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I want to talk about share purchases made by BT Group plc (BT.A, 92.5p) Directors and PDMRs on June 1st, namely Ian Livingstone, Tony Chanmugan, Sally Davis, Rod Louwhoff, Gavin Patterson and Al-Noor Ramji, who between them bought over 1/2 million shares at 89p (source: London Stock Exchange)

Warning bells ring as soon as I see this number of directors buying shares all at the same time.

So a close look at the BT Group Annual report 2009 (May 13) reveals the reason as follows:

Page 58: ‘All executive directors and members of the Operating Committee will, immediately after payment, use their annual cash bonus for 2008/2009, after tax, to purcahse shares in the company’.

Page 60: ‘The CEO is required to build up a shareholding of 2x salary and the remaining directors 1.5x salary.’

Looking at the declared cash bonus for Livingstone of 343,000 pounds, netting of 40% tax, gives around 200,000 pounds. Livingstone bought 224,000 shares at 89p on June 1st.

We thoroughly support this requirement to purchase shares, as it aligns the Executive members of the Board and the Operating Committee with shoreholders, but it means that for ‘signals’ generated by directors dealings we need to look at activity by non execs.

Sir Michael Rake, the non executive Chairman, has been buying shares. He bought 12,000 at 166p in September, 20,000 at 127p in November, and 28,000 at 72p in March.

These purchases are relatively small, and have not (yet) been reinforced by activity by other non execs.

Further buying activity by other non execs would send a positive signal.

View on BT Group: Neutral (no signal from directors dealing activity).

See other comments by followthedirectors on BT Group here.

We’ve found that non execs outperform execs by somewhere between 7% and 11% amongst the directors dealing transactions we have observed over the last 18 months. We are unsure as to whether this outperformance is a feature of bear markets, or will continue when share markets are rallying.

Our thesis when we started followthedirectors was that non execs would have a better ‘handle’ on both valuations and the competitive and economic environment due to their involvement in  activities outside the firm on whose board they sit.

A few transactions over the past week where only non execs have been buying shares are worth noting as follows:

Vodafone (VOD, 116p)

announced that on May 22nd that Sir John Bond, the group Chairman, bought 100,000 shares at 116p, taking his holding to 337,000. We looked back at recent history, and found another non exec, Luc Vandevelde, buying 32,500 shares at 120p on March 24th, taking his holding to 72,500 shares.

View on Vodafone : Positive                   Value of directors dealings signal: High/Strong

Eaga (EAGA, 127p)

saw two purchases ny non execs last week, namely Roger Ayland and Malcolm Simpson, who bought 50,000 and 8,000 shares respectively, at around 120p, taking their holdings in the energy efficiency company to 50,000 and 96,000 shares respectively.

View on Eaga : Positive                              Value of directors dealings signal : High/Strong

QinetiQ (QQ., 146p)

last week announced share purchases by non execs Nick Luff and David Lees. Luff bought 20,000 shares at 141p, taking his holding to 70,000 share, and David Lees bought 10,000 shares at just over 144p, taking his holding to 83,000 shares. Back on the 12th of March, the CEO Graham Love had bought 100,000 shares at 141p, pushing his shareholding to over 5 million shares.

Sir John Chisholm, the Executive Chairman, called the top on QinetiQ when he sold 1.5 million shares within 8p of the high, at 220p, on 27th August last year. 

View on QinetiQ: Positive                  Value of directors dealings signal: High/Strong

I’m thinking of taking some profits on 3i (III, 400p) (theoretical ex rights price 250p)

There will be no new news from this private equity group until the Interim Results, which are to be released in July, maybe with the AGM which is on July 8th (company website Financial calendar http://www.3igroup.com)

In reviewing the media on 3i I’ve come across a few ‘soundbites’ which are worth noting:

May 11th in a CNBC interview 3i Group Communication Director Patrick Dunne admitted the rights issue to be opportunistic: ‘we don’t need the money’.

He then went on to say that private equity valuations were ‘not quite at the go-shopping point’ yet. He also suggested that the target return of 20% was ‘being reviewed‘, that the returns ‘would be much more volatile going forward‘.

I was also drawn to a couple of questions in an article by Simon Nixon at the WSJ, also on May 11th: ‘investors need to ask themselves two questions: Has 3i sufficiently written down its existing £8 billion of assets under management, including £4 billion on its own balance sheet? And will future returns be sufficient on a risk-adjusted basis?’

3i shares are up 94% absolute or 74% relative to the market since our comment of February 25th ‘3i – Five of the seven non execs have bought shares in the last month’.

I’ve sold today half my position in the group.

For all followthedirectors comments on 3i click here.

In our analysis we have found non execs to substantially outperform executive directors when it comes to dealing in shares in their own company, to the tune of around 12-15%.

