Mystery and misinformation in the world of penny shares

By Tom Bulford Feb 21, 2012

Tom Bulford

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The world of penny shares is an exciting place to be for a private investor, a place where time spent learning about small companies often brings rich rewards. That’s why I love writing about them – and I guess that’s why you’re reading Penny Sleuth.

However, the route to penny share profits is not always a straightforward one…

If you read Penny Sleuth on 5 January, you will recall the curious story of Worldlink (WGP).

Its shares were listed on the stock market in November, accompanied by the announcement that “the market capitalisation at listing is anticipated to be circa £55m and the opening share price approximately £2.50”.

Given this official announcement, any shareholder who bought the shares on the first day of trading at the quoted price of £1.25 would have been entitled to think he or she had a bargain.

But a day later the share price was just 25p and it sank to a low of 10p. That was before my article provoked a rally.

It also provoked a response from the London Stock Exchange (LSE), whom I accused of turning a blind eye to this apparent misinformation.

A representative of the LSE called me to say that as Worldlink has its shares traded on the Stock Exchange’s Main List, responsibility for its oversight lies with the Financial Services Authority (FSA). The LSE only has responsibility for companies that trade on AIM.

That seems crazy to me. Does it really make sense to have two regulatory authorities for quoted UK shares?

Worldlink: The plot thickens

Recently the plot has thickened with a number of developments, including a possible takeover bid for Worldlink. While it has been expanding the range of global data feeds it can make available to committed traders, and signed a deal to feed sports betting data to India’s Dusane Infotech, it has also attracted the attention of The One Media Technology Corporation.

This Chicago-based private company aims to offer a combined package of tablet computers, operating software and the type of data-based services offered by Worldlink. To that end it has made a takeover approach to Worldlink.

You might have expected such an approach to propel the latter’s share price back towards the 250p it apparently thinks it is worth. But in fact the share price is still just 30p. To add to the mystery, one of the advisers, Bridge Hall Stockbrokers, that put its name to the 250p statement, has since gone into liquidation

Now let me turn to another contentious issue for private investors: share ‘placings’.


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Share placings: Why you lose out

This preferred method for a company wishing to raise fresh capital sees its broker ring a handful of City institutions and favour them with some newly issued shares at a discounted price. To protect the interests of existing shareholders, companies on the LSE’s Main List are only allowed to place shares up to a maximum of 10% of the existing share capital.

But there is no such limit for AIM-listed companies. They freely issue new shares, justifying this on the grounds of speed of execution and, because they need not publish an expensive prospectus, low cost.

Where small sums of money are raised through the issue of shares at narrow discount to the market price this is fair enough, but two recent issues look less than fair enough.

On 13 January, Falkland Oil & Gas (FOGL) placed 113m shares at 43p, a discount of 15% to the closing price on the previous day. This was no small matter, because it increased the total number of issued shares by 55% from 207 million to 320 million.

And on 26 January, Sirus Minerals (SXX) raised £50m through a placing of shares at 18p, a 23% discount to the previous closing price. This increased the issued share capital by 30%.

These are hefty amounts of money. The discounted offer surely would have been snapped up by the many small shareholders who have supported these companies. But they were not given the chance through, for example, a rights issue.

Both FOGL and Sirius have played by the letter of the law, but certainly not by its spirit. But what really sticks in the craw is the sight of these companies’ directors helping themselves to discounted shares. Sirius’s Russell Scrimshaw took 18.9 million new shares at 18p – upon which he already has a paper profit of £472,500. 

At the very least, I believe directors should be disallowed from participating in discounted share issues unless all shareholders have the same opportunity.

And in these days of instant electronic communication, it should surely be possible to allow individual shareholders access to share placings.

One more thing while I’m thinking about it is how we small investors should be better treated. It should also be possible for the names of private investors, often hidden within nominee accounts, to be on the shareholder register and thus acquire full voting rights.

This is something that you can do something about – if you agree – by signing this e-petition to the government. 

Rant over. Let me know what you think – leave your comments below.

• This article is taken from Tom Bulford's free twice-weekly small-cap investment email The Penny Sleuth. Sign up to The Penny Sleuth here.

Information in Penny Sleuth is for general information only and is not intended to be relied upon by individual readers in making (or not making) specific investment decisions. Penny Sleuth is an unregulated product published by Fleet Street Publications Ltd.

