2 June 2016

Activist Investing Comes of Age


VICTORIA GEDDES, ECECUTIVE DIRECTOR

In the past 5 years, post-GFC in particular, the activist investor has become firmly established as a recognised investor category within the funds management universe. Companies are starting to build into their investor relations strategy protocols that quickly elevate early signs of shareholder discontent up to the board. Politely acknowledging, but effectively ignoring, repeated grumbles from particular shareholders about capital management, board composition, strategy or the company’s profitability, in the expectation that they will eventually go away is no longer an acceptable default position (if it ever was).

Activism is not what it was in the 1980s when boards lived in fear of corporate raiders like Ron Brierley, John Spalvins and Robert Holmes á Court appearing on their register.

Private equity has taken over this disruptor function within the capital markets. While their approach is different, their end game is often the same – take public companies private to effect changes to the business and strategy.

Activist behaviour is less about taking a company private to effect change, as it is about shaking things up, putting the board on notice that shareholders are not satisfied and demanding change.  Compared to private equity investors’ 3 to 5 year investment horizon, the activist investors’ timeframe for action is immediate.

Activism on the rise

Number of companies subject to activist demands in 2015551
Increase in global activism over past 5 years288%
Increase in activism in Australia in 201527% (to 57 events)
Markets with the strongest growth in activism in 2015USA, Asia and Australia
Success rate of activism in Asia (including Australia) in 201546% (vs 30% in 2014)

Source: The Activist Investing Annual Review 2016


Emergence of Activist Hedge Funds

High profile activist hedge funds come to mind when many investors think of activism. Like private equity, their strategy is often to engage with the company to drive an agenda.

In the US they will wage proxy battles, roll boards, demand the sale of assets and even launch takeovers. According to JP Morgan, activist hedge funds have grown tenfold since 2003 to manage $US123bn in assets. Research by Houlihan Lokey[1], identified that since 2005, while only 9.5% of unsolicited bids from hedge funds have been successful, 42% of US companies targeted by a hedge fund eventually ended up being acquired by a third party.

Working Behind the Scenes

In Australia, we have tended not to see this type of openly aggressive approach. Activists have instead preferred to engage management behind the scenes.

LIM Advisors, a Hong Kong based hedge fund with a long standing investment in the ASX listed AMP Capital China Growth Fund (AGF), is one such example. For a number of years LIM favoured working behind the scenes and only resorted to open activism after perceiving that AGF was failing to respond to their repeated suggestions of ways in which it might improve its performance. They requisitioned a meeting, raised the issue through the media, analysed the Fund’s unitholder register, engaged directly with unitholders and ran a proxy campaign. The groundswell of support they received made it difficult for AMP to ignore, resulting in a number of initiatives to address unitholders’ concerns.

Institutional investors with an “activist style” are also becoming more prevalent in Australia. Sandon Capital, Wilson Asset Management, Allan Gray and Thorney Group, to name a few, have been operating in this space for many years. They too leverage holdings, sometimes less than 5%, to start the conversation and gather support from other shareholders to indicate the extent of concern held about a particular issue.

Research by Activist Insight[2] contained in their Annual Review 2016 highlighted a trend for companies to be targeted by the ‘occasional’ activist ie one who engages management every so often. The number of activists that fall into this camp leapt from 32% in 2012 to 51% in 2015 (see chart). If you add to that the 14% of ‘concerned shareholders’ who respond to unexpected developments, then two-thirds of activists who made public demands last year were shareholders simply deciding to take a stand on a particular issue.

Regular monitoring by the company of its register, down to the smallest holdings, is an obvious way to stay abreast of emerging activist activity. It needs to be a thorough analysis, overlaid with information of the activist’s past behaviour so that conversations with them can recognise the prospect of their true agenda.

Alex Waislitz’s Thorney Opportunities Fund (TOP) is an activist fund which takes positions in companies ‘and pushes for positive change’, often behind the scenes. Money 3’s former Managing Director should have known there was a problem when TOP first appeared on his register in April 2014 with just over 1%. Fifteen months later he was removed by the board following a strategic review, resulting in a decision (which he strongly opposed) to transition away from its core business. TOP was also instrumental in ensuring the Chairman of Austin Engineering did not stand for re-election in November 2015, following an extended period of underperformance. In the months following the AGM, the entire leadership team was also restructured.