For further information on this see our post of April 2nd: ‘Non execs make better investors- by far’

There are a few recent transactions worth pointing out because they are by non execs only:

Homeserve (HSV, 1337p)

After announcing a proposal to divest of its  UK Emergency Services business this week, non execs Mark Morris and Andrew Sibbald each bought 2000 shares in the group, at 1278p and 1244p respectively, on the 22nd May and the 20th May respectively.

They each now hold 2000 shares.

Genus (GNS, 616p)

The animal breeding group have seen purchases by three non executive directors this week. On Monday the Non executive Chairman John Hawkins bought 1000 shares at 576p, taking his holding to 5100 shares. Mike Buzzacott bought 1000 shares at 578p, taking his holding to 1000 shares.

And on Tuesday Barry Furr bought 5000 shares at 600p, taking his holding to 8000 shares.  There are no imminent financial results due, but there have been bid rumours in Genus in the past. See our post of October 16th ‘Genus breeding positive directors’.

National Grid (NG., 587p)

Three non execs have bought into National Grid shares. Bob Catell, also a Deputy Chairman, bought 10,000 shares in ADR form, investing about 80,000 pounds, and taking his holding to 50,000 shares (May 21st).

On May 14th, John Allan and Philip Aiken paid 580p for shares, Allan buying 5000 and taking his holding to 7000 shares, and Aiken buying 1500 shares and now owning 3500 shares. The Questor article of May 14th is worth reading.

View on the above: all Positive (directors buying)

Strength of Signal:  all Strong (only non execs buying)

On December 19th, with Johnston Press (JPR, 34.25p) at 12 p, prompted by non exec Ian Russell buying 800,000 shares at 12.25p, we wrote (article: “Johnston Press- option money worth spending?”)

“The jury will remain out on Johnston until the half year results in August 2009 at the earliest.  But the shares certainly won’t be trading at 12 1/4p by then. They will either be worth nothing, or above a pound.”

Nothing has happened to change that opinion. The shares have been as low as 5p, and as high as 41.5p.

One piece of news though supports our view, but is really being used as an excuse to write about Johnston Press: Mr Vickers, an Executive Director of Johnston Press,  bought 7843 shares at 25.5p on May 6th, taking his beneficial holding in the group to 97,000 shares.

So peanuts really. But positive not negative.

View on Johnston Press: Positive (no change)

Strength of signal: Weak (no change)

interservelogo300ppiInterserve (ISV, 203p) is a services, maintenance and building group (www.interserve.com).

In May to September 2007, Executive Directors Vyse, Jones and Ringrose exercised a significant volume of options, and sold all the resulting shares at between 496p and 526p.

Vyse has since retired, but Adrian Ringrose (CEO), Tim Jones (CFO) and Steve Dance (Exec Director) in March this year started buying shares 60% cheaper, at between 199p and 213p.

Ringrose bought 23200 shares at 213p taking his holding to 112,000 shares, Jones bought 17228 shares at 200p, taking his holding to 61,000 shares, and Dance bought 13427 shares at 199p, inititating a position. (17th to 30th March 2009- source London Stock Exchange).

They have since been followed by Exec Director Bruce Melizan, who on April 8th bought 13954 shares at 192p, initiating a position, and David Thorpe, a Non Exec, also initiated a position by buying 12793 shares at 194p on April 21st.

Conclusion

That makes all four Executive Directors and one Non Exec buying shares in Interserve. Of course this sounds very convincing, but if we look at the historical performance shown by companies we have monitored since November 2007, not so compelling.

In the seven cases where five directors have bought shares, the average relative performance has been -23%.

In the five cases where four or more executive directors have bought shares, the average relative performance is 0.84%.

Directors in these cases may have been subject to group think‘. Without qualitative analysis (interviewing all the directors) we can’t say whether this is true or not.

So history is against you. Of course the past is no indication of the future !!

View on Interserve: Neutral– could change to positive if we see more non exec purchases.

Value of signal (directors dealings)- Weak

Tomkins (TOMK,151p). this stock has run from 95p in November to above 150p now. So it is interesting to see a PDMR (senior management, but not board level) selling down his holding. Terry O’Halloran has sold 62147 shares at 147.5p, taking his holding to 363,000.

TUI Travel (TT., 255p). Another stock that is up 70% from its November lows. The Commercial Director, Will Waggott, has sold 70,000 shares at 252.27p, only a few pennies shy of where CEO James Long sold all the 828,000 shares he exercised in May 2008. The shares might start to run into a bit of resistance here.

