Fontana another IPO another set of errors

Fontana operators of a series of Pharmacies in Jamaica has now released the Prospectus for their initial public offer but like Elite Diagnostic last year, there are errors in this document that needs correction and explanation.
This is an unfortunate development for yet another issue, that seems very attractively priced. The directors have all signed off on the document that has gone through the Financial Services Commission, the Jamaica Stock Exchange and the Company Office of Jamaica, so why the errors and important ommission.
The introduction in the prospectus speaks to a price of $1.88 except for reserved shares at $1.69 but later on in the body of the document it speaks to a price of $2 for each share, making it unclear exactly what the price really should be? In the interim results to September, there are two issues, one is an error and the other, information that really needs clarification. The interim cash flow has no profit, nor depreciation and it therefore is not balanced and needs correcting.
The gross profit in the interim results jumped sharply,even as revenues grew just 5.5 percent with inventories are up 19 percent at the end of the quarter over 2017 and 15.5 percent over June this year. Why the big jump in inventories with sales are just rising moderately? Importantly, this raises questions about the accuracy of the inventory levels and the gross profit margin for 2018. Management should explain the sharp changes in this area so that investors can better understand why there is such a sharp jump in the quarterly profit.
This publication finds it difficult to once more raising issues relating to a prospectus. We are concerned that enough care is not going into them. The breach of GWest Corporation relating to the non-disclosure of information relating to an extraordinary meeting that was said to approve the issue of preference shares that was never brought to investors’ attention is fresh and has not been properly dealt by the regulators or the company. The regulators seem to have turned a blind eye to it. We need to raise the standards if the capital market integrity is the be enhanced.

Investors not properly protected in Jamaica

C&W should release to shareholders December 2017 results and 5 years forecast that was given to the valuators.

All concerned should be pleased that good sense has prevailed and the Elite IPO has been put off for now the IPO while they correct the errors in the prospectus, in keeping with this publication’s recommendation.
The matter brings to the fore once again, the inadequacy of capital market monitoring leaving investors’ with a false sense of security that they are being lead to believe.
What are some of the facts? The rules for takeover on paper is meant to protect minority shareholders, in fact they hardly do. Minority shareholders in many cases are not in a strong position to assess if they should or should not surrender their shares in a takeover bid. Worse the directors’ recommendations are fraught with problems. Most directors are not serious stock market investors and are not equipped to make a proper assessment of the company’s value, in order to make a proper recommendation to shareholders.
A good example of this, is the takeover attempts for all the shares of Berger Paints last year which was accompanied by directors’ report recommending acceptance of the offer and contained false information which was used to try and convince shareholders that they should surrender their shares. No one in authority seems to have called for proof of the information included in the circular to support their view or asked for correction of the error. Nor were the company required to provide shareholders with up to date financial information, which is not now a requirement but ought to be.

Berger Paints

Cable & Wireless directors are recommending the sale of the shares to the majority owner but have not provided shareholders with results to December, last year or forecast earnings. There is no rationale for this critical information to be provided to valuators but not to the persons who count – shareholders. So Why have the shareholders not be given such information?
The C&W offer is being made at a time when the company’s fortunes have improved considerably and could end with a profit or small loss in 2017. From IC Insider.com assessment, the company is in a very good position to report a good level of profit in 2018 with interest cost set to fall by around $1 billion per year and revenues set to rise. Investor should get more information as to the 2017 results and forecast for two or so years to enable them to make an informed decision.
The market place has dealers who blatantly breach agreements with clients but no regulator in the sector does anything about. So while the Minister of Finance is proud of the success of the Junior Market, he is unaware of the tsunami that lies just below in the system that he is minster over and one day could explode.

JSE board needs a huge shake up

Ian McNaughton, Chairman of the Jamaica Stock Exchange.