ActivistChart

 

Focus on Boards and Governance

Half of activist activity in 2015 was focused on Board related activism, mainly lobbying for board positions and removing incumbents[3].  Fund manager, Allan Gray is perhaps most well-known for speaking out when companies lose their way. The late Simon Marais, Head of Equities at Allan Gray, was particularly scathing of the board selection process.

In an interview with the AFR[4] in 2013 he said, “There’s no competitive tension for board seats. I think if they have six positions they should nominate 10 or 20 people and then you vote for them. We’ve tried to put a few people on boards and it’s inordinately difficult; even when we are big shareholders the chairman just doesn’t want to do it – and that’s that!”

Major shareholders in ASX-listed Bionomics are currently agitating for the replacement of two directors, including the Chairman, with two shareholder representatives on the board. This follows the current Board’s move in late 2015 to implement a highly dilutive placement to four US institutions, preceding a 40% collapse in the share price.

Activists take the lead in Investor Communications

Activists’ tactics used in the US and Europe are increasingly being deployed here.

One example is the circulation of a detailed forensic analysis of the company’s performance to prosecute their case with institutions, brokers and the media. That is, the activist shareholder is often challenging the company’s own articulation of its strategy or providing an alternative view on the valuation of a stock to that commonly prosecuted by broking analysts.

We saw this tactic used to devastating effect in 2015 with VGI Partner’s analysis of Slater and Gordon’s accounting practices; in February 2016 when Sandon Capital released a detailed presentation on Tatts Group, arguing for a demerger; and in March 2016 with activist, James Dunphy, launching a campaign to spill the Spark Infrastructure board, which included a detailed presentation pack and also, unusually (for Australia), a single issue website.

Notably, institutional investors are willing to let activists take the running to push for change. A report released last year[5]  showed that 76% of surveyed institutions had a favourable view of shareholder activism and that 84% thought that it added value to targeted companies.

Is Australia the next Opportunity for Foreign Activists?

While activism in Australia is still in its infancy, the significant amounts of money building in specialist activist funds globally mean that the activist trend is moving beyond US shores. Australia is now among the most-cited non-US jurisdictions for future shareholder activism.

Australia also stands apart as having one the lowest rates of foreign activism[6] at only 18% compared with 40-65% across the UK, Canada, Asia and Europe, highlighting why it might be viewed as an attractive market for activist capital.

There is no standard profile for an activist target but underperformance for an extended period of time or an unexpected event that has adversely impacted the share price, will make a company particularly vulnerable. It does not help if management are seen to be uninterested in, or unresponsive to, shareholder concerns despite persistent efforts to engage with them. So the signs are often there, but ignored.

There is a general consensus among activists that 2016 will be the year when institutional investors move from being supporters of activism to partnering with them. So companies need to be aware that they can no longer assume that their institutional shareholder base is their ally as this group of investors becomes increasingly comfortable with taking, or supporting, an activist stance.


[1] “Hedge Funds and Unsolicited Bids”: The Activist Annual Review 2016
[2] Activist Insight is a UK based information provider on shareholder activism globally
[3] Activist Investor: Activist Investing Annual Review
[4] The Australian Financial Review 28 August 2013: “Activist Investors who really mean business”
[5] 2015 Shareholder Activist Landscape: An Institutional Investor Perspective, FTI Consulting, January 2015
[6] Activist Investor: Activist Investing Annual Review

Originally published in Listed@ASX magazine

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30 September 2021

Virtual AGMs


GILES RAFFERTY, Corporate Communication and Media Advisor Talking the talk at virtual AGMs As AGM season looms large, the Australian Federal Government has given clarity around what will be required to hold a virtual Annual General Meeting during the latter part of 2021. A key change, compared to the COVID-19 inspired temporary arrangements introduced in 2020, […]

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31 August 2021

Nailing Your Virtual Events


ROWAN CLARKE, Investor Relations With most of Australia being plunged back into lockdown, and the August reporting season about to merge into roadshow season, there is no getting away from the fact that virtual briefings and meetings are still the only way to connect with shareholders and investors. So in this blog we explore the […]

