Swallowfield Share Discussion Threads

[farmingrgp] 28/5/2011 11:24

Markt
Met up with David Marshall recently, he claimed to have netted several '10 baggers' for WSE. He was not in the best of humour and did not explain himself. Do you know about any of these?

[topvest] 20/5/2011 21:15

Well the brokers got it wrong then...as usual! It was fairly obvious for most of this year that the results would be flat - just from reading between the lines on the interims and prior year accounts. I certainly thought that already so not sure why brokers hadn't factored it in.

[farmingrgp] 20/5/2011 14:57

topvest.
I read the RNS as saying that profits will undershoot the last brokers note but that PBT will be up on last year but not as much as brokers forcast.

[markt] 20/5/2011 14:33

Topvest.....I agree with you...in fact the statement is positive if read/extract the important parts from it....

"We expect sales for the year will show double digit growth versus last year with a much stronger performance in the current second half of the year than in the first half. Compared to last year's overall performance, the impact of this revenue growth should still more than offset the impact of the higher raw material costs".


Why ?
....part of the interaction with the process of removing the chairman is my guess
===

The value of SWL for any large shareholder (such as WSE, PG. et al) is of coruse the value of the whole business....if sold or merged or whatever...if the price moves 4% if 2k shares are sold or bought it has no actual meaning at the top level, the real value of the whole company (ie. buy or sell it) has not changed at all.

===

farmingrgp
...in case you are interested in WSE....I've dug up a few facts that might interest you if you are interested in WSE and history of WSE directors, including Mr Beale who liassed with SWL on the SWL EGM.
Has no impact on SWL ....but if you want to know more about WSE and Mr Beale/Mr Marshall ...I think it is an interesting read...(the docs. I got the info. from are all publicly available)

(been digging info about Mr P.G. involvement in other cos. where holds 30%.....I'm more positive than I was....his appointed directors tend, imho, to give special attention to addressing the financial aspects of a company...controlling spending or any fanciful projects...and getting the accounts/numbers to be solid (ie. assett backing/foundations)...minimizing any costs that can not be fully justified...(especially selling off any land/property that is not needed)...obviously all with a view to increasing/helping the share price and hence his shareholding (as well as any other shareholders). On other hand , if he tries to take over a company then sure he will try to do it at the minimum possible price ! (I guess we would all do the same !, if the rules allow it) (Chapelthorpe board declared that the P.G. offer did not reflect real value, but they still transmitted it, which I don't understand).
Marshall companies, in case of interest. Conafex did a de-listing offer, problems, cost reduction, similar to Chapelthorpe I guess....and Marshall's main vehicle (Monteagle Marshall) was the buyer I think. Halogen (Mr Beale is a director and shareholder) de-listed from 1 exchange since had to reduce costs...and did a cash raising, almost a life saving issue imho (UK pubs that do food). Summary, bad performance imho.

[topvest] 20/5/2011 12:52

Bit of an odd trading statement - reads like a profit warning, but isn't really. Isn't it just me thinking this through, but isn't a .7% reduction in operating margins only £35k or so - and that's offset by higher sales. So why say it the way they did. Quite a poor quality RNS in my view. Sounds like they wanted to say something negative, even though the results are quite good. Why?

[markt] 17/5/2011 14:02

farmingrgp
BTW.....the 'Viking raider' you mentioned X weeks ago....
credit to his team in 1 company where he has 30%...
a contract in Sweden (Vikingland !) was won by that company that was/is 3/4 of the normal annual turnover of the company !.....one assumes as a result of work/contacts of his director/team/contacts

whether anything similar is possible for SWL, (now with new 'Vikingteam' member on the board) I don't know

[markt] 16/5/2011 10:55

thatch3
...some people think that Cautious investor is a certain director at WSE.
(if you read back thru all old posts you will see some info)

====

The change in share price.....I wouldn't worry too much.....the value of the company is much the same as it was before the EGM..hardly any share sales have happened imho.....or perhaps higher....
the new director on the board can be expected to try to make changes so that the share price increases ...to give a benefit to the person that they represent (Mr P.G. called the EGM I believe)

(the value of the co. is lowish compared to sales.....and profit margin is low....perhaps the new director will provide some ideas...he will be keen I assume to do well and justify his appointment and the EGM)

(with summer arriving....perhaps the new sun cream product will achieve some sales (the Cornish beaches are close by)....new product if my memory is correct....and the chance of sales I assume in mainland Europe via the connections at the Czech Republic factory and office)

we have to wait to see what changes happen over time...
(selling off excess land/property is something that P.G. has been keen at at other companies where he is invested.....so I expect further efforts on that, SWL has a site for sale I believe....but if there is a buyer out there, who knows..)