Comments (32)

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  • 1. Lee

    (21 February 2012, 04:52PM)  Complain about this comment

    I agree 100% with your comments. well put Tom!

  • 2. Tim Kyle

    (21 February 2012, 04:55PM)  Complain about this comment

    Well said!!
    Another bone of contention is where companies declare shares worthless after consolidations of 20,000 to 1 etc. Pity the poor private shareholder again - he gets well and truly robbed.
    We invest real cash, albeit small amounts, into companies who then consolidate shares. Where does our actual cash go?
    Legalised robbery.

  • 3. Douglas Claridge

    (21 February 2012, 05:11PM)  Complain about this comment

    Dear Tom
    I have been receiving R.H.P.S for many years and eagerly look forward to your tips. I started off with £100 and now have £3000 in shares by reinvesting profits, just a hobby really. It has always seemed so unfair that normal shareholders like me do not get a chance to participate in share placings. We would not hold the shares if we did not believe in the company. Every time there is a placing our share are diluted and I sometimes wonder if its worth buying shares in these companies.
    I support you 100% and have signed the petition. Keep up the good work and many thanks

  • 4. r

    (21 February 2012, 05:12PM)  Complain about this comment

    In total agreement, Tom. Keep up the good work!

  • 5. Ian Brummer

    (21 February 2012, 05:14PM)  Complain about this comment

    I agree entirely, the Govt. tries to protect small shareholders by onerous regulation, which is actually to the detrement of the small shareholder as they are excluded.
    The salient point is there is no protection when somebody buys shares in a company they know little about, if there is a rights issue you have had time to monitor the company & know a lot more about it. I don't think most people wade through years of new items before they make the initial purchase. Regards Ian

  • 6. Ian Brummer

    (21 February 2012, 05:21PM)  Complain about this comment

    Agree entirely, more Govt. regulation disadvantaging shareholders rather than protecting them.
    Why do I need protection in the case of a rights issue but not when I initially buy shares.
    I doubt most people wade through old new items before they buy a share but have a much better idea about the company after they have held the shares & are then offered the chance of new shares.

  • 7. Mick

    (21 February 2012, 05:32PM)  Complain about this comment

    Hi Tom,

    I'm a newbie to Penny Shares of only two months but I agree entirely and have signed the petition. However, am i correct in thinking that this will not help us eliminate or change the rules on share placing. Isn't there a way that we can lobby Parliament. At the end of the day it is their own shareholders that the likes of FOGL are hurting.Perhaps we should start a campaign of sending these companies representatives (named at the bottom of the notifications) loads of complaint emails.

    Keep up the good work.

    P.S: Whats happening with Tower Resources Plc? The well has spudded and the price still keeps falling. Not sure how much longer I can hold on. After all in your book you say you should get out if the price drops below 25% using your 3:1 ratio. Regards Mick

  • 8. Trevor Jones

    (21 February 2012, 05:40PM)  Complain about this comment

    I have been dealing with world link for 18months through Jarvis but about a month ago there site went down with no explanation. I phoned to be told there tecis where working on it and would be running again every Monday morning. They replyed to no e mails and they arenow
    up and going with Saxo Bank and still they do not answer e mails. I may be a small investor but have made more than 130% since I started 18months ago

  • 9. Peter

    (21 February 2012, 05:44PM)  Complain about this comment

    Thank you for bringing this up. Your two examples are just the tip of an iceburg. Symphony is just as bad and I have lost count of the others.

  • 10. gerry

    (21 February 2012, 05:55PM)  Complain about this comment

    Petition signed I had not heard of it before

  • 11. Chris

    (21 February 2012, 05:58PM)  Complain about this comment

    Excellent points Tom and well raised because if private shareholders don't attempt to raise the issue I wouldn't have thought anyone else will. In the case of not mentioning your articles possible effect on the share price as well, there is no reason why they surely could not have mentioned it and stated it could have been a factor, as investors surely want to be able to make an informed decision and be able to learn about these things so they don't get suckered into a 'spike'.

    I’m not sure why you are complaining about regulation here though Ian Brummer, companies are able to raise money through private investors, whether they can be included in placings or not I don’t know, are you saying that there are rules against this because that wasn’t mentioned in the artice? The issue if anything seems so be one of a lack of regulation i.e. private investors can be, and generally are, excluded from placings.

