Dear Vp thank you for your kind offer

I won’t be accepting… Vp's offer to buy 1/14 of its shares back, at 254p gives me mixed feelings.The company is the newest addition to the Thrifty 30 portfolio and I think the shares are probably worth more than 254p so on the face of it the company, and shareholders that don't accept the offer, are getting a bargain at the expense of shareholders that do. Vp thinks so, one of the reasons for the tender offer is to enhance the per share value of the company to remaining shareholders. But another reason is to: deliver a more optimal capital structure for the business i.e. make it more reliant on funding from debt.  I'm suspicious of companies that 'optimise', recognising, especially for cyclical businesses like equipment hire, the optimal capital structure during good times often leaves companies overly reliant on debt during bad times. When I wrote the two minute monologue for Vp a few weeks ago I felt its level of debt was already high enough, optimal, in other words. On the other hand the cost, £7.8m, could probably be paid out of a good year's cash flow without increasing debt, and judging by a trading update last week Vp may be about to have a good year. One source of hope this transaction won't weaken Vp's financial position significantly is the size of the chairman's interest, which even if Jeremy Pilkington's investment vehicle provided all the shares because no other shareholder accepted the offer, would still be over 50%. If it takes its 1/14 quota, his interest will remain at just under 55%. The other directors will not sell their shares in the offer, including managing director Neil Stothard who has a holding worth about £1.5m. It's hard to believe Pilkington would put the company he built at risk, but I'm going to update the two minute monologue to acknowledge the possibility. At least, with the company buying chunks of itself, it's less likely to make large acquisitions, which I identified as the biggest risk when I added the shares. The Thrifty 30 is a model portfolio, it doesn't have money invested in Vp. However to keep it as real as possible I must consider whether to part with some, or if shareholders chose not to sell their 1/14 allocations, all of the shares back to the company. I have until 23 March to decide, but unless I think of a good reason why not, I will be keeping the portfolio in Vp.

Comments

So the directors recommend the offer to shareholders but are not taking up the offer themselves.

Funny that! I guess if you reject the offer then you increase your share of the business by 7 percent of whatever you held before at no cost. The circular suggests there may be certain tax benefits for accepting the offer, so maybe the offer is aimed more at institutional investors in the company (like the CEO's investment vehicle) than individual shareholders.

That might explain why the CEO's investment vehicle is taking up the offer and the directors aren't?

Hi Prof, thanks for your comment. Actually I don't think the directors make a formal recommendation.They can say the offer benefits all shareholders because it gives those who want to sell a cheap way to do it without compelling those who don't want to.

I worried that Pilkington was cashing out but it might also be a worry if he didn't! Some investors wouldn't like it if he was increasing his control when he already has an interest in about 55% of the company. So it depends on his motivation which we can't really know.

As for the other directors, well, if you're minded to keep the shares and like management to have a significant stake (as I do) then the fact they're not taking up the offer is probably a good sign.

That's the way I read it!

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