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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Goshawk Ins.Hds | LSE:GOS | London | Ordinary Share | GB0003779195 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.50 | - | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
Date | Subject | Author | Discuss |
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05/7/2005 15:02 | A, Rubbish these salaries are low by Lloyd's standards, the management team of GOS have taken a basket case over at 25p and turned it around in the last 24 months, to retain the best people you pay the right money, pay peanuts get monkeys. The stockprice has risen, the underlying portfolio wholly different of Rosemont Re today from Goshawk Re of yesterday or GOS Lloyd's operation. Phoenix Asset Mgt Ltd are the guys under pressure, they are one of hundreds of Hedge Funds with only 15% out performing, 55% average, and 30% Substandard worried about over capacity in the sector. There are only 14 listed Lloyd's plays (if you include GOS) there is no plethora of places to invest in the sector, there are a plethora of Hedge Funds. Read between the lines. The Hedge Funds need to start moving into the insurance sector. Cheers Ash:) | mr ashley james | |
05/7/2005 14:46 | Its rather sad that the senior mamagement has so far avoided answering the very serious charges laid by Phoenix about the alteration in remuneration package without informing the shareholders. Goshawk! reply to the questions please! | atharsherwani | |
05/7/2005 13:25 | Pommie, Bottom line is clearly Phoenix Asset Mgt Limited want to buy GOS, all they have to do is buy another 1.00% and they have to make a bid under LSE Rules. They clearly are trying somewhat unsuccessfully to keep GOS Shareprice back so they can buy on the cheap. Which makes GOS A very interesting play again. The War Of Words is attracting attention and now I think seeing a takeover premium of 30% a lot of the Hedgefunds will be circling. Obviously 50.00p Resistance is critical. Cheers Ash:) | mr ashley james | |
05/7/2005 13:22 | RNS Number:5036O Phoenix Asset Management Partners L 5 July 2005 Statement by Phoenix regarding forthcoming AGM of Goshawk Insurance Holdings plc We note the statement issued by the board of Goshawk on 4th July 2005. Goshawk's response to Phoenix is an inadequate answer to the serious questions of corporate governance and remuneration that we raised in our letter to shareholders of July 1st. In that letter we detailed our concerns about the quantity of pay and our view that it is not justified in the interests of shareholders, which the board appears to treat as a difference of subjective opinion. We encourage shareholders to read the 2003 and 2004 Annual reports themselves but we raise here in detail the following corporate governance and remuneration issues which need no subjective interpretation: 1.) The remuneration report of 2003 states that Paul Spencer will receive a special bonus of #100,000 if the share price is above 50p on 30/09/04. The share price had not reached 50 pence by this date and nor by 31/12/04 so why was he paid the bonus? In the Remuneration Report of 2004 it says the strike was 40p and the expiry date 31/12/04. When and why was this changed? 2.) In the 2004 Remuneration Report the Bonus Plan for Russell Brooke and John Beck is shown as having two parts, a.) Performance bonus and b.) Share price incentive bonus. Yet in the 2003 report there was no mention of the Performance bonus for 2004. The 2004 report describes that it has elements linked to a share of profits payable in shares but there is no mention of this in the 2003 report. When were these changes made and why? 3.) In the 2003 report it says that the Remuneration Committee will meet at least biannually but in 2004 it only met once. This is unusual. So far as we are aware, no other company in the sector had so few meetings and the average was about four. During 2004 new remuneration consultants were appointed, terms of reference were set and the consultants reported back to the committee. We do not understand how these important issues could be adequately dealt with in one meeting of the remuneration committee. 4.) The Corporate Governance section of the 2003 annual report contained the statement that, "it is the intention of directors to comply with the new Combined Code during 2004". The 2004 annual report made it clear that this did not happen in that the "The Chairman received additional remuneration in 2004 and is eligible for additional remuneration in 2005". 