Feb 24, 2012
Richard Beddard

Kamikaze trade might pay off

Investing in the unlisted

I’m going to stray off the subject of the Thrifty 30 portfolio today, and describe a trade I couldn’t make in the model portfolio because it doesn’t include unlisted shares. In some ways it felt like a kamikaze trade using a small portion of my own pension fund. But I’m relieved to discover, it probably wasn’t!

A blind valuation challenge for you:

Company X has been profitable since it listed in 2004. It grew strongly until 2009, contracted in 2010 and recovered in 2011 when it earned 22.5% on equity. In the year ending June 2011 earnings per share was just under 8 cents (although it’s a British company it reports in dollars) and book value per share was 34 cents.  It’s indebted, but not hugely. It delisted in 2010…

How much is it worth?

OK, there’s not much to go on but assuming company X is sound, it would be reasonable to value it  at least book value, which is about 22p per share at current exchange rates, and possibly ten times earnings, or about 50p per share. Those are typical benchmarks.

Company X is One Horizon, formerly known as SatCom. It announced its intention to delist just days after I wrote these words almost two years ago:

…my main reason for rejecting SatCom is that I don’t know what purpose its listing serves. It’s an expense and a distraction and at such low prices, its managers must surely be tempted to buy out the remaining shareholders.

Although there’s great potential in the share price (and rising dividend), the huge cost of buying the shares guarantees a paper loss in the short-term, and there’s a risk SatCom’s long-term will not be played out in the stock market.

The cost I referred to was the spread (27% of the mid price), which meant anyone buying the shares would make an immediate loss and with the company 81% owned by its board and the shares incredibly cheap, I thought it likely the directors would make a predatory bid leaving people who’d bought even at these levels with nothing to gain.

The directors didn’t bid. They just voted the company private and left small shareholders with two options, sell out or accept a life in limbo as a minority shareholder in an unlisted company. As shareholders rushed for the exit, the price fell again, from a level I already considered fantastically cheap.

At that point my contrarian instinct kicked in. People weren’t selling because the company was a bad investment. They were selling for the same reason I couldn’t add SatCom to the Thrifty 30 portfolio: they didn’t invest in unlisted companies.

They were afraid they would be locked in. The company promised to match buyers to sellers, but without a liquid market there might be no buyers.

Where I see a wrinkle, a reason why a company might be miss-priced, I feel compelled to act so, out of curiosity, and after confirming my broker would trade the shares once the company had delisted, I bought a very modest stake at 9p. The company delisted. I put a note on my to do list to check up on how the company is doing every year or so.

A broker, Guy Butler Ltd, does the matching for Horizon. The shares are rarely traded but I’d currently get between 15p and 20p a share for them.

So there’s good news and there’s bad news. I may have doubled my money, but the price I’d get now probably undervalues the company, which I reckon is worth as much as 50p (I can’t be sure about that, the future is cloudy because it’s changing from a satellite communications distributor to a internet communications provider).

Maybe it’s not possible to realise fair value while the shares are unlisted and there is very little interest in the stock. One possibility is to offer to sell the shares periodically at a price of my choosing and see if anybody takes me up.

Or maybe I must wait for an event, a flotation or a takeover. One Horizon pays a dividend and occupies a dormant corner of my portfolio. I never hear from the company and only read its annual report. It’s low maintenance.

You might call it a kamikaze trade, but I felt quite confident about it. Still do. Explicably low prices do that.

While I wouldn’t recommend following my example and diving into delisting companies, the risks are fairly inscrutable, I’m relieved to find there’s another investor experimenting with the same tactic.

9 Comments

  • I have one of these, Richard – I’m (possibly) so enthused about it, I might even do a write-up and…buy more!! Hmm, maybe I’d like to see another set of accounts first… You’re right, in one sense, it’s v easy to hold one of these..in another sense, it’s like parachuting in the dark…a comfortable ride, until you hit a happy, or disastrous, landing..!

    • Hi Wexboy. Glad to hear it (and I look forward to the write up because yours are always entertaining!). At the time I really didn’t know anyone else was doing this (although I felt sure there were) so it did feel like a leap into the unknown. I didn’t write about it either because it was an experiment and a. I didn’t want people thinking I was completely bonkers and b. I didn’t want them following me into oblivion!

