Hibu Shareholders Group
Press ReleaseHibu Shareholders Group Force EGM23rd October 2013 - for immediate releaseHibu Shareholders Group is delighted to announce that through its combined efforts it has forced Hibu PLC to call an EGM to address concerns about the company brought to light by a substantial group of shareholders.A spokesman for the company commented,“We are very encouraged that through the efforts of our shareholders group we have set a precedent in becoming the first ever shareholders action group to force an EGM of a FTSE listed PLC without the support of institutions.However, we feel that the arrogance of the board of hibu plc. defies comprehension. In their response to our EGM, they comment that the resolutions proposed by shareholders “would only serve to damage the Group’s prospects further to the detriment of each member of the Group as well as the wider stakeholders in the Group.”We would like to make it quite clear that nothing we are requesting would damage the group and for the purpose of clarity and understanding would ask Hibu PLC to answer these questions”How does the explanation of Chairman Wigley as to what happened to his purchase of 2,610,000 shares in hibu plc damage anybody but Chairman Wigley and the professionals engaged by the directors to produce documentation produced by hibu plc?How does an explanation by Chairman Wigley of his participation in any discussions with lenders to the Group as a director damage anybody but himself?How does an explanation of default by the group in its obligations to its lenders damage anybody but those who made the decision?How does an explanation of discussions with creditors to the Group (now that terms are agreed with them) damage anybody?How does inspection of company documentation in relation to security provided by the Group damage anybody?Can an explanation of the reasons for changes to executive remuneration and incentives be damaging in any way to the Group?Can information as to the remuneration paid to executive directors (which should be made public in annual report) be damaging in any way to the group?Can an explanation as to whether the directors consider shareholders to be stakeholders in the Group be damaging to the Group?Can an explanation of the engagement between the directors and shareholders be damaging to the Group?Can information as to the United States operations of the Group, litigation involving members of the Group or employees be damaging to the Group?Can information as to when the directors became aware of the litigation involving an executive director be damaging to the Group?Can information as to advisors of the group who might have previously advised Polaroid holding company be damaging to the Group?Can information as to the write downs of assets of the Group be damaging to the Group?Can information as to exceptional costs incurred of £254m be damaging to the Group?Can information as to payment of retention bonuses be damaging to the Group?Can information as to how the directors have safeguarded existing shareholders interests since 30.07.2012; collectively and individually be damaging to the Group?Can the appointment of 10 individuals who are interested in the activities of the Group as directors be damaging to the Group?Can the disclosure of the minutes of proceedings of the directors to shareholders be damaging to the Group?Can the suggestion that the present non executive directors of the Group give serious consideration to tendering their resignations be damaging to the Group?The answer in most, if not all, of the cases above, which is the main business shareholders want to have considered, is NO. However it could be extremely embarrassing for the present executive and non executive directors of the Group and show how they have consistently failed to act in the best interests of shareholders in the Group.It should be remembered that Rt.Hon. Dr V Cable MP considers shareholders to be stakeholders and shareholders themselves consider themselves to be stakeholders.The only damage that the proposed business will result in is the exposure of the failure of those who have permitted a Group, which is said to employ 12000 people in UK, USA, Europe and South America, to fall into the hands of vulture funds to the significant loss of shareholders large and small in Britain, Europe and USA including pension funds such as City of London and Middlesbrough.Shareholders believe that they should have been consulted and properly informed in the period of financial difficulties of the Group and not just presented with what may be believed to be a fait accompli.Those responsible for the collapse ought to be properly identified and if the business proposed by the shareholders serves to identify that failure has been rewarded then they hope that those with the wider interests of the economy of the nation in mind will take notice and cease the cosy relationships between them and those concerned.UPON THE MEETINGThe EGM to be convened by hibu plc at the behest of private individuals, most of whom hold their shares in hibu plc through nominees, represents a milestone in the development of the exercise of control over public quoted companies by shareholders.This is a topic which words have been said, upon many occasions, by a succession of politicians but disregarded by most of the institutions which make up the majority of share registers of the quoted companies.For the first time ordinary shareholders are going to get the opportunity to have a company consider business which they want to have considered rather than the business which the directors want to have formally sanctioned.The efforts of Hibu Shareholders Grouping Ltd in coordinating the actions of individual shareholders and the many nominee companies concerned ought to be recognised for this has not been an exercise carried out in the cosy rooms of the City of London but one performed from the homes of many ordinary people who are united in one thing - a feeling of wrongdoing against them.Despite the obstacles placed in their way HSG has been successful in its first step towards securing information as to the manner in which their members’ interests have not been served by those who should have had them in mind.
