Swallowfield Share Discussion Threads

[ydderf] 13/4/2011 18:09

Of interest to PG watchers is a fascinating book of interviews I came across this week. It is a book about successful private investors, a number of whom are regular posters on ADVFN(!), but it includes quite a detailed and interesting account of PG's inestment activities over a number of years...

more info here www.guythomas.org.uk/investment/freecap.php

[markt] 13/4/2011 12:45

Can someone explain a little about the power of a Chairman and the power of a board ?.

The board must do what the chairman says/decides or ?

[not_so_cautious_investor] 12/4/2011 08:19

SSmith100 - Agreed

But methinks it has not yet dropped enough for our major shareholder to take advantage !

bra gjort Peter

[ssmith100] 12/4/2011 05:49

Well done Baner / Peter

Looks like you lost us a damned good chair and the immediate reaction in the market is a drop in the share price !

[topvest] 11/4/2011 13:46

Results out - chairman gone!

[farmingrgp] 09/4/2011 19:36

Baner / Peter.
One must assume that you want this ongoing dispute between you, WSE and the management of the company to be sorted out so that the company can focus on growth and profits.
Obviously you know what has been discussed between you and the company and you appear to dispute what the company has said about the discussions / negotiations as identified in the most recent RNS. Sometimes there can be genuine misunderstandings, especially when there have been telephone conversations. You have stated that 'Vital pieces of information'have been left out in the RNS and suggested that the management has attempted to mislead the shareholders. It is incumbent upon you to identify these 'vital pieces of information' that have been left out. It may be that if any misunderstandings can be resolved, an equitable solution can be found.

[markt] 09/4/2011 15:50

baner
you mentioned the broker that OK'd the massive dilutive share issue at PGs company Pittards at 1.5p when the market price was 2.1p-2.2p, ...
but excluding existing shareholders at that time (Company Act says pro rata)

interesting to see that the previous broker was sacked and new broker appointed 2 weeks before the dilutive issue....just in time to OK the deal !

and you refuse to justify even briefly why existing shareholders were excluded, maybe there was a logical reason, who knows

hmmmmmm


(I'm such a cynic about the stock market !...sadly due to the real world )

[markt] 09/4/2011 15:30

If baner is Peter Gyllenhammer ...then his post on Pittards message board looks a bit dubious in my opinion..12th Jan 2011...where he ramps the Pittards shares and Peter Gyllenhammer

(I assume that large shareholders are not allowed by the rules to ramp their own shares)

[markt] 09/4/2011 15:05

So P.G. made an instant paper profit of 1/2M with the issue of new shares in Pittards at below the market price, and existing shareholders were not allowed to take part. (effively money taken from shareholders)

At WSE, the son of the main director is 1 of the 2 main beneficiaries of the Benefit Scheme. (While this fact has intentionally be kept hidden/secret from WSE/LFI shareholders). If the LFI/WSE shares double in price in future years from current price (back to what they have been in past years !) then the value of the LFI/WSE Benefit Scheme shares will be approx. 1M pounds. (money taken from shareholders).

Some people may argue that it seems like certain parties are setting up the deals to favour themselves....and to intentionally keep shareholders in the dark (that point especially refer to WSE/LFI where I am a shareholder).

===
Additional point.
If SWL shareprice goes up...as a result of good work of the exec. dirs. at SWL.....(or could be just if the mood of the market is good)
then the son of the main director at LFI/WSE may benefit...as a result of the Share Benefit Schemes at WSE....while it is all kept secret from shareholders at WSE.

...interesting/ironic imho.

(the number of free shares that the son would receive is secret and the performance requirements that must be met is also secret; compare with the Company Act which requires "information to shareholders" and "transparency"

Hopefully no SWL shareholder minds me posting some WSE information but since WSE is involved in the SWL EGM then I think it is relevant.

[markt] 09/4/2011 14:48

reading the post....there is a lot of interest in controlling the board of SWL !