  • 12. Alejandro

    (21 February 2012, 05:58PM)  Complain about this comment

    Yes,...I concur but unable to sign the petition because being a none UK resident or citizen. But I hope all others not limited to this particular will sign the document.

  • 13. zantean

    (21 February 2012, 06:16PM)  Complain about this comment

    As usual, your observations are succinct and provocative. Thank goodness we small investors have someone who can champion our interests. Great stuff!! PS. Enjoying huge upside from a recommendation of yours (BPC). Keep up the good work, Tom

  • 14. D GUY

    (21 February 2012, 06:43PM)  Complain about this comment

    Well said, I have been shafted so many times with this placing nonsence, just when you think you are starting to make some money , Wallop, a placing, even when the placing is swiftly taken up you still feel "IT SHOULD HAVE BEEN ME"

  • 15. Mike Pringle

    (21 February 2012, 07:17PM)  Complain about this comment

    What a good idea this petition is. Just hope someone takes it on board.

  • 16. Laurence

    (21 February 2012, 07:46PM)  Complain about this comment

    I am a sponsored member of crest as I do not approve of nominee accounts dis-enfranshing small shareholders. Although I have signed the petition it does nothing about share placings. I agree with Bulford that directors should not be allowed to take part in share placings. May I suggest lobbying of our MPS and perhaps Tom starts a prtition.

  • 17. Colin

    (21 February 2012, 08:13PM)  Complain about this comment

    Tom - thanks for this timely article on share placings. I sent an angry - but polite - email to the Chief Executive of Sirius in January complaining about the 30% dilution in my shareholding and asking why small investors such as myself were not allowed to participate in the placing. I am sorry to say he did not have the courtesy to reply.

  • 18. asdak1

    (21 February 2012, 08:26PM)  Complain about this comment

    Hello Tom, Wow! I'm No 17 and fully agree with the previous 16's comments. You know my own feelings on this subject and I have since sold Sirius, at a profit! I only hold a small placing in Fogl, but I see that Altona has also had a mega placing. They say the AIM sector is an ' investor's graveyard', but I don't agree, as most of my portfolio is AIM. You require patience for future growth, but the words, placing & dilution don't help the small investor. Keep up the good work as usual.

  • 19. Jean

    (21 February 2012, 11:19PM)  Complain about this comment

    Thank you for pointing that out for us.
    I feel a bit robbed of opportunity.

    Re Quote;
    At the very least, I believe directors should be disallowed from participating in discounted share issues unless all shareholders have the same opportunity.
    I agree with this statement wholeheartedly; this practice definitely seems like 'dodgy dealing'.

    I'd like to sign a petition on that point as well !!

  • 20. Bengola

    (21 February 2012, 11:40PM)  Complain about this comment

    Thanks for the info - I have signed the petition. It would also be useful if you could research and write a similar article about Market Makers tricks with AIM shares. Things like treeshake spikes and so forth are so close to insider trading that they should be regulated.
    Well done, Tom.

  • 21. Richard

    (22 February 2012, 09:41AM)  Complain about this comment

    Signed and delivered but this is only the tip of the iceberg. How can we action some of the solutions to the problems and make the authorities sit up and take note of small shareholder issues? By the way not everyone is up on their Aim share portfolio having been spiked, share issued, share consolidated, margined .....

  • 22. Stuart

    (22 February 2012, 10:18AM)  Complain about this comment

    Totally agree. It frustrates the hell out of me as the technical process of making an equal offer to all share holders is quick and cheap these days as most shares are held in internet accounts through which you could just get a message and click agree. There is no reason why the rule applicable to FTSE companies shouldn't apply to AIM but if not then yes, Directors should not be able to benefit if the discount is over 10%. Under 10% is fine as it shows support for the fund raising.

  • 23. MICHAEL WOODISSE

    (22 February 2012, 12:28PM)  Complain about this comment

    i agree with Laurence totally and like him have signed the petition but it does nothing about share placings. I agree with Tom Bulford that directors should not be allowed to take part in share placings. May I suggest Tom starts a petition.
    I get confused between Penny Sleuth and RHPS and am a subscriber to the latter,does this automatically include the letters from penny Sleuth?