5.) Simon Miller is the Senior non-executive responsible for evaluating the Chairman. The Corporate Governance section says that he communicates and takes feedback from shareholders. We have been Goshawk's largest shareholder for some time and before that a significant shareholder and yet we have never had any communication from Mr. Miller or any other non-executive other than the Chairman. 6.) If Simon Miller and George Robb are re-appointed to the board at the forthcoming AGM both will exceed the period of service which the combined code highlights as an indication that their independence might be open to question. (Simon Miller and George Robb were both appointed to Goshawk on 18th November 1996) As shareholders can see, the reason why we will be voting against the Remuneration Report and the two directors involved in running and operating the remuneration committee has everything to do with objective serious concerns about directors' remuneration and corporate governance. In order to state our objection to motions in the AGM we felt the need to make a full disclosure of our position, which we did in our letter to shareholders of 1st July 2005. Having done so we will now be free, following the AGM, to speak to shareholders about our proposal for the company and if we find there is sufficient support then we will call a separate EGM. Sir Peter Thompson Gary Channon Phoenix Asset Management Partners 020 8600 0100 This information is provided by RNS The company news service from the London Stock Exchange END STRUVVURVSRBRAR | mr ashley james | |
04/7/2005 11:18 | Pomp, Only BGWL Bridgewell Securities left on Offer at 45.50p Screensize 25,000 ie £11,375 Cheers Ash:) | mr ashley james | |
04/7/2005 10:26 | ROFLMAO Good one Pommy! | mr ashley james | |
04/7/2005 10:20 | Im suprised we havent seen RNS Number:4023O Goshawk Insurance Holdings PLC 02 July 2005 GoshawK Insurance Holdings Plc Mr Ashley James Response to Goshawk and Phoenix announcements Listen to me, I know best! | pomp circumstance | |
04/7/2005 10:19 | Theres a fight and Ash isnt hiding as usual!! Amazing!! | pomp circumstance | |
04/7/2005 09:54 | RNS Number:4023O Goshawk Insurance Holdings PLC 02 July 2005 GoshawK Insurance Holdings Plc Response to Phoenix announcement The Board of GoshawK Insurance Holdings Plc ("GoshawK" or the "Company") notes the announcement made on 1 July 2005 by Phoenix Asset Management Partners Limited ("Phoenix"), which holds 28.9 per cent. of the outstanding share capital of the Company. Background Phoenix, in its announcement, details certain views it holds in relation to the remuneration of directors, the strategy of the Company and a proposal which it has made to the Board to gain senior board and management positions. Phoenix has been a shareholder in GoshawK for certain periods of time since October 2003. It has built up its interest in the Company to its current position during the course of the last year. The Board has considered the announcement and is making the following response. Directors' compensation GoshawK faced significant challenges in 2003, a year which saw heavy losses. In late 2003, Paul Spencer was appointed Chairman of GoshawK, a new senior management team appointed, the Group's Lloyd's syndicate was closed and a new strategy implemented. Since Paul Spencer's appointment on 26 September 2003, the share price has risen from 28p to its current level at close of business on 1 July 2005 of 44p, a rise of 57 per cent. The payments under the remuneration scheme recognise the contribution of the senior management team in the successful turnaround of the Company following its exit from Lloyd's. The scheme also recognised that, for a period of six months, Paul Spencer took on the role of Executive Chairman before Russell Brooke was appointed Chief Executive of GoshawK in April 2004. The remuneration of the Chairman and the senior management team has been structured to align their interests with those of all shareholders of the Company and is performance based. In structuring the remuneration of the Chairman and the senior management team, the Remuneration Committee of the Board received external expert advice and ensured that the scheme put in place was appropriate when compared with relevant benchmarks and comparable companies. Details of the approach to remuneration can be found in the 2004 report and accounts. GoshawK's strategy The Company has communicated its strategy regularly and consistently to shareholders. Rosemont Re has been established as a focused short tail reinsurer. The Board remains confident that the strategy the Group is pursuing will deliver attractive returns to shareholders. The progress has been recognised by AM Best in returning Rosemont Re to Stable Outlook in December 2004. This could not have been achieved without the acceptance of the strategy by our clients and the broker community. The Board will continue to seek to create value for