ABOUT HIBU SHAREHOLDERS GROUPING LTD: a formation of shareholders in hibu plc mainly private investors who have requested that a general meeting of hibu plc be called by the directors to address shareholders concerns. For further information see:
www.hibu-shareholders-group.com e-mail: email@example.com or call 07424 716299.
From today's RNS - "Accordingly, hibu plc itself will be placed into administration whilst the business of the Group will continue under the new holding company. Shareholder consent will not be required for the restructuring to be implemented. As explained in the Chairman's letter to shareholders dated 25 July 2013, this meant the directors of hibu plc had no basis on which to argue that shareholders should receive any payment as part of the restructuring, notwithstanding that the directors had argued strongly that lenders should agree to a payment to shareholders up to that point."Interesting! Perhaps Mr Pocock needs a quick reminder of his statement on 25 July 2012 - "As previously announced, the Company is reviewing its capital structure. The Group intends to consult with its key stakeholders, including lenders AND SHAREHOLDERS, over the coming months in order to put in place an appropriate Group capital structure within the current financial year. A number of options are being considered and, while no decision has been made yet, CERTAIN OPTIONS MAY RESULT IN A DILUTION of existing shareholders' interests."There never was any consultation with shareholders about the proposed re-structuring was there, Mr Pocock? And yet we are now told that the Directors were (allegedly) arguing STRONGLY that lenders SHOULD AGREE TO A PAYMENT TO SHAREHOLDERS. If they STRONGLY believed in it then, why do they not STRONGLY believe it now, even to the extent where shareholders no longer qualify as being referred to as stakeholders anymore in hibu RNS's?My understanding was that if a DIRECTOR (appointed to act in shareholders' best interests), believed STRONGLY that something was wrong, they should have resigned quickly and as a matter of principle. Yet none of the Board ever did so... and now they have the gall to tell us they are unanimous in saying also in today's RNS - "The Group continues to make steady progress on the implementation of the proposed financial restructuring (which is in the best interests of the Group and its key stakeholders)." So, Messrs. Pocock & co, how STRONGLY did you really argue on behalf of shareholders, and how is it that the POSSIBILITY of a Dilution of shareholders' interests has turned into the CERTAINTY that shareholders will receive no value for their shares in the space of exactly one year? Hmmm... does the answer PERHAPS involve the company having massively written down the value of GOODWILL (by £2.839 billion) and INTANGIBLE ASSETS in March 2012 and March 2013, and defaulted on its debt repayments from February 2013.... thereby ensuring that the Lenders held the upper hand?
