Comments from the I.C14 Aug 2015 16:33
One way for a company to raise eyebrows is to create a new class of shares with different rights to those already issued. When these new shares are only available to senior executives, warning bells ring. Yet this is exactly what Vislink announced on 1 July and it's outraged many shareholders.
Normally a parent company owns its trading subsidiaries directly. Vislink has now created a holding company to sit between the two. The new 'growth' shares are in the holding company and, apart from being a device to create a new class of shares, there appears to be no business reason behind it.
The plan is for these growth shares to convert into ordinary shares in Vislink in June 2018. The conversion rate will cream off 15.38 per cent of Vislink's market capitalisation above £85m at that time. If the market capitalisation is less than that (it's currently about £65m), they will be valueless.
Why did shareholders agree to this? The short answer is that they didn't. Vislink slipped it through just a month after its annual meeting, where it was not on the agenda. This is where Aim stocks differ: had it been listed on the main market, Vislink would have had to seek shareholder approval. Aim stocks, apparently, don't require this.
Curiously, Vislink only left the main market last year. At the time, it was said that its migration to Aim would reduce the regulatory and legal burden (for which read: safeguards) associated with acquisitions. And, although they did not mention it, pay.
The share price needed to hit the £85m hurdle rate currently works out at 70p. A surge in the stock market would do the job for them. So could a spike.
Another odd thing is that although Vislink says that its intention is to link any reward only to the performance of the company's share price, it expresses the hurdle in terms of market capitalisation. Since this is the number of shares in issue times the share price, what's to stop Vislink merely issuing more shares? They've thought of that. The value will be adjusted "to account for any equity placing, share buyback or special dividend that occurs in the period".
It sounds reassuring but what does "equity placing" mean? Vislink's purchase of Pebble Beach Systems last year was partly funded through issuing shares - not an 'equity placement' in the normal meaning of the word. Further bolt-on acquisitions over the next three years could bring further dilution and so will shares created to satisfy outstanding share options. This would make the target share price lower.
Some shareholders point to the strong growth over the last three years in Vislink's business of collecting and transmitting video and data from their source to the point of use. But this has depended on acquisitions, and quality of management matters. Corporate governance is all about ensuring that they guard shareholders' rights and those chiefly responsible are the chairman and the company secretary. Ideally, th