shareholders consistent with a prudent approach to risk management. Progress into 2005 has been positive and a trading update will be issued on 11 July 2005, the day of the AGM. Proposal made by Phoenix Earlier this year, Phoenix made a proposal to the Board of the Company suggesting that Sir Peter Thompson and Gary Channon be appointed Chairman and Chief Executive of GoshawK respectively. It was also proposed that the Company adopt an alternative strategy for the investment of its reserves and capital. Directors of GoshawK have met with Phoenix on a number of occasions during this year. The Board of GoshawK considered the proposal made by Phoenix carefully and came to the view that the proposal would result in a change of control of the Company without an appropriate premium being paid to all shareholders and was therefore of the view that it could not recommend this proposal to shareholders. The asset management proposal was also carefully reviewed and felt to be inappropriate given the Company's strategy and approach to risk. The Board also felt that conflicts could arise in granting to one of its shareholders an arrangement of this nature. Summary The Board has noted the points raised by Phoenix. It has considered the proposal made by Phoenix and believes that it would result in a change of control of the Company without any benefit to other shareholders. The Board believes that the strategy that GoshawK is pursuing is the right one and in the interests of all shareholders. Accordingly, the Board recommends that shareholders vote in favour of the resolutions proposed for the AGM to be held on 11 July 2005. Contacts: Paul Spencer, Chairman, GoshawK 020 7499 2355 Russell Brooke, Chief Executive, GoshawK 001 441 278 0701 Tony Friend, College Hill Associates 020 7457 2020 Roddy Watt, College Hill Associates 020 7457 2020 This information is provided by RNS The company news service from the London Stock Exchange END MSCPKBKBKBKKAOK | mr ashley james | |
01/7/2005 17:10 | Go Phoenix! 8-) Edit: Their website address: | alexandrews | |
01/7/2005 16:34 | what an excellent letter this is! i've even beaten hashley james to the cut and paste job. i'm glad i sold gos before the tag debacle, but it shd provide some fun over coming weeks... and while phoenix is at it, how about having a look at the too generous amounts those dozers at highway pay themselves. RNS Number:3920O Phoenix Asset Management Partners L 01 July 2005 Phoenix Asset Management Partners Limited Phoenix Asset Management Partners Ltd are sending out the following letter to the registered shareholders of Goshawk Insurance Holdings Plc today. Dear Goshawk Shareholder We are writing to you as the representative of certain investment funds (the "Funds") holding 50,838,408 Ordinary shares in Goshawk Insurance Holdings plc which represents 28.9% of the outstanding share capital. At the forthcoming Annual General Meeting on 11th July 2005 we intend to vote against three of the motions before the meeting. This letter sets out our reasoning for this, our concerns about the current strategy of Goshawk and the details of an alternative proposal that we made to the company. AGM Motions The motions in questions are: Resolution 2. To reappoint S E C Miller, who is retiring by rotation in accordance with the Company's articles of association, as a director. Resolution 3. To reappoint G A Robb, who is retiring by rotation in accordance with the Company's articles of association, as a director. Resolution 6. To approve the directors' remuneration report for the financial year ended 31 December 2004, together with the auditors' report thereon. Problems with Directors' compensation We believe that the compensation awarded to directors in 2004 is out of line with the performance of the business in the year, is inconsistent with the Remuneration Report of 2003 and is just too high in absolute terms for the size and type of business Goshawk is. Although in 2004 the company suffered a loss of $8.8 mil and book value fell 9%, the total compensation of the top three officers of the company (Chairman, Chief Executive and Finance Director) rose by 114%, the biggest increase in the sector (defined as the relevant constituents of the FTSE All Share Insurance Index). In the 2004 Remuneration Report it is a stated policy to "reward successful performance". In our view, from a shareholder's perspective, 2004 was not a successful year. The 2003 Remuneration Report states that the Chairman, Paul Spencer, would be awarded a bonus based upon the share price on 30th September 2004 or at the offer price at the time of any takeover offer for the company that was successful prior to that date. The lowest share price required to trigger a bonus was 50p at which level