Extracted from shareholder
" In the latest RNS, Wigley congratulates Pocock for his efforts in ‘transforming’ Yell from the company it was into the Hibu of today.(LOL). Strange, isn’t it, how most Directors presiding over such a cataclysmic decline in their company’s fortunes would have resigned long ago, yet it seems that this crowd are so blinkered that they regard their efforts as a triumph and don’t even mention the impact on the shareholders whose interests they were supposed to be protecting . Not much ‘goodwill’ there, it appears!So, with this in mind, I thought I would look for which component of the company’s balance sheet had “transformed” most dramatically since J. Michael Pocock first embarked on his 4-year strategy to transform Yell/ hibu when taking office on 1 January 2011 The answer, not perhaps surprisingly, was… Goodwill.The following is I think quite a revealing history lesson in how the Goodwill figures for the Yell group have transformed in recent years.30/9/2009: Goodwill = £3,121 million (From H1 2009 report issued on 10 Nov 2009)
31/3/2010: Goodwill = £3,218 million (Taken from Financial report for FY 2009 issued on 18 May 2010)
30/9/2010: Goodwill = £3,150 million (From H1 2010 results issued on 9 Nov 2010)
31/3/2011: Goodwill = £3,124 million (From preliminary results for FY 2010 issued on 17 May 2011)
30/9/2011: Goodwill = £3,168 million (From H1 2011 results issued on 8 Nov 2011) *** Note that the Goodwill figures therefore remained remarkably constant for a period of 2.5 years ***31/3/2012: Goodwill = £1,910 million (From FY results for 2011 issued on 22 May 2012) *** The first dramatic fall in Goodwill, while Pocock was CEO, was accounted for by an impairment charge of £1,209 million ***30/9/2012: Goodwill = £1,905 million (From H1 2012 results issued on 13 Nov 2012)31/3/2013: Goodwill = £350 million (FY 2012 results statement issued on 25 July 2013). *** The second dramatic fall in Goodwill under Pocock’s tenure is accounted for by an impairment charge of £1,630 million ***.So, in conclusion, there was NO CHANGE in GOODWILL for 2.5 YEARS(including the first 15 months of Pocock’s tenure), and then we were hit with £1,209 million of IMPAIRMENT CHARGES in the FY 2011 report and £1,630 million in FY 2012 giving a total of £2.839 BILLION. And so, now to the main point of this post….In the Annual report for Yell/hibu covering the period from 1 April 2011 to 31 March 2012, we find the following paragraph which seeks to explain impairment charges and their application to Goodwill:“During the year ended 31 March 2012, impairment losses of £607.6m, £221.4m, £256.9m, £78.6m and £44.7m were recorded on goodwill in relation to the Group's operations in the US, UK, Spain, Chile and Peru, respectively. There was no goodwill write down in 2011. In accordance with IAS 36, future financial results expected for all group operations were reduced to reflect the worsening economic outlook in all of the Group's markets, the latest revenue trends for the legacy directory products and the fact that the expected revenue effect of the new strategy is not yet confirmed. At 31 March 2012 the fair values of the operations in the US, UK, Spain, Chile, and Peru equalled their carrying values and consequently, any adverse change in a key assumption with all other assumptions held unchanged would cause recognition of further impairment losses. The goodwill in Argentina has not been written down, because the estimated recoverable amount of operations in that country was in excess of the carrying value.” To me, this reads as though they were really trying to justify the Goodwill impairment total of £1,209 million being so high by the fact that none had been applied in 2011. But coming 3 years after an impairment charge of £1,272 million had been applied to the Goodwill figure on 31 March 2009, it simultaneously demonstrated a catastrophic failure on the part of the Board of Directors to continue to inform the market accurately as to what was the true position with the company.We have been led to believe that the situation Hibu now faces is the result of a gradual, progressive decline in the company’s trading fortunes in recent years, rather than any one-off occurrence, with the one exception having been the purchase of the Spanish directories business. But, rather than therefore witnessing a gradual decline in the Goodwill valuation and so also the Total Assets, it seems that Yell/hibu totally avoided the issue for 2.5 years - both in the period 12 months prior to the announcement of Pocock’s appointment and in the 18 months after he became CEO. The failure to do so was inexcusable since, as evidenced by the impairment charge that had been applied to Goodwill on 31 March 2009, the requirement to make such adjustments had been around for quite a number of years and even deployed by Yell in the past as a means of more fairly reflecting the value of this asset.All of this leads us to 2 possible conclusions. Either:
The Board of Yell/hibu were sitting on critical information for at least 2.5 years which would have radically altered the investment case, but failed to acknowledge the rapidly depreciating value of Goodwill until the 2011 results were published on 22 May 2012. And even then, they massively under-estimated the severity of the decline, leaving shareholders locked in to a share whose price had seemingly inexplicably collapsed, and blissfully unaware of the level of risk that still applied to their investment!
The decision by the Hibu Board to ‘write down the level of Goodwill by a total of £2.839 billion in such a short space of time, was not valid – since it obviously cannot be explained simply by the idea of a gradual deterioration in the trading position of the company.
Personally, I cannot see that there are any other options. The Directors of Yell/ hibu are surely either guilty of serious and deliberate misrepresentation of the company’s asset values or of gross incompetence through failing to ensure that the market received timely updates when the asset position changed – take your pick!