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27 July 2021

Starting the ESG journey


ROWAN CLARKE, Investor Relations At FIRST Advisers, we are increasingly offering advice to companies on how to best position themselves to meet investor demand for ESG accountability. What was once seen as a topic for socially conscious asset managers, is now widely adopted by investors. ESG was a hot topic at the US based National […]

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30 June 2021

The IPO Market in 2021


ROWAN CLARKE, Investor Relations The IPO market in 2020 sprang into life in October, having retreated into hibernation with the advent of COVID. The rush to list turned into a stampede as the year drew to a close with December registering a record listing in one month of 29 companies. This included large and high […]

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31 May 2021

All you need to know about Short Selling


SALONI SURI, Investor Relations Executive. Overview Short selling is a simple concept—an investor borrows a stock, sells the stock, and then buys the stock back to return it to the lender. In the period between selling borrowed stock and buying it back the investor is said to be ‘Short’ of stock, hence the term short […]

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31 May 2021

ESG at the Vanguard of proxy voting


GILES RAFFERTY, Corporate Communication and Media Advisor. The financial markets adage is if Wall Street sneezes other markets catch cold. So it is worth keeping an eye on what’s happening in US financial markets as trends there tend to inform decision making elsewhere. In this context we have been interested to note how Vanguard, one of […]

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30 April 2021

Proxy Advisors in a time of COVID


GILES RAFFERTY, Corporate Communication and Media Advisor The Coronavirus pandemic continues to ravage the world, we canvassed the three main Proxy Advisory firms operating in Australia Ownership Matters, CGI Glass Lewis and ISS to get a sense of what impact corporate and government responses to the pandemic has had on governance and their voting recommendations. Widening […]

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30 April 2021

The Convergence of ESG and Activist forces


VICTORIA GEDDES, Executive Director Activism during COVID A review of the impact of COVID 19 on activism globally in 2020 would suggest that it largely reinforced the trend of slowing activity that has been evident since its peak in 2018. In Australia the number of companies publically subjected to activists’ demands returned to the annual […]

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30 March 2021

How fair is your SPP?


ANNA FUGLESTAD, SHAREHOLDER ENGAGEMENT Over the past year as companies have taken advantage of buoyant equities market and COVID related exemptions to undertake capital raisings, retail shareholders have jumped on the opportunity to increasing their holdings through Share Purchase Plans. FIRST Advisers recently analyzed all Share Purchase Plans that occurred between March 2020 and February […]

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30 March 2021

Who’s really on your register?


IDENTIFYING THE BENEFICIAL OWNERS OF SHARES   ROWAN CLARKE, INVESTOR RELATIONS The ability to interrogate a company’s share register to identify its beneficial owners provides important information to Directors. In addition to identifying who is making decisions to buy and sell shares, it enables the Board and senior management to identify such things as where […]

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4 March 2021

The return of Guidance


DAN JONES, MANAGER SHAREHOLDER ANALYTICS In April 2020, we wrote that more than 80% of companies withdrew their FY20 guidance amid uncertainty surrounding COVID-19. During the February 2021 earnings season, we recommenced monitoring the results of S&P/ASX300 companies to establish to what extent the provision of guidance has been re-adopted and how companies are viewing […]

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4 March 2021

Locking in the Trust premium


GILES RAFFERTY, Corporate Communication and Media Advisor Trust in Australian Institutions has surged during the Coronavirus pandemic to reach all-time highs.  This resurgence of trust means, in Australia,  the institutions of Business, Government, Media and NGO’s are all now viewed as competent where just 12 months ago only Business was seen to be so. Two institutions, […]

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31 January 2021

Fink doubles down on climate


GILES RAFFERTY, Corporate Communication and Media Advisor Restating that climate risk is investment risk, Larry Fink, the Founder, Chairman and CEO of Blackrock, the world’s biggest and arguably most powerful investor, is calling for companies to share their plans for the transition to a net zero economy in his annual letter to CEOs. Mr Fink […]

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31 January 2021

ASX introduces new ‘15% Rule’