=====

BTW
on the subject of director honesty...which baner has posted about

there is a new post on the WSE message board with a fact against the honesty of the WSE directors (basically, they have stated in at least 2 year end accounts within last 5 years that it was their fixed intention to buy in shares for cancellation to reduce the large discount to NAV, in one AGM a vote to buy in up t0 10%. They haven't done it. They had no intention to do it imho. So many WSE shareholders would sell up !

(WSE has a history of large discount to NAV....since there is little or no interest in the shares, difficult to sell for example....so many shareholders imho feel trapped......many don't want to sell because of the large discount...so they hold and they keep hoping, like me !, that the NAV will increase......it is difficult mentally to sell a share when it is perhaps 60% of the value of the assetts....but X years later one is still in the same situation !)

[baner] 09/4/2011 12:36

# farmingrpg

you write what you write on the basis of your assumption that what the board is writing is their announcement yesterday is indeed giving a fair and true picture of what has been discussed during the process.

if the board is misleading their shareholders by leaving vital pieces of information out to their true principals - in order to get support for their failed chairman - then that is rather serious, i hope we can agree?

in 2009 Ms Winning told shareholders "her" company saw a 7.5% ROS as being perfectly "achievable" in 2012 - confirming what any benchmarking and other analysis concluded that Swallowfield should be able to deliver.

with hindsight it seems that that statement to the shareholders, while being encouraging at that point in time, was rather "questionable" one way or another.

is it not better to allow Mr Organ to focus on sorting out his CEPS plc fiasco, where shareholders have absolutely no reason what so ever to be content? maybe he can bring Ms Wining onboard - although it is indeed a very small boat to carry two such heavy weight managers.........

[farmingrgp] 09/4/2011 08:34

I see that Mr Gyllenhammar is a secret admirer of Shena Winning and her stewardship of SWL. I have just been reading an interview that he gave to Chris Menon of Investing Strategy in November 2009 when the SWL share price was about 100p. In the interview he was talking about the various UK companies in which he was invested and he singled out Swallowfield for praise. He said 'In Swallowfield we are more than 100% up in a weak market. I am surprised how well some of these companies have done in the recession and I am very hopeful regarding many of the companies we are investing in today'.
Clearly PG was impressed with the management of SWL, he is just mean in giving praise where praise is due. Baner, would you agree? His desire to get rid of Shena is clearly not about performance. It is either about male ego or else it is about getting control of the company. The big surprise is that WSE allow themselves to be used. They recently paid about 145p for 230,000 shares so they obviously think that SWL is a well managed company unless they bought those shares purely to allow PG to get control.(PS If WSE had invested in NBI at the time, which was an option, they could have doubled their money compared with SWL)
The recent company RNS shows the extraordinary extent to which the SWL board has gone to accommodate PG and WSE. The arrogance of PG and WSE who think that they should decide the representative of the Smaller shareholders who will sit on the Board, is beyond utter belief. They think that they can appoint their own board representative AND also appoint the representative of the other shareholders. Democracy is obviously a concept that these two are strangers to.
However, the RNS indentifies the roadmap forward and it is the duty of the Board to implement it even if PG and WSE don't approve of the final detail.
The road map, that should be implemented as soon as possible is as follows.
1. Shena should step down because her presence is like a red rag to a bull with regard to PG and WSE, despite the fact that they know she has been a damned good chairman.
2. The Board should appoint a temporary chairman until three 'Vested Interest' Directors are appointed to the Board. The Board would then appoint a new chairman and Richard Organ would step down as a Director.
3. No 1 Vested Interest Director would be nominated by PG and WSE and would be appointed to the Board at the same time that all three 'Vested Interest Directors' are ready to take up their seats on the Board.
4. No 2 'Vested Interest Director would be appointed by the newly created 'Swallowfield Smaller Shareholders Association'. This representative body would be administered by the Company Secretary and would nominate and vote for its representative on the Board.There would be a new vote every three years. Voting would be pro rata to shares held. Shena or Richard could stand for this position, it would be illegal to exclude them.
4. No 3 Vested Interest Director would be an elected representative of the employees within the Group. Our employees are a vital stakeholder in the company and having an employee Board member shows an enlightened approach.I also believe that such a representative is popular in Sweden.
The Board has spent numerous hours of seeking a way forward and now is the time to say to PG and WSE ' We have listened to what you have to say and this is what we believe to be the democratic way forward and this is what we as a Board are going to implement'. If PG and WSE want to remove the duly elected representative of the Smaller Shareholders or the employees they can call a vote of all shareholders as is their democratic right.

