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  • Writer's pictureMark Watson-Mitchell

THG – investors urged to reject AGM proposals

Private investors appear to be increasingly unsettled about the way that Matt Moulding, boss of THG (LON:THG), comments to the press.


And it may well be a subject of several questions at the forthcoming AGM for the online retail group.


Moulding has not hidden his views about his experience with the City and investors, both private and professional, regularly being reported in his sniping comments.


It appears that he considers it to be full of sharp-suited gangsters waiting to rip everyone off.


Of course, he may well be right.


Glass Lewis recommend rejections


Shareholder advisory firm Glass Lewis has recommended that investors should reject two of the AGM proposals.


Governance solutions is what Glass Lewis is all about and it has voiced some objections that investors are heeding.


The advisor covers over 30,000 meetings a year, spanning across some 100 global markets.


It enables institutional investors and publicly listed companies to make informed decisions based upon research and data.


Its customers include the majority of the world’s largest asset managers, pension and mutual funds. Collectively its 1,300 institutional clients manage over $40 trillion in assets.


The global group provides investors, issuers, advisors and board members with transparency into the governance data, analytics and models behind its global research, recommendations, equity compensation model, and investors’ voting policies.


So, the fact that it has made two distinct recommendations for proposal rejection for THG’s AGM, due to be held in Altrincham on Wednesday 21st June, is well worth noting.


It is AGM Ordinary Resolution 2, which is to approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) as set out in full in the Company’s Annual Report and Accounts for the financial year ended 31 December 2022, to which Glass Lewis takes issue.


Glass Lewis is objecting to the THG pay report, by which the recently appointed Chief Financial Officer Damian Sanders will be earning £500,000 a year, a figure that is said to be over 11% higher than John Gallemore, his predecessor to the post.


It is also commenting against the re-election of Iain McDonald as a Director of the group, because he is deemed by Glass Lewis to be an ‘affiliate or insider’ on the pay committee.


McDonald, who is a director of Belerion Capital, which is an Investment Advisory firm specialising in e-commerce and technology investing, is also a non-executive director at boohoo group.


Early last summer a consortium led by Belerion Capital and King Street Capital Management made an approach to THG, which was rejected as significantly undervaluing the company.


Private Equity group approaches


The recent tirades from Moulding followed the news that his beauty and nutritions e-retail group had rejected the approach from Apollo Global Management.


The US-based fund management group, which handles some $598bn of funds under management, in mid-April made an approach to THG with a view to a possible bid for the company.


The ensuing discussions were terminated by THG on the grounds that such an offer could well be based upon inadequate valuations and complex financial structures.


In commenting upon the financial structuring of the Apollo Global approach being based upon smart financial engineering, Moulding remarked that the Apollo bid was aimed to capitalise on the online retailers wildly low share price.


The group’s shares, which touched 118p just over a month ago, fell to a low of 55p in immediate market response to the rejection news.


That was after a hectic 40,020,175 shares were traded, compared to the recent daily average volume of 11,207,856 dealt.


Private Equity interest aplenty


It is well worth mentioning that Moulding has stated that:


“Just about every major PE firm has enquired about taking THG private but usually nobody finds out.”


The Daily Mail reported that Moulding commented:


“It’s well known that PE (private equity) deals are lucrative for management. THG would be worth billions more away from the daily market manipulation involving bankers, hedge funds and pundits.”


Broker comments – misery and hyperbolic rhetoric


Russ Mould, investment director at AJ Bell, commented that:


“Investors hoping a takeover would put both them and the company’s torrid existence as a public entity out of their misery will be disappointed.”


Elsewhere, Clive Black at Shore Capital is reported to have said that he was amazed that Apollo had even looked at THG.


He said that although he is a big fan of entrepreneurship, it would put everyone out of their misery if Moulding were to take it off the market.


Black also added


“All the stuff about Ingenuity was ramped up hyperbolic rhetoric that was beyond belief – it was nonsense and ended in tears.”


Moulding’s comments – ‘it all sucks’


The Daily Mail has reported that Moulding, who in the past said that THG’s time on the stock market had “sucked from start to finish,” and also added that “it is unpleasant being listed in London.”


Moulding has blamed the previous share price fall on hedge funds, the media and analysts.


Furthermore, he is also reported as claiming that Numis Securities had led ‘short attacks’ after they were not made a broker to the company.


However, private investors are still questioning why Moulding posted clips from ‘The Wolf of Wall Street’ on a motivational video.


Conclusion – short covering and renewed analysis


As for City gangsters, Moulding convinced the City that his group was worth £5bn plus when he floated it in September 2020, taking over £900m into his personal pot in the process, while allowing him a ‘golden share’ and the ability to take some £15m a year in rents from the group.


The shares went from 500p up to almost 800p within months.


Since then, the massive loss-making group, which has been losing over £1.35m a day, had seen its shares collapse to just 31p.


Before the 17th April announcement of Apollo’s approach they had climbed to 66p.

The approach announcement saw them shoot straight up to 97.74p that day.


Eleven trading days later, on Wednesday 3rd May, they touched 118.10p.


Nine days later they collapsed to just 55.47p on rejection of Apollo’s approach.


It has been suggested that a substantial amount of short covering has now been totally absorbed by investor sales.


Stop the ‘sniping’


Critics consider that sniping at the City is never a good idea – ‘it is far bigger than ever you may think you are’.


Effectively they say that it is best to stay quiet and to never bite the hand that has fed you millions.


AGM Questions?


Now what is going to happen to the £880m group’s shares, which are currently trading at almost 64p?


Just what questions will investors be asking at the AGM in a fortnight’s time?


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