Rotork (ROR, 844p). Carlos Elvira, the Sales and Marketing director, has a track record in his dealings:

13th May 2008, sold Rotork shares at 1146p

24th October 2008, bought Rotork shares at 664p

6th April 2009, sold Rotork shares at 818p

+ Beazley (BEZ, 99p) announced a purchase by Non Executive Chairman Jonathan Agnew of 15,000 shares at 93.77p (April 8th 2009), taking his holding to 213,000 shares. Agnews colleagues Andrew Beazley and Andrew Horton both dipped their toes in the water and bought a negligible number of shares when compared to their existing holdings back in the October slump at around 87-89p. The stock rallied to 130p, and is now back below a pound. If we see more non exec purchases we’ll look to take action.

Tim Bolton Carter, the Investment Director at Rathbone Brothers (RAT, 808p), has made a small purchase of 1000 shares at 758p (March 30th London Stock Exchange). We’ve seen only sales by directors of Rathbones for the last six months, on which we based our negative view.

But this is the first purchase, and may signal a change in sentiment within the group.

We close our negative view on Rathbone Brothers.

Note of September 25th: ‘Rathbone private client managers sell down holdings’. (1060p)

Since then, Rathbones shares have fallen 24%, which is 8% worse than the market.

View on Rathbones: Neutral

Galiform (GFRM, 19p), the UK kitchen builder and joinery company, announced last week (26th March, londonstockexchange.com) that the CEO Matthew Ingle and the CFO Mark Robson had substantially increased their holdings.

Ingle bought 870,000 shares at 15p and 17p, taking his holding to 2.7m shares, and Robson bought 403,000 shares at 17p, taking his holding to 930,000 shares.

Good news?

If you look at historic cases of two non execs and no non execs transacting, the average relative underperformance since the transaction is -8%. If a non exec joins them, then the historic performance jumps to + 16% (followthedirectors analysis of transactions of 350 directors over last 14 months-unpublished).

I got this one completely wrong in April last year, when Robson bought 132,000 shares at 77p. The stock is down 73% since then, a relative underperformance of 33% (see ‘Housebuilders at a standstill, but galiform directors buying’).

It may simply be that Galiform directors, and the share price, are playing catchup with Barratts. We saw Barratt (BDEV, 126p) directors buying shares in November and December. Barratt shares are up 69% absolute or 60% relative since our comment on January 15th: ‘Barratt- look for buying opportunities.’

I see the Galiform directors purchases as reinforcing a positive view for the housebuilding sector overall.

View on Galiform: Positive.

Reiterate Positive view on Barratt Developments.

Signal strength: Weak (would upgrade if we see a non exec buying shares)

Heritage Oil (HOIL 337p) gushed 26¾p to 338p following a positive drilling update from the Kurdistan region of Iraq. It is the first-ever well to be drilled on the Miran licence in the region and testing is anticipated to take up to one month to complete’ (thisismoney.co.uk, market report 25 march 2009)

Oman holdings sold for $28m (Company announcement today April 8th) “This transaction demonstrates Heritage’s strategy of realising value for shareholders within the portfolio” Tony Buckingham, CEO.

In the last couple of weeks we’ve had a positive drilling report, and disposals realising value to be reinvested in core assets, yet Heritage Oil shares are trading at 337p, down a couple of % today. News in the price? Time to take profits?

Heritage Oil are up 33% absolute, and up 79% relative to the FTSE 250 index since our comment on September 21st 2008.

We said then that we had noticed two non exec directors Michael Hibberd and Gregory Turnbull buying 50,000 shares each on 5th September at 215p and 212p respectively.

Hibberd followed this up with a further purchase of 75,000 shares at 182p on September 16th, taking his holding to 300,000 shares. Hibberd must have believed Heritage Oil shares to offer value to invest around 250,000 pounds and almost double his holding.

For full comments on Heritage Oil see September 21st :  ‘Non execs build equity positions in Heritage Oil (HOIL)’

I’m happy to take profits here in light of the positive news, and the stalling share price.

View on Heritage Oil : Neutral

Caveats:

Cazenove comment as reported on FT Alphaville March 25th: ‘At 311p, Heritage is trading at a 23% premium to our core NAV. At these levels, a certain amount of bid speculation and exploration success is priced in. However, given the potential upside from a successful flow test in Kurdistan and the company’s takeover appeal, we remain with our OUTPERFORM recommendation’

Evolution comment as reported by FT Alphaville  on the same day: ‘VALUATION AND RECOMMENDATION – On 3rd March we wrote that we thought Kurdistan was a free option in Heritage’s share price with little downside risk if exploration failed. The downside appears to have been eliminated. Our old target price of 400p included a risked upside of 123p for the Miran structure based on 500m boe of recoverable reserves. Following today’s news we are raising our target price to 500p to reflect the success and the potential upside to our reserves assumption’

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