[baner] 08/4/2011 19:08

ah Mr Persey has returned from the local liquor provider - welcome back, i hope they were not sold out for you!

any new fantasies re the TOP and your concert party issues for us today? or maybe you need a couple of doubles before coming to that stage of hallucinations?


cheers and enjoy your best friend in life - Johnny W!

[farmingrgp] 08/4/2011 16:53

Hi Markt.
You have obviously touched a raw nerve with Baner / Peter. He will soon suggest that you have another whisky.

[baner] 08/4/2011 16:14

#markt

sorry but i have nothing more to add - i can only recommend you to spend the weekend doing your homework better! it is clearly totally meaningless trying to
make you understand the realities involved.

[markt] 08/4/2011 15:44

....let's take this over to the Pittards message board....

over there I have asked you (4 hours ago) to give a justification for why existing shareholders of Pittards were kept out of the massive share issue that happened at Pittards, except for Peter Gyllenhammer, he was allowed to take part...

My calculations show that P.G. made an instant paper profit of 1/2M pounds since the new shares were issued at a price below the market price.

You have not posted any justification so far.
And if any of my information or calculations are not correct, then please inform me and I will alter my post. But you haven't, so I assume that you agree with my calculations. (slander, which exact post, which exact words, against who ?) (BTW making a reference to facts is not slander)

waiting for your reply/justification...maybe I will learn something...who knows...
or maybe you will not give any justification

..anyway, let's take this to the Pittards message board....
(and any SWL readers that are interested can go there to see your reply.)

[markt] 08/4/2011 14:13

Does anyone know what are the WSE/P.G. plans for developing/changing SWL to increase future profitability and hence increase the SWL share price in the future years ?

Various opinions and posts over the last few weeks and letters to shareholders in advance of the EGM.....but I haven't seen on this message board any info. about WSE/P.G. plans for developing/changing SWL ...

(at the end of the day...ignoring who sits on the board....it is I think the plans for developing SWL in the future that matter..and one assumes that WSE/P.G. have different plans than the existing board or at least that they want adjustments)

the WSE letter gives any info ?

[markt] 08/4/2011 12:34

baner
I've posted on the Pittards message board...asking for you to give your reasons for why you think it was fair to exclude the existing shareholders in Pittards from the December 2009 share issue

except Mr P.Gyllenhammer !!

(and Mr Boyd was allowed to buy shares...which also came with options benefits, which he is recently taking advantage of, very beneficial)

from the new shares issued in Pittards in Dec 2009,

issued at below market price

noting it was a major dilution

and Mr P.G. made a step major increase in his share investment in Pittards, in an instant...at a perfect moment

....a transaction which my calculations show an instant paper profit for Mr P.G. of 1/2M pounds.

I am very interested to see your justification for keeping normal shareholders out of that share issue !.
(I make reference to the requirements of the Company Act, ie. new shares to be issued pro rata to existing shareholders)
Perhaps there is a justification, I wait to see.

