Four more slay Vampire
10 July 2003
Another four HK-listed companies have adopted all or part of the recommendations of Project Vampire (Vote Against Mandate for Placings, Issues by Rights Excepted), reducing the general mandate which they seek at the Annual General Meeting to allow them to issue discounted shares for cash without offering them to existing shareholders. To recap, the key recommendations of Project Vampire are:
- The mandate to issue shares for cash, other than by a rights issue, shall be in respect of not more than 5% of the issued shares a the time of the mandate
- The discount for shares issued other than by a rights issue shall not exceed 5%.
- The mandate to issue shares for other purposes, including acquisitions, shall be for not more than 20% of the issued shares
The first company to do this was Arts Optical International Holdings Ltd (1120) with its pioneering notice of AGM on 9-Apr-03, followed on 28-May-03 by Techtronic Industries Co Ltd (0669), which amended the proposal in mid-AGM to be fully Vampire-compliant.
The four newcomers are led by Johnson Electric Holdings Ltd (0179), which on 5-Jun-03 became the first member of the Hang Seng Index to voluntarily adopt a principal recommendation of Project Vampire, by including in its notice of AGM a reduction in the size of the mandate from 20% to 5% of existing shares, as we report in our voting advice issued today. However, they didn't include any limit on the issue discount, so we score them 7 out of 10 for going most of the way and hope they will get full marks next year.
On 26-Jun-03, another optical frame maker, Elegance International Holdings Ltd (0907) announced its results and a notice of AGM which limits the issue discount to 5% and restricts cash issues to 10% of issued shares. That's not quite a full Vampire, allowing double the amount of dilution to owners' stakes, but we will give them 7 out of 10 for trying, and hope they'll do the "full Vampire" next year.
Next, on 30-Jun-03, electrical appliance maker Allan International Holdings Ltd (0684) announced results and a notice of AGM with a fully Vampire-compliant general mandate. A perfect 10 full marks for that.
On 9-Jul-03, Tungtex (Holdings) Co Ltd (0518) announced its results and a notice of AGM which restricts issues of new shares for cash to 5% of existing shares, but does not include any limit on the discount at which the shares may be issued. We'll give them marks of 7 out of 10 as well.
So here is a summary of all the Vampire-compliant companies. We exclude HSBC Holdings plc (0005), which is Vampire-compliant but only because it has to comply with the UK Pre-emption Guidelines as it has a primary listing and is incorporated in the UK. It does not apply the same standards to its HK subsidiary, Hang Seng Bank Ltd (0011).
| Date ann. |
Name | Placing limit as % of existing shares |
Max disc. |
Vampire score |
|---|---|---|---|---|
| 9-Apr-03 | Arts Optical (1120) | 5% | 5% | 10 |
| 28-May-03 | Techtronic (0669) | 5% | 5% | 10 |
| 5-Jun-03 | Johnson Electric (0179) | 5% | No limit | 7 |
| 26-Jun-03 | Elegance (0907) | 10% | 5% | 7 |
| 30-Jun-03 | Allan (0684) | 5% | 5% | 10 |
| 9-Jul-03 | Tungtex (0518) | 5% | No limit | 7 |
Webb-site.com editor David Webb is an investor in all of the above companies except for Johnson Electric, where he only has an interest in a token 10 shares for the purposes of Project Poll.
So there you go, 6 pioneering companies. From now on, we will only give recognition to companies which fully comply with the recommendations (5% size limit on placings, and 5% discount limit on all issues). So if you run a listed company, and want to joint the elite, just let us know of your decision to fully adopt Project Vampire's recommendations, and we will add you to the "Vampire Pioneers" list to be published in a special section of Webb-site.com in the near future. That list will be capped at the first 50 companies to fully comply.
We continue to urge the Stock Exchange to amend its Listing Rules to include these new standards, which reflect international best practice. That way, investors could be confident that none of the Vampire-compliant companies could change their minds next year, since it would be a breach of the Listing Rules to do so.
© Webb-site.com, 2003
Organisations in this story
- ALLAN INTERNATIONAL HOLDINGS LIMITED
- ARTS OPTICAL INTERNATIONAL HOLDINGS LIMITED
- ELEGANCE OPTICAL INTERNATIONAL HOLDINGS LIMITED
- JOHNSON ELECTRIC HOLDINGS LIMITED
- TECHTRONIC INDUSTRIES COMPANY LIMITED
- TUNGTEX (HOLDINGS) COMPANY LIMITED
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