  • 24. Greg P

    (22 February 2012, 01:06PM)  Complain about this comment

    Couldnt agree more, and as a fair sized shareholder in both companies I can say I was angry enough to submit a comment to Sirius through their website which has not been dignified with a reply. Its truly disappointing and unfair for small small shareholders to be mistreated this way

  • 25. PJD

    (22 February 2012, 03:12PM)  Complain about this comment

    TOM.
    I find this type of behaviour absolutely typical of today.It is nothing less than highway robbery and what can you expect when people see money as God.Scrimshaw and his like should be absolutely ashamed of themselves, oh I forgot shame has been done away with.
    Keep up the good work, there are more of us than you think and I am sure our day will not be long in coming.
    thank you

  • 26. Mohammad_Bfd

    (22 February 2012, 04:53PM)  Complain about this comment

    I'm joining the bandwagon and would like to say well said Tom. I think it is absolutely disgusting how they wouldn't give the "little" man a look in. It is things like this that mean the "rich" can keep their pockets fully lined whereas the rest of the population have to struggle! Thanks for bringing this to our attention- it's nice to see that someone is on our side. I have signed the petition.

  • 27. dmh

    (22 February 2012, 07:35PM)  Complain about this comment

    Pity you weren't around a few years ago, when a company strongly recomended by a chap called Bulford (screen) was stolen from it's owners by the directors.
    They raised a placing whereby the existing shareholders were frozen out, and the board ended up with more shares than the entire previous sharholders.
    They had been 'advised' by Seymour Pierce, that this was not against the principle of acting n the interests of shareholders., and thus totally legal.
    This was I think the same Seymour Pierce who I seem to recall had also (totally legally) shorted one of their own clients to the tune of three times their market cap.

    Where the FSA is just plain incompetents, when it comes to AIM, the LSE is completely invisible.




    Since then I have avoided any company 'advised' by Seymour Pierce, and due to other reasons, any company with Tony Caplin associated with it.

  • 28. Gordon Copley

    (23 February 2012, 11:44AM)  Complain about this comment

    Agree totally about placings as oppposed to rights issues - it is tantamount to fraud i.e. the private shareholder is being defrauded by the institutions under the guise of expediency. This is shameful and yet another example of the financial services industry ripping off the private investor. In the case of executives dipping their snout in the trough, this is surely analagous to insider trading. So much for the loyalty towards the investor who gave their money for the executives to build the business in the first place!

  • 29. Keithssd

    (24 February 2012, 07:52AM)  Complain about this comment

    Why are we so surprised at this? Everywhere we look these days is full of corporate greed and scams, from bankers to event ticket sellers, why should these guys be any different? Fill yer pockets at the expense of all others tends to be the name of the game in today's modern society. Words like 'loyalty', 'fair play' etc have been dumped into the annals of history. The politicians that we appeal to are the same guys that fiddled their expenses, and a few of them are probably in on these scams as well. I applaud what your doing Tom, but I won't hold my breath for a result. I will sign the petition though, but more in hope than expectation.

  • 30. Albert

    (24 April 2012, 05:10PM)  Complain about this comment

    Mt tale of woe is a little different but along the same lines. I was invested in Cagney PLC which went through a bad period and the founding directors left.

    Then they delisted and offered shareholders a mere 0.25 per share.

    All this to me does not seem right as they have seriously disadvantaged the small shareholders and are applying pre-fixed closed market trading conditions for shareholders who wish to sell.

    There is more to add but I think you will get the crux of the issue..

  • 31. SOP Eater

    (24 April 2012, 05:47PM)  Complain about this comment

    I couldn't agree more.

    The two new brokers ran an "accelerated bookbuilding process" announced at 7am 26.1.12. This was to be run by our two new brokers and the deadline was 3pm the same day.

    This was taken up by our broker's, broker colleagues who sold the idea on to their PI clients for a quick profit turnaround.

    The oversubscribed statement was nothing short of baloney when one considers that offers went in for 20p per share in the bookbuild.

    Result; shareholders shafted again.

    The more worrying aspect is the lack of IIs. Liberum and Macquarie were supposed to help to attract these cornerstone investors but so far they have failed.

  • 32. Rusty

    (24 April 2012, 07:58PM)  Complain about this comment

    I have personally written to Russell Scrimshaw, and emailed him about his purchases, and the massive discount.

    Despite promises by email from a senior manager that Scrimshaw would justify his snout in the trough, there has been no reply.

    What is interesting about this also is that it could be seen as insider trading, with directors buying shares when they have information that other shareholders do not.

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