Monday, November 5, 2012

The upcoming AGM of ICAP on 10 November 2012 will be crucial for all shareowners

Most of the shareowners of close-end fund Bhd (ICAP, 5108) have been wondering why the AGM of this year comes so late.

It was 2 weeks after the announcement made on 18 October 2012 about its 8th AGM to be held on 10 November 2012, an Addendum to the 8th AGM notice has been dispatched through Bursa Malaysia's Company Announcements webpage, that a shareowner named Ms. Evelyn Ho is nominating 3 persons (including a foreigner who is the CEO of Laxey Partners) to enter the board of directors of ICAP. On the other hand, the present BOD is also nominating 2 more friendly partners to contest for the directors election.

As you might notice, the share price of ICAP has been trading at discount to its NAV since 2008, and the gap has widen to more than 20% from 2011 until today. This is a good investment opportunity for anyone who want to invest in ICAP with discounted price to its NAV. In addition, ICAP fund management has been performing well, with its NAV keeps rising despite the discount in its share price.

Then, we saw a foreign fund City of London Investment Management Company Ltd. emerged as substantial shareholder of ICAP since August 2011 and keeps on accumulating until holding about 7% of ICAP to date. Later, we also saw another foreign fund Laxey Partners Ltd. also emerged as substantial shareholder of ICAP since April 2012 and also keeps on accumulating until holding about 7% of ICAP to date. 

Laxey Partners Ltd. has many track records of accumulating the shares of close-end funds at discount, then getting into the BOD of the fund, replace the chairman/CEO and hostily take over the control of the fund. The sudden nomination of 3 persons apparently from Laxey Partners Ltd. to ICAP's BOD is definitely a threat to the existing BOD, and if the replacement of the directors does happened, it will affect the fund's future direction and hence affect the interest of all ICAP shareowners.

According to its 2012 Annual Report, ICAP has 3000+ shareowners, of which about 65.8% are held by about 2,000 minority holding 100-10,000 shares. CDAM, the fund manager, also holds about 0.5% of the shares.

In its Annual Report, ICAP reiterates that it "exists for one simple reason : to allow long-term shareholders or more aptly called share owners, to benefit from value investing. Investing in your Fund allows the power of compounding to work for you. If we succeed in achieving this, we would have also shown that serious long-term investing in Bursa Securities can offer superior returns." This is inline with its IPO Prospectus stating the investment strategy to be "intelligently eclectic".

If the existing shareowners want to maintain ICAP's investment philosophy and agree that the fund has been well managed and the present BOD has been taking care of the interest of all shareowners, they should show support to the existing BOD during the coming AGM.

Anyway, let's see what Laxey Partners going to propose, and what the existing BOD and the fund manager is working on to enhance the value to the shareowners. If City of London is on their own, we might see a triangular war, else, we'll see a cut-and-thrust war. The party who can convince the minority shareowners with 65.8% holding will be the winner, but the minority shareowners must be present to the AGM or appoint proxy the exercise their rights.

That's why, the upcoming AGM of ICAP is very crucial to the fate of ICAP.

Disclaimer: This article is intended for sharing of point of view only. It is not an advice or recommendation to buy or sell any of the mentioned stock counters. You should do your own homework before trading in Bursa Malaysia.


Peter Lim said... Reply To This Comment

If you have invested in ICAP on 11th Jan 2008, you would have paid RM 2.78 per share for it, while its NAV is RM 2.22 . Over the next 4.5 years, the NAV risen from RM 2.22 to RM 2.94 on 22nd June 2012, for a total growth of 32.4% during this period.

But the same can't be said to your return as a shareholder during these period. The market price on 22nd June 2012 is only RM 2.15, giving you a return of negative 22.7%.

Why is NAV grows 32.4% during these period, while your return as a shareholder is -22.7% ?
It's because at the time of purchase, you're paying 25.2% PREMIUM over NAV, and at the time of sale, people is paying you 26.9% DISCOUNT over NAV.

While buying at discount to NAV is good, it is at the expense of the seller. So is vice versa to buying at premium.

Thus, the best way to be fair to both buyer and seller for the fund to trade close to its NAV, and the best way to achieve this is to have a policy by ICAP to ensure that the gap between NAV and market price isn't wide (say, anything more than plus or minus 5%).

Data available here:

And the reason i vote for Laxey is because i'm voting for the gap between market price and NAV to reduce to be fair to both the buyer and seller. Although i know most of you are long term investors, but should you decide to sell one day, you would want to sell at a fair price, don't you?

Just like in Politics. Many vote for PKR not because they want Anwar. But it's because they want "change".

Voyager8 said... Reply To This Comment

@Peter Lim

When you buy ICAP, you should already know its nature of having price difference from NAV, either at premium, equal, or at discount.

If you want to have the price in sync with NAV all the time, you should look into the unit trust market instead.

You buy and sell at how many quantity and with what price is at your own decision. Don't blame for your own wrong decision.

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