“Why should good companies be destroyed by short-term investors looking for a speculative killing, while their accomplices in the City make fat fees?”“Why do directors sometimes forget their wider duties when a cheque is waved in front of them?”“We need successful business. But let me be quite clear. The Government’s agenda is not one of laissez-faire.”“I am shining a harsh light into the murky world of corporate behaviour.”Devastated shareholders in the embattled Yellow pages publisher, Hibu (formerly Yell plc), which recently announced that, following a ‘re-structuring’ of the business, their shares would become worthless, were encouraged to learn that Business Secretary Vince Cable was on record as having made these courageous statements at the 2011 Liberal Democrat conference.However, although the ideal opportunity has arisen for the Cabinet Minister to prove that he can back up his fine words with positive action, Dr Cable has so far failed even to respond to many hundreds of shareholders’ legitimate concerns. A spokesperson for the hibu Shareholders Group, who have been lobbying the Business Secretary to look into the demise of hibu in which many employees and private shareholders have invested a large proportion of their life-savings, lamented “Despite the positive sound-bites, sadly it seems that, to get Cable on Board, you really need to Yell!”
If you look back at the 31 August 2012 RNS, the company strongly implied that their negotiations with the lenders were going well - "On 17 August 2012, hibu plc ("the Group") announced that it had approached its lenders under its facilities agreement dated 30 November 2009 with a request to waive any possible event of default that may arise from certain repeating representations concerning the possibility of a future breach of the leverage covenant. The Group is pleased to announce that this waiver has now been obtained.” My question is how could conceivably be read by shareholders as anything other than positive? Remember too that, at the time, this led to a 20% spike in the share price to 1.2p, suggesting that 'the market' had been convinced that this was good news for shareholders... only for Ben Marlow's newspaper article on 2 September 2012 to immediately put paid to any optimism!In that article, Marlow stated "More than 400 banks and bond investors have started work on a contentious financial restructuring that will see a large chunk of the debts wiped out and the lenders take over.
Leading creditors — including Royal Bank of Scotland, Goldman Sachs and Deutsche Bank — are understood to be in talks to appoint Houlihan Lokey, the specialist American restructuring firm, to prepare a blueprint for a debt-for-equity swap. Shareholders are likely to be wiped out."And now, it seems we are being told that Hibu had NO CHOICE but to default on their repayments and that all the lenders are insisting on taking control of the company away from the shareholders, confirming Ben Marlow's comments as accurate. Something does not add up as the picture could not have changed so radically in the space of only a couple of days.You therefore have to wonder whether that RNS completely mis-led the market, and if Ben Marlow's 'sources' had fed him with the true details which painted a completely different picture from that which Hibu was telling its shareholders. Note too that the re-structurng firm Houlihan Lokey were referred to in the article, and they were the same company that carried out the Polaroid restructuring, Pocock having been CEO at Polaroid when it went through a similar 'transition'. How convenient!Furthermore, I've been thinking about Bob Wigley's actions which were RNS'd on 15 November 2011, and wondering whether they placed him in a position which made him unable to perform his duties independently in the re-structuring negotiations as at that point he became BOTH a shareholder and a creditor.The full history was as follows -Bob Wigley was appointed Non-Executive Chairman on 24 July 2009 (announced by RNS on 8 June 2009)His share purchases were:
8 June 2009 – 130,260 at 37.13p (cost = £48,366)
7 December 2009 -260,520 at 42p in placing and open offer (cost = £109,418)
19 May 2010 – 146,627 at 34.1p (cost = £50,000)
15 November 2011 – 2,610,000 at 3.85p (cost = £100,485)
