ShareSoc Recommends Shareholders Support the Existing Board at Victoria

PRESS RELEASE 34 (28/08/2012)

Bearing in mind the dispute between shareholders at Victoria Plc, ShareSoc (the “UK Individual Shareholders Society”), has considered the issues raised and recommends that shareholders support the stance of the existing board of directors and vote accordingly at the forthcoming General Meetings.

According to the announcement made by the company on the 23rd August, the latest dispute has arisen because the “Former Directors” (Geoff Wilding, Alexander Anton and Sir Bryan Nicholson), who were all non-executive directors, proposed that an incentive scheme should be set up under which they would potentially receive a substantial share of returns made to Shareholders*.

ShareSoc often supports activist shareholders where they wish to change the strategy of a company and improve its financial performance. In this case, the Former Directors, with the support of major shareholder New Fortress Finance, did previously obtain the support of a majority of shareholders for board changes. But we can only support activists who wish to benefit all shareholders, not a small minority and particularly as the Former Directors do not obviously wish to take an executive role in the business which might justify significant remuneration.

In other words, they seem to be asking for a specific bonus (a reward for future success) for simply performing their normal duties as a non-executive director. As the company points out in the announcement, this is both highly unusual and contrary to corporate governance guidelines.

We would be unlikely to support such a bonus arrangement of the magnitude proposed even if the Former Directors were to take an executive role in the company as ShareSoc opposes aggressive bonus schemes in any case.

Therefore we recommend:

That shareholders vote “For” the re-election of David Garman and Roger Hoyle at the forthcoming AGM on the 31st August (new directors appointed since the last AGM).
That shareholders vote “For” the re-election of Alan Bullock and Barry Poynter at the forthcoming AGM.
That shareholders oppose any resolutions to remove directors and appoint others or any other associated resolutions put forward by the Former Directors or Fortress Holdings at the subsequent General Meeting which they have requisitioned.

ShareSoc Chairman Roger Lawson has this to say on this matter: “This seems to be an outrageous case of a few larger shareholders trying to gain financial advantage for themselves as opposed to benefiting all shareholders. Directors should act in the interests of all shareholders, not just in their personal interests, and they should not require these grossly excessive incentive arrangements to simply do their jobs to the best of their abilities as non-executive directors. Private investors, who may have a significant influence over the result of the pending votes, should ensure they can and do vote as we suggest.”

For further information, please contact:

Roger W. Lawson,
Chairman,
ShareSoc Telephone: 020-8467-2686
Email: info@sharesoc.org

Note any members of the press who wish to receive a complimentary copy of our informative monthly newsletter should send a request to info@sharesoc.org . Our newsletters cover not just the affairs of our organisation but contain general financial news and commentary. An example of our past newsletters is available on our web site. You can also follow ShareSoc on Twitter from @ShareSocUK.

About the UK Individual Shareholders Society (ShareSoc)

ShareSoc represents and supports individual investors who invest in the UK stock markets (and who own as much as 30% of the shares in UK public companies in aggregate). We are a mutual association controlled by our members with “not-for-profit” articles and incorporated as a company limited by guarantee. The organisation is financed by member subscriptions, donations from supporters and by the services it provides to members. Associate Membership of ShareSoc is free and is open to everyone with an interest in stock market investment. More information on ShareSoc can be obtained from our web site at www.sharesoc.org .

Post Date: August 28, 2012

Group description:	Our group is interested in sustainable investing and our goal is to identify and evaluate businesses that will thrive through innovation and their transition to a ‘One Planet Economy’. By leveraging the skills of group members, we aim to deeply understand these businesses, particularly focusing on how they develop long-term valuable benefits for their customers. Each year, we plan to evaluate around seven businesses to identify opportunities where our valuation exceeds the market price. A successful outcome is defined as achieving a compound annual growth rate (CAGR), including dividends, of 10% over a decade.
Meeting Type/Venue:	Meetings are in-person in a pub near to Waterloo station in London.
Meeting Frequency/Timing:	Meetings are bi-monthly on a Monday from 10:45am to 4:30pm. Members are expected to also pay for their own lunch which secures the group free use of a private room in the pub. The cost is expected to be £35-40 per person, per meeting, in addition to your SIGnet membership fee.