      You know, I hadn’t even thought of buying more. It’s logical considering I don’t want to sell because I think they’re undervalued but the imperative not to invest in unlisted companies is deeply ingrained! Food for thought.

  • I think you’re right – these de-listings do scare investors and lead to mispricings.

    Late last year MDY Healthcare (basically now a holding company with stakes in two companies) announced the disposal of one of its investments with proceeds in excess of its market cap. The price shot up but was significantly below the cash coming in from the disposal.

    MDY made it clear that they would distribute most of the proceeds after paying off a small loan. I checked the major shareholder list and found one well known activist with a 29% stake who I felt sure would fight the corner to ensure the distribution, and bought some.

    Sure enough they’ve now announced the distribution – so I get my money back +10% for a 5 month return – but could have sold in the last few days for a 25% gain. And that was buying late with all the information out in the open.

    They will soon delist with a view to selling the last investment some time in the future. Seems to me I should take my money back plus 10% and hold the unlisted shares for a payout some way down the road.

    I hadn’t previously paid much attention to these asset situations – but that experience and your musings on Guinness Peat/ Coats has alerted me to the fact that they do crop up from time to time and actually seem quite safe plays for the patient. (Although it’s less clear how long GPG will play out and it also looks very complicated to analyse).

    Seems you’ve had a very nice return on One Horizon over a short period.

    • Hi Trident. Thanks for your comment. The activist element at MDY Healthcare and Tim’s experience with Invocas is interesting in that it adds an element of security to this kind of situation. Maybe something to look out for.

  • Yes, it’s a fair cop, hands up — I get scared when a company delists.

    It’s strange, because I sometimes find myself talking about (and I even have a) small investments in unlisted firms, where there is much less transparency than with a delisting firm.

    I think besides liquidity there’s something unsettling about management that chooses to delist. Something in your head wonders “Are they trying to get away from serving shareholders like me?”

    And I think there’s probably something in that, even if often they’re just trying to get away from being *valued cheaply* by such shareholders! (Or perhaps non-shareholders).

    • Hi Monevator. I think its entirely rational to distrust managment in this situations as they have not treated minority shareholders well. As Wexboy says below, I think you can only do this if you think the shares are insanely cheap, to compensate for the fact that management’s motives are pretty much imponderable.

      I’m in that situation with Victoria at the moment (where a boardroom battle has both sides making claims about the other’s impure motives).

  • Richard I had a similar experience with Invocas in 2010.

    Luckily shortly before delisting an activist investor bought a substantial stake the share price jumped and I got out at a nice gain (the share was madly undervalued when I bought)

    I held onto a delisted company in the past got a nice dividend and eventually sold you to a large shareholder at an undervalued price.

    It’s great for controlling shareholders to take a company private but I am not sure if I would stay invested again.

  • Thanks, Richard! The more I think about it, the more interesting they are – might be worth a post in itself, hmm… A lot of the risks seem overblown to me:

    i) Price – these days, I occasionally come close to the ideal value investor viewpoint that price is not necessarily connected with value at all, it simply offers a chance to sell, or to buy more! – therefore, the absence of a regular traded price shdn’t be much of a concern, and shdn’t really affect your opinion of value at all,
    ii) Liquidity – for most people, does it really matter if 10-20% of your portfolio was in illiquid/delisted stocks – so what?!, and
    iii) Newsflow – at the extreme, with a delisted stock you may literally get an annual report once a year…and that’s it! – is that really a problem, in most instances how much more would you genuinely know about a company with 25 press releases in the year, vs. an annual report?

    However, there are clearly corporate governance risks, and less chance to realize value (or to rely on a catalyst to prompt it either). Then again, plenty of listed stocks present the same issues..! My solution with these type of risks (and I feel resource stocks fall into this basket also), is to limit my portfolio size (generally to 1-2% per stock) and to demand a higher upside potential (so if I was comfortable with say 50% upside on a medium/large cap stock, I’d want at least a 100% on this type of stock). Sometimes this can all line up nicely – because of investor fear/disenchantment/selling, the upside potential on a stock is amplified in the lower price, nicely matching the increased return one might demand..!

    • I think that’s a pretty sane approach! As I replied to Monevator above the cloud the future, as Yoda would say (well, actually he might say “Cloud the future, they do”) so the shares need to be insanely cheap. It’s the ‘panic’ selling element that provides the opportunity.

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