he would receive #100,000. Neither of these conditions was satisfied and we would have expected there to be no bonus paid under this scheme. However, in the 2004 Remuneration Report the scheme is restated but the criteria have now been changed. The lowest strike price has been reduced to 40p and the expiry date has been moved back to 31st December 2004. As the shares closed at 40.25p on 31st December 2004, Mr. Spencer has been awarded a #100,000 bonus. The Report does not explain that the criteria have changed and it reads to us as though these were always the criteria, which is not the case. The end result is that Mr. Spencer earned $375,000 as non-executive Chairman in 2004 versus $43,000 in 2003. Viewed as a ratio to market capitalisation, Mr. Spencer is the best paid non-executive Chairman in the sector. Likewise the top three officers are the best paid in the sector. However, the movement in shareholder value (the change in book value plus dividends) at -9% is the second worst, as is the combined ratio of 108%. If we only consider the continuing business then the deterioration in 2004 is even greater. 2004 was a good year for Goshawk's management but a poor one for its shareholders. We believe the compensation policies and practices pursued by the board are not justified in the interests of shareholders, that they are not justified by industry comparisons and that the Remuneration Report does not adequately explain the reason for changes to the bonus scheme criteria. In conclusion we cannot support the motion approving the Report. Additionally, the two non- executive directors that are up for re-election are from the Remuneration Committee and in fact Mr. Miller is its Chairman. Problems with the current strategy The company is now taking considerable risks on behalf of shareholders. The Annual Report states that the maximum risk to be taken by the company on a single major catastrophe is limited to 30% of Rosemont Re's capital, equating to around 40% of Goshawk's shareholder capital. If this goes wrong the current management team have very little of their own money at stake. The company has also moved its share capital into US dollars without consulting shareholders who are largely UK sterling based. We accept that the earnings of the business are US dollar based but it doesn't follow that the capital should be. The company also decided it would report its earnings in US dollars. Given that its shareholders are predominantly UK based, and that the report is primarily for their purposes, this suggests to us a lack of sensitivity to shareholders' requirements. We believe that the company has been actively seeking a buyer of the business; the compensation plans are certainly structured to incentivise that outcome. However, apart from an unsuccessful approach from Nikko Principal Investments last year the strategy has not borne fruit. In the meantime the net asset value has declined and the share price has risen, in our view significantly reducing the chance of a takeover at a premium. There is a low barrier to entry in the Bermuda reinsurance market and we believe that any potential purchaser is likely to weigh the modest costs of starting up a new vehicle against the price of buying Goshawk with its portfolio of legacy risks. As a result, we believe a buyer will probably expect to pay a discount to book value offering little upside for Goshawk shareholders from the current price. In summary, Goshawk currently has a management that in our view pays itself too much, takes too much risk, outsources the investment of its float (capital & premiums), has little personal financial investment in the company and which has not delivered an exit for shareholders. The alternative In April 2005 we made an approach to Mr. Spencer with a proposal that we believe would create significant shareholder value and better align interests of management and shareholders. In June Mr. Spencer informed us that the Board had turned down our proposal. We proposed that Mr. Spencer step down as Chairman to be replaced by us (Sir Peter Thompson as Chairman and Gary Channon as Chief Executive responsible for capital allocation and investment). Russell Brooke would remain Chief Executive of Rosemont Re (Goshawk's re-insurance subsidiary) in Bermuda as he currently is. We proposed that we would run the company with an approach inspired by Warren Buffett and Charlie Munger of Berkshire Hathaway. We have developed a framework to combine long term value investing and intelligent value based underwriting. Using shareholder's capital twice to support two rewarding activities results in excellent long term returns, as Berkshire Hathaway has demonstrated. We are not claiming to be Messrs Buffett and Munger but we do