Ben Rebbeck, Founding Director Recently, the ASX announced updates to Guidance Note 8 on continuous disclosure requirements in relation to earnings guidance. While the ASX retained the framework of its existing guidance in the update, its changes to Guidance Note 8 include a new ‘15% Rule’ regarding the impact of broker consensus earnings on guidance and earnings […]

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31 January 2021

The IPO Market in 2020 – the Final Scorecard


VICTORIA GEDDES, Founding Director In September 2020 the door to the IPO market flew open and dozens of companies poured through in a rush to list before the Christmas/New Year shut down. Memories were still fresh from late 2019 when a promising IPO market was stopped dead in tracks in October as several high profile […]

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11 December 2020

2020! A year like no other


2020 was a year filled with extreme and extraordinary events. All of which played out in the context of the extraordinary global health crisis that is the Coronavirus pandemic. A year of extremes Here in Australia we endured bush fire disasters, the death of the Holden car brand and the tragedy of SAS war crimes […]

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30 October 2020

ESG Reporting among the ASX300


DAN JONES, Manager Shareholder Analytics As institutional investors increasingly demand more accountability for Environmental, Social and Governance (ESG) performance, companies face pressure to improve their standards of ESG reporting. However, unlike financial data, ESG information has no legislated or regulatory reporting guidelines or formats so the mechanism for delivery and any adoption of a reporting […]

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30 October 2020

Video with vim and vigour


GILES RAFFERTY, Corporate Communications and Media Advisor The camera never lies! A broad statement that still holds true despite the incredible advances in software to manipulate digital imagery. The cameras built into smartphones and laptops are amazingly sophisticated but are no guarantee that a video presentation will look good or be engaging. If you don’t […]

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30 September 2020

REVISITING SAME-DAY REPORTING TWO YEARS ON


Between 2016 and 2018, FIRST Advisers monitored how long companies took to release their Annual Report following the release of their Financial Results. The implementation of Same-Day Reporting has become an industry standard in terms of best practice investor relations because it reflects a commitment to release this document at a time when it has […]

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28 September 2020

The IPO window is wide open, but for how long?


VICTORIA GEDDES, Executive Director. The IPO window has unexpectedly opened after more than 18 months of subdued activity. Given the slowdown since February due to COVID-19 and the level of uncertainty surrounding the outlook for economic growth, no-one was banking on a quick return in 2020 to the levels of activity that the market had enjoyed […]

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28 September 2020

TOP TEN TIPS FOR IPO COMPANIES


VICTORIA GEDDES, Executive Director. As the market braces for an avalanche of IPOs to hit the market in the December quarter, it is time to review our playbook for IPO investor relations, to highlight just what it takes to maximise the chances of a successful life after listing. Here are our top 10 Investor Relations tips […]

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28 September 2020

Compliance update: Capital raising relief extended


This month, ASIC extended its temporary relief for capital raisings aimed to assist listed entities affected by the COVID-19 pandemic to raise capital in a quicker and less costly way without undermining investor protection. The temporary measures were due to expire in October 2020. The temporary measures will now expire on 1 January 2021. The […]

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31 August 2020

Activism in 2020


VICTORIA GEDDES, Executive Director. At FIRST Advisers we pay close attention to the activist space in Australia, having worked on many campaigns for both activists and companies over the past ten years. In our monthly newsletter we have a regular slot that summarises for our readers the various activist campaigns over that month and we […]

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30 July 2020

Assessment of Virtual AGMs — Must try harder!


BEN REBBECK, EXECUTIVE DIRECTOR As the repercussions of the COVID pandemic started to impact the corporate sector ASIC, the Australian corporate regulator, following advice and prompting from their foreign counterparts, allowed Australian listed companies to hold fully virtual Annual General Meetings. ASIC’s pathway to enable virtual AGMs, as they were the first to admit, was […]

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28 July 2020

Corporate Purpose during the Coronavirus pandemic


GILES RAFFERTY, Corporate Communications and Media Advisor, writing for the Winter 2020 Issue of Listed@ASX. What does the Coronavirus pandemic and the ‘new normal’, that is expected to emerge in its wake, mean for a Company’s purpose? As the pandemic surges across the globe many senior corporate leaders will, rightly, view the immediate purpose of […]