*** So, at 15 November 2011, Bob Wigley had acquired 3,147,147 shares in Yell at a total cost of about £312k (average of about 10p each). The RNS shows that his holding represented 0.13% (or about 1/800th) of the company’s issued share capital.***But the 15 November 2011 RNS shows that he also purchased $1 million of debt for £200,000.At the time it looked as though Wigley was supporting Yell/Hibu, as borne out by his comments "When I became Yell's Chairman, I was convinced that, with the right leadership, Yell's business had huge potential and that it could manage its debt structure. Having now recruited a world class management team and finalised exciting plans to realise that potential, I am convinced about the strength of the company. I am now backing my conviction by making a further substantial investment in the company."But was he actually hedging his bets? On the one hand he was signalling to the market that the hibu chairman was ready to put his hand in his pocket and buy shares worth £100K. But, as it later transpired, his purchase of $1 million of debt meant that, in the event that the old Hibu failed, he would still hold a sizeable chunk of the New Hibu that would replace it, if the proposals announced in July 2013 were to go through.Assuming that his 3.1 million shares (which cost him £312k) have no value, but a new Hibu emerges from the ashes owned by the creditors, I wonder if anyone (Iaws?) would be able to estimate whether Wigley's purchase of $1 million of debt for £200k could be expected to significantly mitigate those losses.IMHO, Wigley’s comment in the Daily Telegraph on 27 July 2013 - “I’ve lost hundreds of thousands of pounds” is only true in relation to the shares that he held. His declared intention to “safeguard existing shareholders’ interests to the fullest extent possible” (RNS of 30 July 2012) must surely have been compromised by his purchase of debt and the need to decide whether the old hibu or the new version, totally re-structured and re-financed, offered him the best return on his investment.I wonder if it would be worth asking the question - "Did Bob Wigley himself vote in favour of the Lenders' proposals to wipe shareholders out.... or did he use his vote against the proposals in order to try to safeguard shareholder interests as he had promised? again taken from A Shareholder
My feeling is that many companies go through difficult times and some former household names have of course had no choice but to go into administration. It is always very unfortunate for all involved but far too much about the Yell/ hibu debacle does not fit properly into that scenario. In particular...a. The extraordinary confidence exuded by the Director's about the future of the 'new' Hibu' - a company which has struggled to stay afloat due to adverse trading conditions does not suddenly become highly profitable overnight just by reducing its level of debt and starting again! It either has a viable business model or it doesn't.b. Ill-considered remarks made by Board members about alleged 'transformation' - Pocock has a history of 're-structuring' companies and then selling them or their assets off. In the old days this was, I think, called asset-stripping. But now it gets described in much more friendly terms like 'transforming' them, with scant regard for the impact on those who get left behind. The fact that Pocock swiftly brought in Gregerson and Payne to assist him (people who he has worked closely with on several different previous company 're-structurings' such as Polaroid... when all three prospered greatly from that sorry episode) should perhaps have sent out a numer of clear warning signals. But, unfortunately, most of us did not realise quickly enough what was really likely to happen to Yell.c. Pointless re-branding - perhaps the most valuable feature of Yell was its link to the much-loved Yellow Pages brand. Yet Pocock chose to ditch the name in favour of the ludicrously titled Hibu. And then he tells us that the 'intangibles' have plummeted in value so the company can no longer stay afloat in its current form. Modernise yes, but dispose of much that was good and hugely cash-generative, no! d. Lack of consultation with investors - Despite a promise on 25 July 2012 to communicate with investors, every single RNS thereafter referred only to discussions with LENDERS. The fact too that Investec sold out very quickly subsequently, and at a substantial loss having previously had a sizeable stake in the company, suggests that they KNEW before the rest of the market was told what the likely outcome of the negotiations with Lenders would be. Meanwhile, private investors were left to pick up the pieces.e. Non-existent AGMs and EGMs - The shabby attitude of Hibu in seemingly trying to avoid having to face the music now, and previously failing to call meetings when circumstances dictated that they needed to, suggests a complete lack of interest in the plight of shareholders.f. And the latest eye-opener which I posted about - the sudden dramatic write-down in Goodwill which left the company at the mercy of its creditors, coupled with the inexplicable failure to meet debt repayments when they fell due. Gross negligence, incompetence or deliberate mis-information - to my mind, the Hibu directors have no legs at all to stand on.Yes, the list goes on and on, and NONE of these aspects are what shareholders should expect from the custodians of a company in which many have significant parts of their savings invested.
Barclays have confirmed they have submitted a request to hibu for the EGM