The Jamaica Stock Exchange needs to heal itself and fast, since no one else seems able to do so yet. There are some startling truths about Jamaica but not many persons want to talk about them.
One such truth, stock exchange board is not running the exchange in the interest of the wider investing public. The other is that the Financial Securities Commission is almost a waste of taxpayers’ money whether by government subvention or fees paid directly or indirectly by investors. If that were not the case how can the country explain that Berger Paints’ directors could make false statements about the acceptance and value of Berger Paints shares in response to Ansa Coatings offer to buy out minority shareholder and no one in authority called them to book and got them to support their claims with evidence.
In July this year, Express Catering shares were not being traded as demand exceeded supply by a wide margin and pushing the equilibrium price well ahead of prices that the circuit breaker rule at the JSE permitted. The stock did not trade for a number of days after listing, left to the rules as was being practiced, the stock would have taken much longer to trade than it finally did after management intervened. The same thing is now happening to FosRich shares that have not traded after two days of listing, with demand exceeding supply well above the permitted price of the JSE. When Wisynco and VM Investments list, one can expect the same situation to occur, unless the rule is modified.
Having hand the problem several months ago it seems implausible that the JSE has not moved speedily to correct what is clearly a problem when IPOs start trading. Why has the stock Exchange board not moved to correct what is clearly a problem for new listings. Why has the FSC not intervened to ensure it get sorted out, before new listings come to market?
The fact that we are seeing a repeat of this problem is a clear indication that there needs to be changes at the board level of the JSE.
Lest face some facts, time is money. The FosRich issue closed on December 4, as such, investors who would like to sell have to wait for nearly a month to be able to get their money out based on the Jamaica Stock Exchange price restriction. In the cases of Wisynco and VM Investments the situation will be vastly worse with both having protracted period to announce the allocation of shares much yet listing.
The Junior Market of the exchange has demonstrated the power of share ownership, to radically transform the economy and the wider society. Alas enough effort is not being given to it, the mechanical application of the circuit breaker rule is one such factor that is negatively affecting the market.
Finally, the Berger Paints takeover offer is once more pointing to the fact that a rule meant to protect minorities is not doing so at all, if it did how can one explain the fact that just over 6 million shares were surrendered as a result of the Ansa’s bid with the shares trading up to $18 since compared to an offer on $10.88. Clearly the big investors did not sell so it must be much smaller investors who are not adequately informed.

All Berger directors must go

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Trading in shares of Berger Paints were suspended from October 5 to 13 as the takeover offer to buy out minority shareholders entered the final stage. Trading resumed on Tuesday this week, without one word being said as to the outcome of the take up.
Considering the very strong recommendations made by directors for shareholders to take up the offer, it would be logical if the investing public was informed about the results. Trading is taking place with investors being in the dark.
This is no way to run a capital market. The Stock Exchange has information but has so far done nothing to get investors promptly informed as to the status of the company remaining listed. The Financial Securities Commission that is there to protect investors seems completely dead. With directors putting out highly questionable information in support of their ill-advised recommendation to sell, these regulators left investors completely exposed to improper information.
IC Insider.com gathers that around 6 million units were surrendered by investors. What is known by this publication, is that the larger minority shareholders with more than 31 percent of the shares, were never influenced by the recommendation to accept the offer and did not sell. That left smaller investors who unfortunately have given up their chance to reap a huge pay day in 2018 when the price is likely to be in the $40-50 range. Very sad indeed.
The stock exchange needs to get information out to the public and fast. And while the Jamaica Stock Exchange should do so, the Trinidad and Tobago Exchange needs to do the same as the Ansa Coatings parent, is listed on that exchange and should be informing their shareholders of the outcome of the offer as well.
Apart from what would be expected of Ansa to advice of the added acquisition. Under the Jamaica Stock Exchange rules, each listed company is required to report connected party transactions. The directors’ recommendation stated that all directors who owned shares directly and their connected parties, as well as two senior managers intended to accept the offer, accounting for over 500,000 units. These are connected parties and Berger is required to inform the Stock Exchange of these transactions along with the major shareholder buying, as a part of insider trading information.
With such poor judgement, minority shareholders need to demand that all directors resign from the board with immediate effect as no confidence can be placed in them to protect the interest of minority. One hopes it does not get down to that and that all will resign forthwith without having to be pushed.

Do you really know your adviser?

Berger Paints is worth more than $20 per share.