Group description:	SIGnet Taunton is a new group with around 10 keen members at present, with a range of investment styles and experience. We welcome new members.
Meeting Type/Venue:	In person meetings at a golf club near to the centre of Taunton.
Meeting Frequency/Timing:	We meet on the first Monday of every month at a golf club near to the centre of Taunton, 11am until 3pm with a lunch break.

Group description:	An online group for those who are new to investing, or have only been investing for a few years. Including topics such as: – What is a share or a bond, why and how to buy them. – Comparing funds, unit trusts, Investment trusts and exchange traded funds. – Portfolio management and diversification. – ISAs, pensions, SIPPS and how to save tax. – How terms such as PE ratio and dividend yield are used to value a share. – How to use technical analysis or charting.
Meeting Type/Venue:	Online using Zoom.
Meeting Frequency/Timing:	Meetings are usually held on the last Monday of the month at 7:00pm.

Group description:	An online group for those who already have some experience in investing. Covering topics such as finding companies to invest in, financial statements and ratios, valuation / margin of safety, analysis of companies and investment trusts and exchange traded funds.
Meeting Type/Venue:	Online using Zoom.
Meeting Frequency/Timing:	Meetings are usually held on the last Wednesday of the month at 7:00pm.

Group description:	The Equity Income Group welcomes investors of all levels of experience, from beginners to advanced. The focus of meetings is on dividend paying Investment Trusts, though there is also discussion around individual shares.
Meeting Type/Venue:	Meetings are held online.
Meeting Frequency/Timing:	Meetings are held every 6 weeks on a weekday between 7 and 8:30pm.

Group description:	A welcoming group open to all types of investors. Typical meeting content is to have a deep dive presentation on a topic selected by the participants and a session on buy/ sell/ key lessons learnt last month.
Meeting Type/Venue:	In person at a friendly pub close to Piccadilly Circus
Meeting Frequency/Timing:	Monthly during the evening on the first Wednesday of the month.

Group description:	All levels of experience welcome. A typical meeting agenda includes: – Macro Environment – Trades: Members review existing positions and identify securities with promising TA entry patterns or setups and with suitable risk/reward. Any security, long, short, futures, options may be considered. The convener takes actual positions in trades and maintains his own detailed ledger, accurately measuring performance of individual securities and cumulative activity. Members are notified by e-mail prior to the entries or exits that are decided upon. Following each meeting an updated copy of the ledger is circulated together with the next meeting agenda. Members may wish to maintain similar ledgers of their own but there is no obligation to do so. – Technical Analysis: Techniques and systems used in trades. Members can request discussion of particular aspects of TA.
Meeting Type/Venue:	Online via Zoom
Meeting Frequency/Timing:	The first Tuesday of every month from 7 to 9pm

Group description:	Open to all investors / people with an interest in investing. Typical meeting will involve members talking about recent purchases, successes, failures and possible future purchases. Also with occasional visiting speakers or members making presentations on a topic of interest.
Meeting Type/Venue:	We aim to meet on the last Tuesday of each month in a private room at a pub in Playhatch. Start time 7pm with members encouraged to meet up around 6pm for a bite to eat / drink before hand, if their diaries allow.
Meeting Frequency/Timing:	7pm on the last Tuesday of the month. Meetings likely to last about two hours but with informal ‘overspill’ before / after.

Group description:	Group focused on active investing, primarily in small / medium cap UK equities.
Meeting Type/Venue:	Regular Zoom meetings interspersed with occasional face to face meetings and social activities in the North West.
Meeting Frequency/Timing:	Monthly on Saturdays at 10am.

ShareSoc Recommends Shareholders Support the Existing Board at Victoria

PRESS RELEASE 34 (28/08/2012)

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