Brian
Marshall ATCL. - My CV and
What
I would suggest if I was on the Board
----- Share price:
- February. 2022 - Two deals, 76k at €0.85
(Eighty Five Cents) and 35k at €0.90
(Ninety Cents)
FBDplc.com
Shareholder Survey Results -
the views of the 168 shareholders who replied since July 2018.
Latest News - August 18th:-
Farmer Business Developments plc pays out €4.4m to Farmer Shareholders
in an increased Voluntary Share Buy-back Scheme.
This I view as a VERY positive decision by the Board. The original €2m
scheme limit would have been totally inadequate to deal with the huge pent-up
demand for a half-decent exit price. The Board should have foreseen this
demand - I've been telling you all about it for years !!!
We now should have vastly reduced our number of "looking for an exit"
small shareholders. 421 sold an average of just over 5000 shares each. Overall
shareholder numbers are down by over 10%.
A good result, but that still leave almost 70 shareholders who were looking
to sell 900,000+ more shares at that price. There are still a lot of potential
sellers. It's time to enable new, willing, shareholders.
To that end we should scrap the Constitutional 3 year IFA
membership and FBD user rules for potential new shareholders to make
it much easier.
June - AGM
PRESENTATION by Padraig. Things seem to be going reasonably well. I
especially like that the Board have found and enabled a way of letting shareholders,
especially smaller shareholders, sell their shares at a 75% premium to the
85c/90c that the Grey market was offering.
Of course, IF the Company had abolished the Constitutional 3 year IFA and
FBD Insurance membership rule as I have repeatedly suggested, (as the Company
vets potential shareholders anyway) all this would not have been necessary,
as there would have been more new shareholders to drive up the shareprice.
David Kelly also gave a presentation [Read
HERE] on what's happening at Property and Leisure, - which I view as
quite positive in present circumstances
April 2nd - I will not be going
for election this year. Even though my fully correct nomination was lodged
by email by the closing date, my nomination letter arrived on April 2nd,
so the nomination was counted by the Company as invalid.
March 4th. Holdings
release very good full year results.
Profit before tax €110m . EPS €2.34. Capital ratio strong. Net
assets per share up by over €2 to €13.38. DIVIDEND €1 per
share
My Comment: - Given the strength of Holdings dividend, and the increase
in Holdings Share price in the last year, there is now no good reason why
FBDplc's shareholders should not get a final dividend of at very least 7c
per share.
Feb. 14th FBD
Hotels and Resorts buys the Killashee hotel in Kildare, for €25 Million.
My comment: - We still have lots of debt, and this adds to it. The wisdom
of buying yet another hotel has to be questioned, especially one that may
increase the total number of employees by 30%. Has the pandemic not taught
our Board the dangers of putting all the eggs in one basket?
At another angle - Padraig has always insisted that this Company needs to
retain its farmer shareholders owner basis because "that's what those who
set up the Company wanted". Does he REALLY believe that FBDplcs founding
shareholders envisaged the group becoming leisure property and hotels focused,
(as opposed to FARMER BUSINESS DEVELOPMENTS)
Surely the present business structure of the PLC makes a mockery of the
"you have to be a farmer for 3 years before applying" rule in
the Constitution. IT'S HIGH TIME THAT RULE WAS SCRAPPED
Nov. FBD Holdings interims. Profit, revenue and Net Assets all up.
Nov. 10th. DIVIDENDS RESTORED with a 10c "interim" gross payment.
Press release HERE
I wonder if the arrival of the new directors has loosened the purse strings,
- under pressure from the Co-ops. Hopefully there should be a final dividend
to go with this one. ( albeit I'd expect it to be smaller)
Aug. 31st - 2 new Directors from the Co-operative societies. The
new Directors are John Joe Kelleher of Macroom, Co Cork, and David Rice
of Belgooly, Co Cork, replacing Neil
O’Riordan and Tommy Joe Tuffy.
June 20th. I submitted the following questions to Bryan Barry, for Padraig
to address at the AGM. These were "half" answered, and the answers
given by Padraig are HERE
Questions for the AGM.
1] What interest rate is the Company paying on it's loans ?
2] When are we going to see any changes to the Constitution to make the
shares more attractive to potential new shareholders, and to enable a bigger
number of potential new investors ?
3] What is the Company going to do to arrest the now 8 year long continuous
shareprice decline ?
4] What is the Company's role in the election of, and supervision of, FBD
Trust's CEO and Committee ?