[cautious investor] 13/5/2011 21:16

I only have an indirect interest at present via WSE, but might buy directly depending how current uncertainty is resolved. So was not at EGM.

[thatch3] 13/5/2011 19:37

Cautious Investor.
I have been reading your comments and you appear to have an insight into Swallowfield and have strong opinions. Are you a shareholder and were you at the AGM where everybody, apart from the men from Sweden, seemed to be very supportive of the departing chair lady?

[cautious investor] 13/5/2011 17:38

Share price has been sliding because there are more sellers than buyers.

Why? Because of continuing uncertainty about the leadership of the company following the EGM.

How can that uncertainty be removed? By the board speeding up the process for the selection of a new chairman (outlined in their last RNS - see link below graph at the top of this page).

[farmingrgp] 13/5/2011 16:38

Thatch.
It was not an AGM but an EGM. E stands for extraordinary. The two largest shareholders got rid of a brilliant Chairman because their male attitudes could not tolerate a lady saying NO. We lost a brilliant chairman, the rest of the Directors are now insecure, who on earth would buy these shares? WSE are experts at destroying share value. They bought 235,000 at about 143p last October. How much money have they destroyed? Perhaps the Takeover Panel will allow them to buy all of the shares at 143p. I hope that they have the cash ready. Muppets.

[thatch3] 13/5/2011 16:16

Can any one explain why the share price has been sliding since the recent AGM?

[farmingrgp] 13/5/2011 07:24

Dear Edward.
I imagine that you have been close to this situation and I would concur with you that the Chairman would / should have been dealing with WSE and PG and in as much as they removed her because they did not like her responses over many years, this would have been the case. However, the executive team would have had to be part of the Board response ( it would have been irresponsible if they were not)and so would the rest of the Board.Let us not forget these demands on time are still ongoing. It is clear that the aggro from WSE and PG has been going on for a long time. Surely you can understand that all of the demands of these two shareholders would have added to the loading on the Exec team AS WELL AS the demands on the Chairman and NEDs. Time wasted by EVERYBODY on the Board because of WSE and PG must have distracted the team from the running of the Company and continues to distract the team from the running of the Company. Can you not understand this?

[cautious investor] 12/5/2011 18:00

Farmingrgp

I agree that with the UK's unitary board structure all directors need to be involved in key decisions, and will require briefing from those involved on a day to day basis in the matters requiring their decisions. This does not mean that all directors need to be involved equally in all matters. For example execution of strategy is delegated to executive directors, who report back to the full board so that the full board can take relevant decisions.

The implication that I drew from your post was that the CEO was directly involved in a major manner in the company's response to the shareholders' proposals, or even possibly leading the response. IF that is not the correct implication, then obviously my argument falls away. Assuming that this is/was the situation, then it should be/have been avoided. The CEO has prime responsibility for the execution of strategy and anything that distracts from this risks damaging shareholder value. To mitigate this risk the NEDs (Chairman & SID in particular) should have insisted that the CEO is/was not involved on a day to day basis in the company's response to those shareholders' concerns. His time is most valuably spent executing strategy. This does not mean that he (or any other director) should be cut out of the decision making process, just that he should not have the lead. This would have mitigated the distraction.

IF the board allowed the CEO to spend significant time on this, then this is either dereliction of duty, or a reflection that the CEO is not fully employed and had time on his hands (very unlikely) or that the board had put in place cover for the CEO in the execution of strategy so that he could be freed up to devote time to this matter (even more unlikely).

Corporate Governance guidelines are clear that one of the key roles of a SID is to take the lead in discussions with shareholders when they have concerns about the performance of the chairman. IF it is true that "vast amounts of time are being/have been squandered" by the CEO, then why have the rest of the board let this happen? This is part of what NEDs are paid for. Why are you not criticising the NEDs? They are more directly to blame than the major shareholders.

It was a decision by the board that they needed a nomination committee to consider additional appointments, and it was again the board's decision about the composition of that committee. It is not true that a nomination committee "requires" the presence of the CEO. This is a matter that could be dealt with by the NEDs with the executive directors only being involved in agreeing the committee's terms of reference and discussing the recommendations of the committee. The appointment of the CEO to the committee is IMHO a poor decision.

You appear to have good contacts with the company. Can you ask them why they let the CEO spend significant amounts of time on this and why they did not task the NEDs with doing their job and leading the work to find a solution? Can you also ask why the CEO was included on the nomination committee when this risks distracting him further?

[farmingrgp] 12/5/2011 09:57

Mr Cautious.
Of course the CEO is distracted from doing his job because of the antics of the two largest shareholders. Their conduct has been ongoing for ages and it constantly requires a Board response ie all three executive Directors have to give time to this issue....They are part of the Board. The calling of an EGM...of course it impacts on the CEO. These two shareholders removed our excellent Chairman. A nomination committee has to do research and find the correct replacement(s). This requires the CEO and yet more time is wasted because of the antics of these two shareholders. Which planet do you live on????? Of course the conduct of these two shareholders is distracting the CEO from running the company. Are you unable to see this?