The directors of Berger Paints should have their resignation letters ready for signing after in early October, as their continuing service will be in conflict with the recommendation they gave minority shareholders who seem set to rebuff it.
Investors need to be adequately informed as there are wolves out there to help snatch valuables from them. Salada Foods is a very profitable entity after the broker to a takeover offer and audit firm recommended shareholders to sell their shares for an undervalued amount back in the 1980s. According to the auditor, the plant was obsolete and coffee powder was no longer accepted by consumers. The broker suggested that minority shareholders will have to eat their shares for their stupidity in not accepting the offer. Three decades on and the company remains profitable and debt free and those shareholders who held their shares have done extremely well by doing so. I wrote at the time of the offer that it was unfair. I gathered that the chairman Mr. Charles Ransom at the time, on a flight back to Jamaica, dammed John Jackson for killing the offer, when he saw the story that was highly critical of the offer. That was a few days before the vote that rejected the offer.
In 2010 the first Junior Market listing IPO was condemned outright by a featured article in the Friday Business Observer, followed by a series of comments by doomsayers. The arguments against the offer were so uninformed that I wrote an article defending it fully.
One of the critics wrote, “I looked over their prospectus the very day it was released and came to the very same conclusion that this price is pie in the sky!! I have a degree in Finance and I invest in companies on the JSE, including Mayberry and I think this is a sad day in IPO valuation. They had the opportunity to set the standard for the Jr. JSE and they are muggin it up. The conclusion I draw from their pricing is that they take the Jamaican investor for idiots, like so many companies in Jamaica. And they are playing on peoples’ greed. I would love to invest in this company and if it hits the market I will wait for the price to realign to it’s proper valuation before buying.”
And yet another investors comments, “Mr. Jackson everyone has a right to his or her opinion, you Sir should have done your homework. I am not a stock broker, but I was interested in the offer and did my research, after reading the Prospectus I decided not to take up the offer.”
“Look at likely future earnings, the future of Access Financial looks BAD. WHAT IS THEIR BUSINESS??? SUB-PRIME LOANS. In the USA a company such as this would be called a predatory Lender. The business model looked okay 3 to 4 years ago, but now it just looks dismal. Most of the clients the forward looking statement alludes to are people who live paycheck to paycheck. With all the talk of layoffs and cutback in the Jamaican economy, how does the principal of Access expect their business to grow?”
“One point made in the prospectus is that Government does not regulate this particular company, and therefore they can keep their interest rate on their products higher. Look at the percentage of bad loans recorded for 2008, and then compare that to the 9.09% projected non-performing loans in the prospectus. Come now Mr. Jackson, does this sound right to you?”
In response to my article saying the market is huge the reader had this to say,“How is the market huge when this company’s business model caters to small and micro business sector? Take an informal survey on how many micro business have pulled down their shutter since the year started. If I did not have access to information I might have called you for guidance as a stockbroker, what a disappointment that would have been.”
My current response, they made a big mistake in reading the prospectus first, as they would have done far better had they done the right thing. One investors who was advised to buy, did just that and enjoyed wonderful returns.
Earlier this year, a brokerage house was recommending Cargo Handlers as a buy in the $20 range when the PE ratio was in the 50 region. Another last year recommended investors sell Barita Investments, saying the stock was not worth much more than just over $2. Where are these two stocks at presently? One is much lower than the recommendation and one much higher? And for naysayers in Access Financial who cause a number of persons to stay out of Access, they may have learnt from the experience, hopefully as the stock now trades at the equivalent of $460 per share and never fell below the issued price once. In addition investors have reaped a large amount in dividends and the growth goes on. The Berger Paints recommendation to sell is just another of those poor valuations done by persons who don’t really know how to value listed companies. The market will speak in a few weeks on this.

Minority deserves better

SOS directors released June’s quarterly results even though the JSE rules require the first report to be relased for the September quarter.

The investing public seems not to be treated with the respect it deserves. It appears that many companies thing of investors last, not recognizing that they are shareholders just like the majority owners.
The last persons seen are the first to be remembered and is equivalent to out of sight out of mind. That seems to be the case with shareholders in the Caribbean. Newly listed Stationery & Office Supplies release of the June quarterly report although not required by the Jamaica Stock Exchange is an example of good corporate governance and is to be applauded.
In Trinidad for example, there is little liquidity in that market and the directors refuse to do anything about it. In Jamaica many companies tend to stick with the minimum regulations of the stock exchange, even when the recent examples in Jamaica say how important it is to ensure that there is adequate liquidity in the market.
The current regulation for listings in Jamaica, is for new listed companies to file their first quarterly report in the quarter ending after listing. The rule is inadequate to protect investors. Information is critical for the capital market to function properly, as such investors should not have to wait more than two quarters to get a quarterly report. In 2016, there was the very poor decision by Wentworth Graham the then head of the regulatory arm of the Jamaica Stock Exchange to permit 1834 Investments to wrongly withhold the December quarterly report from the public. This was based on improper interpretation of the rules relating to the release of financial information.

Main Event release their first report in June after their January IPO.

Earlier this year Main Event issued their IPO and included interim results to September 2016, with the year end of October. The IPO was in January but it was not until June that shareholders had information on the out turn of the operations for 2016 as well as for the first quarter this year. As it turned out, profit of $60 million at the 11 month period melted down to $56.5 million for the full year. The audited report was only signed on the June 5, more than 7 months after the year end while the first quarter results were never released but the second quarter to April was released within the deadline of June 15.
The management of Stationery & Office Supplies may have had a lot to shout about with pretax profit jumping 146 percent to $20.3 million for the June quarter this year and hence the release of the results to Jamaica Stock Exchange in less than a month of listing on the Junior Market.
Under the stock exchange rules it need not have put out the six months report having been listed in August. Some persons may see it as self interest in the release, but there is no evidence of that. The release provides the investing public with pertinent information in a timely manner, on which they can make their investment decisions. The hope is that the Jamaica Stock Exchange rules will be strengthened quickly to ensure that pertinent information is release on a timely basis to the public.

Is the end of king sugar nigh?

What is happening to the local sugar industry is a disaster, one made worse by the Chinese taking over the country’s two largest factories.

