Are Directors' % shareholding always what they seem?

When checking a founder directors’ level of shareholding in Sharepad I find it isn’t always clear what the true level of beneficial owning may be.

Often there are possible duplicated entries clearly maked with a ‘d’ although I’m not sure why these appear so often. At least I can net these off.

More importantly there can be a significant holding held in, for example, a nominee company which may well involve some form of family beneficial interest but other than guesswork how can I establish if this is indeed the case?

For example, I recently looked at Iomart (IOM) where the founder boss Angus MacSween has recently retired. As a shareholder myself I am interested whether he maintains his level of shareholding as a non-exec or whether he sells down for any reason (which might suggest a lack of faith in new management).

Sharepad shows he currently holds 17m shares (15.57%) in his name. Additionally there is a holding of 15.7m shares (14.25%) in the name of Octopus Investments Nominees. These entries do not appear to be duplicated.

Is it possible to ascertain whether there may be any beneficial interest by a director in such circumstances or is it left to guesswork?

I would have imported the relevant sharepad screen if I knew how to but I’m afraid I don’t. Any help here would be most welcome.

My first new topic so go easy on me please!

Snazzytime

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Hi Peter,

Good question. Generally the annual report small-print will list the 3%-plus holders and indicate whether the directors have any beneficial interest (or similar) through additional entities beyond their personal shareholdings.

Sadly the disclosure rules are such that sometimes only documents from Companies House can untangle who owns exactly how much of these additional entities.

I am pretty sure data compilers do not visit Companies House, so their interpretation of the holding disclosures from RNSs and annual reports can therefore result in the potentially misleading data feeding into SharePad.

Here is the SharePad director holdings chart with the holdings of Mr MacSween and Octopus highlighted:

Looking though SharePad’s news function I found Mr MacSween’s shareholding was last confirmed during October 2020:

So his 17.0 million shares on SharePad is correct.

Searching for ‘Octopus’ in the 2020 IOM annual report brings up only the Octopus Investment shareholding:

The report small-print does not reveal any connection between any director and Octopus, and a quick online search finds Octopus Investments to be a VCT fund manager. So we can conclude Octopus is separate from Mr MacSween.

Note that the annual report shows Mr MacSween with the aforementioned 17.0 million shares, but Octopus with 15.7 million. That holding matches that shown by SharePad, but not the IOM website (with 15.1 million as of 26 May 2020):

So there is some reporting inconsistency here with Octopus (with SharePad and the annual report saying Octopus owns 15.7 million shares as of 26 May 2020). Although Mr MacSween’s holding shown on the IOM website does match with SharePad.

Overall, interpreting shareholdings can often be difficult and sometimes you will never know exactly how much a wider family shareholding owns without asking the company. I had to do that with Daejan several years ago. Even now I am not exactly sure how much of one of my shares (S & U) the controlling family own (the annual report says only the family have a ‘majority’ holding)!

Hope that was of some help!

Maynard

PS: This topic explains how to import images alongside other forum tips.

hi Maynard

Many thanks for your extremely helpful reply.

By the way my portfolio includes several with chunky family / owner shareholdings (including S&U) so this is a common theme for me as I know it is for you.

Peter

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