[cautious investor] 11/5/2011 22:14

Farmingrgp

I was just using your terminology. I should probably have put the word "represents" in quotation marks.

There is a "serious allegation" in that post though. If your statement about distraction of the CEO is correct, then the former chairman, SID and NEDs were not doing their job properly.

[farmingrgp] 11/5/2011 21:25

To the author of posting No. 286.
You state that it is illegal for a director to represent specific shareholders. You then allege that 6 Directors appear to represent the interests of 54% of shareholders. Are you suggesting that the 6 Directors of SWL are acting illegally? Please could you clarify what appears to be a serious allegation.

[markt] 11/5/2011 13:59

farmingrgp....please see the previous message

====

BTW...
Mr P.G. strategy
..I have been trying to find out if I can


I think that perhaps one thing that Mr P.G. does it to lend money to the companies that he invests in, if it is needed and suitable and not too high a risk....

and receive a g'teed income on that loan...
and the loan can be converted to shares if wanted (if not 'in the money' then just ask for the money back !)

At 600 hundred grp. (SIXH) a 29% shareholder lent money to the co........and can convert at 20p/share if they want.....but they also get paid interest....
the lender was a company....P.G. has 29-30% of that co.....it is 90% sure that the lender was/is in effect Mr P.G.

At Pittards money was also lent to the company.

And of course to lend money to a company....it is much better to have a director on the board....so you know what the real reality is at the company, important if you are considering lending money to the company.

Is it actually 'lending' money to the company or just buying share options but with low risk since can instead ask for your money back ?!

====

One of the advantages of 'lending' money to a company or buying options/warrants is that in an instant you can effectively buy loads of shares.....whereas if you tried to buy those shares in the market it would not be possibe at that price.....as you bought shares in the market over weeks/months you would drive the price up and have to issue RNS statements...and have to make an offer for all of the company shares since would go over the 30% limit....and you may not be able to buy since it might be limited by insider information rules...

at SIXH......surprise surprise...the co. announced good results and the share price moved to an uptrend...a few weeks 'after' the loan/warrant deal was put in place, almost doubled in value since last August

[markt] 11/5/2011 13:51

farmingrgp and the board at SWL

protection of rights of minority shareholders...this was mention in the letter to shareholders from the SWL directors

You may be interested to know about this new society, created to try to help to protect the interests of minority/small shareholders in listed companies

www.sharesociety.org

Manifesto

[markt] 09/5/2011 13:49

farmingrgp
BTW....if you are looking for info or advice on board control or other topics....Ash Menta or other contacts of his may be able to advise...
(he is or was involved at a co. that provided fin. dirs. and similar people to small companies...and related advisory services)

seems to be quite aware of some of the things that go on...
(you probably realise that he is a non-exec. at NBI, where WSE also have a non-exec)

[e-mail]


====
His web site



Some interesting articles.....including some criticism of the inactivity of the FSA et al over the last 30 years (ah, it's not just me that has noticed !).
Some details of some recent company frauds by directors, interesting reading !


"The history of business misdemeanours over the last thirty years seems to indicate that government agencies whether the Serious Fraud Office, or the City of London Police or others have been either too indifferent or too incompetent to address this failing".

[markt] 09/5/2011 12:25

farmingrgp
BTW...I thought it was interesting to see WSE say that it "intentionally ignores its shareholders"....I am one....

Cautious Investor (=Edward Beale ) - 5 May'11 - 19:09 - 286 of 289 wrote
"Do WSE ignore you in the same way that they ignore Markt?"

I have raised various questions about WSE and LFI....and they choose to "ignore". that makes me even more concerned that they perhaps have something to hide, otherwise they would be 'open and honest' and provide answers/information.

I would understand SWL shareholders concerns if they had concerns that SWL would then be run in the same way if WSE were in control.

[farmingrgp] 08/5/2011 12:39

Edward.
A chairman should, on appointment, meet the independence criteria of the Combined Code. A Director cannot be deemed as being independent if he represents a significant shareholder.

[cautious investor] 06/5/2011 09:39

Farmingrgp

If you want to talk to Edward (whoever that is - Edward Beale?) I suggest that you talk to him directly. You can probably contact him through WSE. Or is he not answering your calls/emails?

Similarly, if you want to talk to Mr Boyd, I suggest you talk to him directly. You can probably contact him through Pittards.

[farmingrgp] 05/5/2011 22:20

Edward.
You did not answer the question. Would Mr Boyd be prepared to accept a Board position other than that of Chairman?