 does Dewhurst still have ordinary and A shares? I would have asked the directors if they had the AGM at a sensible time!

[garbetklb] 26/2/2024 07:34

Interesting Holdings RNS this morning. Ingmar Scott held 4% of the voting shares just over a month ago, now he's up to 8.4% - mainly indirectly, which might be Rio Capital Investments (assuming I've got the correct Ingmar Scott) of which he appears to be a 75%+ shareholder. As people called Dewhurst own 47.3% of the voting shares - plus any others <3% / in other surnames, the chance of any unwanted corporate action appears unlikely.....

[kneecaps2] 02/2/2024 09:55

It is good to have the buy back announced today. Why is the AGM being held at 9am? Is it because they do not care about shareholders?

[eezymunny] 21/12/2023 16:25

Market cap is barking mad here. Strip out cash and/or property and you pay a very low multiple of earnings (which have been pretty reliable and generally gently growing for many years.

I wonder if anything will happen to shake things up. They have authority for a 15% buy back IIRC...why on earth they don't use it more is beyond me...

[18bt] 21/12/2023 11:23

Am still a holder - there are more exciting companies around, but the family presence is comforting and they have maintained high cash holdings. Plenty of room for the dividend to grow and/or bolt on acquisitions. A shares on PER of 9.2x which is not unreasonable.

[chrisdgb] 21/12/2023 08:41

Results today, no posts for 18 months.........

[bench2] 01/6/2022 09:08

The last company I expect to be hit by a cyber event . The Ords are now coming down to a more normal level vs the A shares , why did they get to £27 ??

[18bt] 28/1/2022 08:08

Agreed - can't quite see the point

[gustavfenk] 28/1/2022 07:51

Hardly a radical name change, which is good. I was expecting some marketing bod to have come up with something trendy and cringeworthy, like "elevatia".

[profdoc] 06/8/2021 09:52

Thank you Coolen - that sounds more like it.

It is still a mystery as to why some buyers have been willing to pay such a premium for the voters (and it can't be a current large holder because they have to declare any 1% increase in holdings)

[coolen] 05/8/2021 18:00

If I remember correctly, at Cakebread Robey (which had a similar capital structure) the non-voters nodded through a scheme whereby, although the voters received a scrip issue, the non-voters received a hefty special dividend and were enfranchised, thus creating a single class of capital. Still family controlled (through the scrip issue) but with the "A" holders now enfranchised and with cash in their pockets.

[profdoc] 05/8/2021 10:18

Gengulphus: I'm blown away by your erudition - that was a brilliant piece of investigation, logic and prose. Thank you very much - it clarifies the position beautifully.
That raises the question (again) of why purchase voting shares if you have no control of the company given the family's entrenched position and your economic position is a fraction of the non-voters.

[arthur_lame_stocks] 04/8/2021 10:17

Excellent research Gengulphus.

[gengulphus] 04/8/2021 09:33

Just to argue against myself: non-voters are 57% of all shares. If both classes traded at say £10 then each share has an equal claim on earnings. However if the non-voters end up with a only a say 26% claim on overall earnings. That could indeed be a problem. Hmm.

Each share does have an equal claim on earnings: the company's Articles of Association ( ) basically say that in their section 6.1.3, by saying that both dividends and returned capital must be paid in equal amounts per share. That isn't affected by the market price of the shares: DWHT shares are priced higher than DWHA shares because they have voting rights and the DWHA shares don't, not because they have any greater claim on earnings.

Or to be precise, it's not that DWHA shares have no voting rights, but that they have extremely limited voting rights: section 8.1 of the Articles of Association says:

"Subject to the provisions of the Statutes, any proposed variation or abrogation of the rights attached to the A Ordinary Shares, whether or not the Company is being wound up, which would result in such rights not ranking pari passu with the rights attaching to the Ordinary Shares (save in respect of voting) shall only be effective if made with the consent in writing of the holders of not less than three-quarters in nominal value of the issued A Ordinary Shares or with the sanction of a special resolution passed at a separate general meeting of the holders of the A Ordinary Shares (but not otherwise) and for this purpose alone the holders of the A Ordinary Shares shall have the right to vote at such separate general meeting."

The gist of which is that if any company proposal to alter the fact that each share has an equal claim on earnings can only go through if the DWHA shareholders approve it separately from the DWHT shareholders (and they can vote about it despite normally being non-voters). This is of course an important safeguard for DWHA shareholders - without it, the DWHT shareholders could push through changes to section 6.1.3 to give themselves greater claims to the company's earnings at the expense of the DWHA shareholders without the latter being able to do anything about it.

That includes any proposal to consolidate the two classes of share unless it's done on a straight 1-for-1 basis, and also any proposal to amend the Articles of Association by altering that section 8.1 safeguard.

Of course, any proposed consolidation is extremely unlikely to be on a 1-for-1 basis - that would involve the DWHT shareholders (and the Dewhurst family in particular) giving up control of the company for no benefit to themselves. But they'll have to get the DWHA shareholders' consent to the amount of benefit they get to compensate them for their loss of company control - otherwise the consolidation won't go through.

Equally, though, I should amend my statement in my last post that "And with the share price ratio currently being about 4 times, you'd expect their fractions of the consolidated share capital to be in the ratio 4:1.44, or about 73.5%:26.5%.". My thinking at the time I made it was influenced by what I know of the Takeover Code: its Rule 14 basically requires that a bidder for Dewhurst splits their offer between the two classes on that sort of basis. But would a consolidation on that sort of basis pass its vote at a meeting of DWHA shareholders? I doubt it...

So I think a realistic consolidation proposal would have to be on some sort of compromise basis between "1 DWHT share = 1 DWHA share" (which will clearly be unacceptable to DWHT shareholders) and "1 DWHT share = ~4 DWHA shares" (which I very much doubt would be acceptable to DWHA shareholders) if it's to stand any chance of being approved by both DWHT and DWHA shareholders. (And just to be clear, it would need approval by separate meetings of the two classes of shareholder: DWHT shareholders won't be able to vote in the DWHA meeting any more than DWHA shareholders can vote in the DWHT meeting).

But whether there is such a compromise to be found, I don't know, nor do I have any idea what its basis would be if it could.

Gengulphus

[arthur_lame_stocks] 30/7/2021 10:12

Hi Glen

The non voters would be significantly worse off if a consolidation were to take place today on the terms Gengulphus has highlighted.

[profdoc] 30/7/2021 10:11

Just to argue against myself: non-voters are 57% of all shares. If both classes traded at say £10 then each share has an equal claim on earnings. However if the non-voters end up with a only a say 26% claim on overall earnings. That could indeed be a problem. Hmm.

[profdoc] 30/7/2021 09:59

Thank you Arthur - I see your point. But who has been buying the voters. If it's a family member or other major shareholders wouldn't they have to issue a notice if they buy an additional 1%?

At 24% - 26% of overall Mcap (thanks Gengulphus) the current non-voters end up in about the same economic position as now? Or have I got that wrong?

Glen

[tanners] 30/7/2021 08:10

coolen - Cakebread Robey was another example of value disparity being attached to non voting shares; in that case when taken over by Jewson some 20 years ago. Ironically I seem to recall that being discussed as a case in point on one of the Dewhurst threads some time ago.

[arthur_lame_stocks] 30/7/2021 07:03

Hi Gengulphus. Thanks for that, I always thought there were an equal number of voting and non voting shares.