claim to benefit from much of their wisdom and teachings which are in the public domain. We proposed that we would work for no pay or bonuses. We would have one option scheme that would pay us if we double the value of the company in 5 to 7 years. If we don't, we get nothing. We did not seek board control or any contractual notice period. If we were failing, the board could remove us immediately as could shareholders given that our equity interest would remain unchanged (we are not seeking equity control). These are the most aggressive shareholder orientated criteria we have come across. Our incentive would come from the 28.9% shareholding that we have. As Mr. Buffett might say, we are prepared to eat our own cooking. Our plan would yield immediate cost savings that we estimate at over $4 mil per annum coming from lower board compensation, the saving of external investment management fees and other savings, including moving the head office out of its unnecessary St. James' location. By following the teachings of Warren Buffett, Charlie Munger and Benjamin Graham over the past 7 years since we founded Phoenix Asset Management Partners, we have generated an average investment return of 15.4% per annum investing in the UK stock market whilst the total market (as defined by the FTSE All Share Index) has returned just 1.6% per annum (1/5/98 to 30/6/05). We believe our proposal was very compelling for Goshawk shareholders. Sir Peter Thompson brings decades of business experience and a record of generating outstanding returns for shareholders (as investors in NFC, FI Group and Community Hospitals could confirm). At Phoenix Gary Channon has produced best in class investment returns since we set-up the company in 1998. This has been achieved through the application of a rational, disciplined, risk averse investment strategy without leverage, derivatives or short selling. With that combination of business experience and investment expertise we anticipated that we could have earned excellent long term returns on Goshawk's capital, which was the only way in which we would have financially benefited from our plan for Goshawk. In view of all of this, we were disappointed when Mr. Spencer told us that the Board did not support it. Conclusion Shareholders will have their own views on the performance of Goshawk and its management and on the proposals we put to the board. If you share our view that the compensation policies and practices are not justified in the interests of shareholders you should make your views known to the board and take such action at the forthcoming AGM, in relation to the Remuneration Report and those directors who are responsible for it, as you see fit. If, like us, you consider that the present position is unacceptable and if, like us, you consider that there are alternatives which would achieve better returns for shareholders, we would urge you to make your views known to the board. We believe that Goshawk shareholders are being poorly treated by its management. We feel that now is the time for shareholders to stand up and be counted. It is our company, after all. Sir Peter Thompson Gary Channon | ursus | |
28/6/2005 00:36 | Ash, any chance of that new thread when you've got a spare minute? Not that there's much to sayabout this share at the moment... 8-) | alexandrews | |
24/6/2005 15:07 | One of the most amusing things about ADVFN is the fact that the people that think that they are the key players here believe that I have positions in any of the stocks I post about. I do not I would never let them know what I am holding after 2002 anyway. How the Bulletin Board System was ruined by self evident Transparent Morons a Book Coming Out soon by Mr Ashley James. | mr ashley james | |
23/6/2005 11:44 | Pommie, time for GOS to start flying lessons again? | mr ashley james | |
13/6/2005 12:43 | Pommie, Mind the Gap! | mr ashley james | |
10/6/2005 13:56 | TK On my monitor | mr ashley james | |
09/6/2005 13:07 | Ash get some ARX | knowing | |
03/6/2005 14:08 | Pommie, Looks like Panmure or Numis bought 100,000 at 45.00p that moved price up. Cheers Ash:) | mr ashley james | |
03/6/2005 12:18 | Yep, a new thread gets my vote - Alex Edit: Just noticed a small tick up in the last few minutes 8-) | alexandrews | |
03/6/2005 12:16 | Alex, No sorry I can not I have not got password for header log on. I can set up new thread if you want seeing as this one far too long already. Cheers Ash:) | mr ashley james | |
03/6/2005 10:58 | Ash, Any chance you could trim the header of this thread? I'm especially thinking the charts (at least the first two), and I'm sure a lot of the commentary is now well out of date. Cheers, Alex | alexandrews |
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