5] At the date of the 2021 AGM the Board has 12 Directors, 6 of whom have
5200 or less shares. With high debt, but 2.87 million Treasury shares on
hand, could the Company pay half each Director's normal €6000+ annual fee,
and the Chairman's €11,000+ fee in shares to help align Director's interests
to those of shareholders ? (this noting that the Board appears to have taken
a fee cut in 2020)
6] Should the FBD Trust, as a holder of almost 7 million shares, circa 13%
of the issued shares, not have an automatic right to have a Board seat,
which could come from the Co-Ops 4 seat allocation ? Every other Company
with a shareholder holding such a high percentage gives them an automatic
Board seat.
7] We made a new €6 million investment this year. What Company or investment
was it in ?
8] Given that a high proportion of our assets are Spanish, what number of
present Board members can speak Spanish ?
9] Given that 40%+ of shareholders are women, has the Company identified
any potential female Board members yet ?
June 7th. As a note to those who have asked - I will NOT be attending the
AGM this year. Last year I did and was prevented by the Chairman from asking
shareholders questions. This year I predict will be the same, - he will
quickly usher through the proceedings and not answer shareholders questions.
NOR will he allow a recording of proceedings, so that absent shareholders
who can't tune in can hear what goes on (or doesn't)
Instead, on the 17th, I will be at our Heritage Hotel in Co. Laois with
my wife Diane, a fellow shareholder, in the middle of an extended stay.
I believe in putting my money where my mouth is. As a shareholder and potential
Board Member, I will be supporting our businesses with my cash, unlike our
present Board, who haven't bought a single share in the Company in the last
2 years.
The question HAS to be asked - do you as shareholders want our Company run
by those who don't really care, as they have a very small stake, or no stake
at all, in it ?
May 30th. Accounts of FBD PLC arrive. The AGM is June 17th. The Group has
made an after-tax profit of €37.23m, and boasts "healthy""cash
balances" of €55.8m.
YET neither the ordinary or preferrence shareholders are getting a dividend
this year. The reason, according to Padraig's statement HERE
- is to preserve cash in an uncertain Covid environment, even though the
pandemic looks to be all but over.
Feb 5th High
Court rules against FBD in Pubs legal case This may cost FBD Holdings
at least €30m, and may hit the valuation of our shares, although Holdings
has released a statement saying "Today's judgment provides much needed
clarity to all concerned. We understand the significant challenges our Public
House Insurance policyholders currently face. FBD will arrange interim payments
to affected policyholders while awaiting final clarity on quantum. We expect
the cost to be well within the range of considered financial outcomes, with
FBD remaining strongly capitalised,"
Oct.24th FBD Insurance vs 4 pubs Court cases finishes. Judgement will probably
be in late November.
Oct.13th - FBD Insurance increases its Solvency Capital Ratio Risk Appetite
from its current range of 120% to 140% up to 150% to 170%.
My comment: - not good, as the CBI has suggested this. The FBD vs Pub-owners
"business interruption cover" Court case has also started
Sept.17th. The Competition
and Consumer Protection Commission has found that FBD Insurance allegedly
engaged in "anti-competitive co-operation"
Sept.15th:- In a possible read across for FBD Insurance, the UK
High Court has backed business interruption policyholders, in a judgement
which you can view HERE
August 31st. Apologies. My 2020 AGM report HERE
is now ready
August 18th A report on the AGM, which I attended, will follow around Sept.
1st. I need to check figures fully to ensure correctness.
In the meantime I was sorry to hear of the death this evening [Aug.18th]
of James Kanes (our deputy chairman) sister. Our sympathy is with him.
August 3rd - What are the Company doing to inform shareholders of anything
? We can't even have a current shareprice it seems. Today August 3rd, the
Company website still has the 'latest dealings' at €1.10 - from NOV. 1ST.
[post AGM edit. We were informed that NO deals were
done in over 9 months.
It appears sellers are looking for greater prices than buyers are offering]
If I was on the Board, I'd make sure this would not happen as I'll ask that
shareholders get timely Buying AND Selling price information !
AND I'd align Board remuneration to shareholders return. No dividends -
no directors fees for The Board.
Aug. 2nd - Annual report 2019 and AGM notice. - Profit up, but NO DIVIDENDS.
Yet again the Company is concealing information from shareholders. In his
statement here
Padraig states that "This leaves our Group profit before taxation at
a healthy €16.1m for 2019, up 86% on 2018 profit before tax of €8.6m.