(With the info I have seen so far, the Pittards private place share issue paperwork, I doubt I would agree)

====

And on the WSE message board perhaps the WSE directors could justify why the share benefit scheme vote of 2006 included words to allow related parties to use their votes (one assumes this means the 43.8% of WSE votes controlled by LFI via D.C.Marshall) for a benefit sheme with the son of D.C.Marshall as 1 of the 2 main
beneficiaries and why the board of WSE intentionally does not advise shareholders of the related party situation, ie that the son of D.C.Marshall was/is 1 of the 2 main beneficiaries (4% of WSE shares at no cost).
(Noting that the Company Act includes requirements to block participation in themes concerning related parties).

[baner] 08/4/2011 10:48

#markt

the Pittards placing was made at terms which their bona fide independent board, advised by their NOMAD W H Ireland, considered "fair and reasonable" (to all shareholders) and "in the best interest of the company".

these statements are of course made on the basis of very thorough considerations of the circumstances - most of them matters you have absolutely no clue of what so ever.

are you accusing the independent directors and WH Ireland for wrong-doing here? that is a really serious accusation which you put forward in an official forum and i doubt you will get much support for these ideas from any of the Pittards shareholders - or from any regulatory body that may read your "contributions"!

your filings are very close, if not beyond, of qualifying for being labeled "slander" and you should be very careful with what you write about other persons in these matters when having very little knowledge, if any, of the underlying circumstances.

[markt] 08/4/2011 09:40

Some top of the head ideas for SWL

- sell direct including via internet (greater margin, but first would need agreement of existing clients or only sell in areas that they do not, eg. central and Eastern Europe, from factory/office there)
(sell direct is what Pittards did, by buying a small company that sell direct and then try to develop it and sell Pittard products)

(as we know the problem with SWL share price comes from its low % profit on turnover, direct selling is one option to try to improve that situation)

- do a JV between SWL factory in Czech Republic with a brand(s) in that region, with a higher % profit split than selling to UK retailers

- get someone from Schlecker on to the board perhaps ! (biggest shop chain in Europe for SWL products)

- create own brands over time (using the experience of the new director with years at L'Oriel) after getting agreement from UK customers or only selling in other/distant regions to avoid upsetting/losing existing customers

[markt] 08/4/2011 09:31

"what have they got to lose ?"

.....perhaps the risk that the same could happen as happened at Pittards (at Yeovil) with Boyd as Chairman...

a very dilutive share issue, with Boyd taking 10% of the new shares....and existing share holders not being allowed to take part ...except for Mr P.G. !!

and Mr P.G. made an instant 1/2M paper profit according to my calcs. (new shares at lower price than market price, easy money, no ?!)

(a similar very dilutive share issue also happened at NBI where D.C.Marshall is a non-exec....and also in that case existing shareholders were not invited to take part, but WSE managed to get some shares, but only a 1/4 or something of entitlement if it had been a rights issue.

(I am not in favour of big dilutive share issues that do not allow existing shareholders to take part)

Topvest, we are both shareholders in WSE. There is nothing stopping the same happening there imho. (W.T.Lamb Holdings could be a sleeping related party of LFI, to give > 50% of WSE, and perhaps also a sleeping related party of LFI, to add to Marshall's holdings to give approx. 50%) (Mr D.C.Marshall worked in property development, and WT Lamb do as well, and not far from London, so there could be a link there, (have worked for Marshall in the past/now ?, I don't know) I don't know. That they own a stake in LFI "and" in WSE that would give D.C.Marshall control makes me suspicious).

I note that there is nothing stopping WSE or P.G. selling out to the other...but then maybe they would have to make an offer for other shares, I don't know. P.G. could I assume afford it, ...he has made good increases in his capital over last year as some of his companies have bounced back from the April 2009 share price crash.

[topvest] 07/4/2011 21:05

Yes, a really good chairman lined-up; that will make a few big holders have second thoughts - what have they got to lose?

[markt] 07/4/2011 14:06

...at Pittards where Mr Boyd is chairman...it definitely has gone from strength to strength in last few years...

big share issue in December 2009 was when the share price was 2p and now it is 4p....and the chart trend is up..and last interims reported big increase in profit versus year before