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30 June 2020

A new number 3 share registry


GILES RAFFERTY, Corporate Communications. An interview with Ben Kay, Executive Director, Automic At FIRST Advisers our shareholder analytics team works with all registries in the delivery of beneficial ownership analysis reports to our clients. We have watched the increasing penetration of Automic Group as a new player in the registry market in recent years and […]

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29 June 2020

The Tipping Point for ESG is Now (Part Two)


VICTORIA GEDDES, Executive Director. In Part 1 of our article on ESG last month* we looked at the extent to which ESG reporting has gained hold in Australia and whether the strong performance of ESG funds recently might represent a moment in time when investing according to ESG principles becomes mainstream. We introduced the Standard […]

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28 May 2020

Designs on Annual Reporting


GILES RAFFERTY, Corporate Communications. It is time to think about Annual Reports and then to think again. While an Annual Report must include content required by the Corporations Act and the ASX listing rules,that doesn’t mean we should limit our thinking to just meeting that objective. It is right and proper for the compulsory materials, […]

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28 May 2020

The Tipping Point for ESG is Now


VICTORIA GEDDES, Executive Director. The relentless push towards the adoption of Environmental, Social and Governance (ESG) reporting by companies across the globe appears to be gaining momentum. As entire populations have gone into hibernation in an effort to contain the spread of the coronavirus, the topic of greatest interest in the global investment community is […]

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30 April 2020

Disclosure and guidance during COVID-19


VICTORIA GEDDES, Executive Director. ASX Compliance Updates with some reminders on Disclosure Rules on Earnings Guidance Since the end of February 2020, ASX has released three key Compliance Updates (28 February, 31 March and 22 April) which include a raft of amendments or reminders, prompted in the main by the challenges associated with the impact […]

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30 April 2020

Getting COVID-19 capital raisings away


RON CAMERON, Investor Relations. The need to engage shareholders directly as a result of Recent Changes to Capital Raising Requirements ‘May you live in interesting times’, which is often characterised as a Chinese curse, has never been as relevant as it is today, in the time of COVID-19. Personal circumstances have been turned upside down […]

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30 March 2020

Guidance in Uncertain Times


VICTORIA GEDDES, Executive Director Guidance and outlook statements, freshly minted from the February reporting season, are already being consigned to the waste paper basket. This makes sense when every week brings a new development that has the potential to threaten the very survival of many businesses. So what do you say to your shareholders when […]

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2 March 2020

Cybersecurity and Notifiable Data Breaches: What have the last 2 years taught us?


VICTORIA GEDDES, Executive Director It’s exactly two years now since the Federal Government introduced its Notifiable Data Breach (NDB) scheme. It requires every private and public company with annual turnover of $3 million or more, listed or not, to report cyber breaches that are likely to result in serious harm to individuals whose personal information […]

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28 February 2020

Australian CEOs need to take a stand


GILES RAFFERTY, Corporate Communications and Media Advisor Australian’s don’t trust business. This is a key finding of the Edelman Trust Barometer, published on 19 February, which has been measuring levels of trust in business, Government, the media and NGOs for the past 20 years. It will be little comfort to Australian business leaders to know […]

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30 January 2020

Time to confront climate change


GILES RAFFERTY, Corporate Communications and Media Advisor Every Government, company and shareholder must confront climate change according to Larry Fink, CEO and Chairman of BlackRock, the world’s largest asset manager. In his annual letter to CEO’s, Mr Fink says a rapidly growing awareness amongst investment market participants of the risks climate change poses to economic […]

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30 January 2020

Communicating in a crisis


GEOFF MICHELS, Senior Adviser, Corporate Communications One month in to 2020 and news headlines have been dominated by the bushfire crisis while the business pages have been reporting on the Australian retailing crises which has seen big brands literally shutting up shops, including the shock withdrawal of Kaufland from the Australian market. The crises in […]

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29 November 2019

CORPORATE PURPOSE


GILES RAFFERTY, Corporate Communications and Media Advisor ‘The more things change, the more they stay the same’ is an adage that could easily be applied to the re-prioritising of a company’s Purpose as the underpinning of its culture and long term, sustainable growth. Only last August, The Business Roundtable (BRT) an American association whose members […]

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