On our Balance Sheet, the value attributable to the shareholders was €219m
at the end of 2019, up €9m for the year. This €9m uplift was after
returning €8.4m (16c per share) to shareholders during 2019"
Yet, despite all this profit, AND what should be the ongoing receipt of
Bulberry monies, the Company decides not to give us dividends. Why ? In
the rest of the statement Padraig gives us clues, without actually saying
anything straight out.
So what bad news is hidden ?
First: - La Cala sales have slowed, and could get worse. 37 units sold in
2019 :- only 10% of the 377 completed and under construction. 2020 sales
will be worse, and this in a context of 656 overall units
contracted for during
the lifetime of the development.
Second:- Bulberry monies due must have little visibility. Last year we were
told what we were getting, and when. This year Januarys money arrived, but,
unlike last year, Padraig has given no indication of the size, or date payable,
for the next tranche.
Third:- While the 2019 increase in FBD Holdings' share price resulted in
a value uplift of €3.9m, 2020 could see a €20m write down.
Fourth:- While 2019 H&R profits are mentioned, no mention has been made
of exactly how much a month Covid has cost and is costing. The Company will
know this figure. Why can't shareholders be told it?
"(no dividends because) we must factor in the risk of a ‘second wave’ of
the virus in Ireland or Spain and the risk of prolonged disruption to the
hospitality sector." - Shareholders need the figures so that we can judge
if this is indeed prudent.
Fifth:- Although the postponment of the €1 Holdings dividend was mentioned,
nothing was said about Holdings Court case on "Business Interruption
Liability", or the potential multi-million cost of an adverse judgment.
June 24th:- Holdings
warns on profits, including negative investment returns, puts aside £22m
for possible pub claims and suspends dividend
Comment:- This is bound to affect the FBD Plc dividend too. Where we could
have had a bumper payout again, I now expect no more than a maintained divvy
at best.
I can only hope that the long-awaited news on our German land disposal can
offset this dire Holdings trading update, and FBD Hotels & Resorts shutdown
losses, and the hit we will take in the accounts on the current value of
our Holdings Shares.
May 25th Court
proceedings by pubs against FBD Insurance - A large potential liability
will now have to be factored into Holding's share price
May 1st AGM Postponed. At last Padraig has sent a shareholder's
letter, (click to read), though it's very short on actual financials
of how the Company is doing.
April 3rd - FBD Holdings has postponed it's May 7th AGM, and de-facto it's
decision on approval of the full year dividend. I now expect our AGM to
be postponed too.
March 26th - What a difference a month makes ! The Insurance industry, and
of course FBD Holdings, could face a tide
of "business interruption" claims.
The Covid pandemic lockdown must also be seriously affecting our FBD Hotels
and Resorts Division, both in Ireland and Spain.
A scenario 4 weeks ago for greatly increased dividend now looks to have
disappeared.
And, as usual, our Chairman and Directors have said nothing at all for months.
Nothing about the German property disposal, nothing about Holding's excellent
full year results, nothing about Covid-19 and it's effects on us. NOTHING
! (Hopefully, after reading this, as I know the Company will, Padraig finally
gets something up on the Website, if not sent out to shareholders.)
If I were on the Board, I would push for REGULAR Shareholder updates on
the Company website. I'm going to stand for election again at this year
AGM
Feb. 27th - FBD Holdings profit before tax of EUR112.5m -- Proposed dividend
of 100c per share.
This should easily allow an for an INCREASED dividend to FBD Plc share holders
this year.
Feb. 6th FBD Holdings Trading Statement "2019 FY Profitability is expected
to be significantly ahead of market expectations."
Feb 1st 2020- An
insight into the current situation, post Brexit, of British buyers on the
Costa Del Sol - from Kerry Mellor, who owns #Mijas
Real Estate Agency there.
So why have I set up this site ? I, as a shareholder with more shares than that declared by any Board member, am fed up with being in the dark as to how this Company is being run. I'm not happy about it, and neither should you be. I intend using this site to ask questions that should have been answered long ago, should be answered now, and may need to be answered in the future.
I also want to try to
get enough backing from you the Farmer shareholders to put
myself forward for election to the Board, where, if elected, I
can ensure openness and less secrecy.
NEXT year, 2023, VOTE FOR ME - register online HERE or
post your ballot back.
& I will make suggestions to the Board on how to correct
THE 2016 CONSTITUTION which is faulty in my opinion.
I want to work for the good of OUR Company and I want ALL shareholders
to know what's going on in OUR Company.
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