To read that the already ridiculously low forecast of just 100,000 tons of sugar is being lowered to 91,000, says eloquently, that the industry is in a major crisis and in urgent need of major surgery.
Frome Sugar Factory the report states, closed the crop with only 20,451 tons of sugar from 247,000 of canes, that is a yield of 12 tonnes of cane to a ton of sugar which can be considered poor. In the late 1970s and very early 1980s, Frome produced over 70,000 tonnes of sugar and Monymusk around 50,000 tonnes.
What is really happening in the industry? Long Pond in Trelawny, use to produce around 15,000 tonnes per crop and Dunkenfield just under that. Canes that went to Bernard Lodge that use to produce over 40,000 tonnes of sugar was going to Monymusk. What the data is indicating is that the three smaller factories are producing close to their historical norm, so what exactly is happening why the two big factories are dying.
Pricing maybe a problem but it appears that weak management with lack of experience is the major reason. The reality is that even if Frome continued production to the end of the crop, they cannot be profitable at roughly a third of capacity. Whatever, the factors, the government needs to pay urgent attention to the two large factories. In reality there are just not enough canes in the fields to make for a viable factory operation at either Frome or Monymusk and there are no signs that this critical aspect of the industry is being addressed in the areas close to these factories.

Where are the Main Event figures?

Three directors of Main Event, including the mentor who is responsible to ensure compliance with the JSE rules.

Main Event went to the market in January this year in its Initial Public offering. The prospectus reported figures up to September 2016, one months ahead of the year end.
The stock was listed in February but investors have not yet seen the  April quarterly report which is due by the 15th of June, not to speak of those for January quarter this year and the audited accounts for 2016, that is far too long between reports.
Players in the capital market ought to know that markets thrive on credible and timely information. In the absence of new financial data that in a normal market should be released at least for the January quarter, investors have been trading in the dark, not knowing what is happening financially.  That is not good enough.

There are not quarterly no audit accounts and no disclosure as to when these will be made available, with the March quarter results passed due from May 15.
One take the view that the Stock Exchange requires report post listing, that would require the April quarterly report only, those rules are old fashioned. the fact is that the company got the go ahead for the IPO before the end of the first quarter of 2017. All new listings should be required to file all financials, that cover the period since the last one included in the prospectus so that investors are adequately informed.
A check with the Jamaica Stock Exchange have so far not disclosed that the first report is for the April quarter which is due by mid-June. Regardless of what the JSE rules require good corporate governance suggest that the company should have released both the audited report as well as the January quarterly, nevertheless it is time the Stock Exchange change the rules in the interest of investors.

Pulse split should be 4 not 2

I sometimes wonder who advises company management. The decisions they often make, while seeming to be well intentioned, raise critical questions about what they expect the out turn to be.
Pulse Investments is a case in point. The directors propose to consider the splitting of the issued shares of the company into two units for each one currently issued.
Last year, in a hurriedly called extra ordinary general meeting, the company approved an increase in its authorised share capital and sanctioned the board proceed with a rights issue of share. This was after a resolution was belated inserted on the agenda of at the 2016 Annual General Meeting to approve a rights issue which was forced by shareholders into a postponement.
The company currently has 271,789,674 issued shares, the split would put the total up to 543,579,348 units. The company’s stock last traded on the Jamaica Stock Exchange at $8.05 and carries a PE of 6 compared to 13 for the main market.
From all indications, with the company’s PE ratio well below the general market, the company must be awaiting a greater uptick in stock price before going back to shareholders for more funds, a two for one split is not likely to do the work to get the price more in line with the market.
The problem is that Pulse is not a very liquid stock with just 271 million units issued. From my estimation the board should be considering a split in the order of 4 to 1 that would raise the issued shares to over 1 billion shares. Such a split would most likely excite the market and help move the stock upwards in price. The proposed 2 to 1 is not going to do it. With the Board Meeting is set to be held on Monday, May 22, it is not late for the directors to change their minds.

Thanks NCB but go further

This publication applauds Jamaica’s NCB Financial Group, in following the practice of some of the listed companies in Trinidad & Tobago in publishing dates for the release of regular but important information during the course of a year.
After all, the more information investors have, the more transparent and better the market in which they operate will be. The recent disclosure that Jamaica’s NCB Group made, to publish the dates in 2017, of the announcement of dividends, is a positive move for the Jamaican market, one hopes that other listed companies will follow the NCB’s lead.
While historically, the dates of dividend announcements, have usually been the same dates on which their interim results are released, investors should not have to be wondering when those dates should be, accordingly, we wish they would have gone further and also state the dates of the release of their quarterly reports for all to see.
The announcement is an enhancement of good corporate governance and good investor relations. We would however, suggest that the group restates for clarity, its dividend payment policy as well in furtherance of good governance.