Christine Seib
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After the fireworks in the City over Bradford & Bingley's bungled capital-raising, the presence of 22 black-suited security guards at yesterday's gathering of B&B shareholders suggested that the bank was expecting trouble.
In the event, only 56 shareholders made it to the outskirts of Sheffield for the meeting to hear a message from management almost as downcast as the drizzle outside.
Three of the B&B board members were missing from the line-up on the stage. A speech from Rod Kent, the chairman, and three fairly reasoned questions from the floor later, the EGM was over.
The run-up to the Sheffield Arena meeting had been rocky, Mr Kent admitted, but it had not been a shambles.
“A shambles,” he said, “is unfair because that implies incompetence.”
Peter Hepworth, a shareholder and retired stockbroker, begged to differ. “Shareholders are losing faith in the way the company's being managed,” he said.
“I still feel that the directors have taken far too much out of the company, run it very poorly and they're not big shareholders so they haven't suffered like us.”
Mr Hepworth was not lacking evidence to back his case.
B&B said in April that it was not considering a rights issue, only to announce a £300 million capital-raising three weeks later.
The bank's outdated reporting systems meant that it was surprised by a sudden surge in mortgage arrears and a drop in mortgage redemptions, which sent the rights issue under water.
Forced to rejig the cash call, B&B's board then rode roughshod over the principle of pre-emption rights by bringing in TPG Capital, the American private equity firm, as an investor, with just £258 million to come from shareholders.
Next, B&B rejected a rival proposal from Resolution, backed by the bank's four biggest shareholders, only for TPG to pull out of the deal three weeks later when B&B was downgraded by Moody's.
With no major investor, B&B announced its third attempt at a capital-raising, this time with its four big shareholders, plus the rest of Britain's high street banks, backing a £400 million rights issue.
Mr Kent admitted that it appeared that the board had made many blunders. “We've had quite a few distractions on the way,” he said. “We're in unusually turbulent times and sometimes you need a bit of luck in business and sometimes you don't get it.”
However, he told investors they could comfort themselves with the knowledge that B&B's executives were unlikely to receive a bonus this year.
If the board was in any doubt that it was going to be a tough year, Guy Jubb, head of corporate governance in Standard Life's investment business, was at the EGM to remind them.
In a rare public appearance by a fund manager, Mr Jubb demanded that the board respect shareholders' rights to participate in capital-raisings in future and gave warning that he would hold it to account if the share price did not come back from its current 54p.
Standard Life is one of the four fund managers backing the 55p-a-share rights issue, with Legal & General, Prudential and Insight Investment.
“We look to your board to take steps to restore the value to our clients' shareholdings in B&B,” Mr Jubb said.
Despite their misgivings, B&B shareholders, including 930,000 retail investors, voted for the rights issue with a 93 per cent majority. The bank will not know how many decide to take up their shares until August 15.
Until then, Mr Kent will concentrate on seeking a chief executive to succeed Steven Crawshaw, who stepped down because of ill-health just as the troubles at B&B began to multiply.
The bank has interviewed a number of candidates, but is not thought to have settled on a shortlist.
Mr Kent, who is acting as executive chairman, is expected to leave the board soon after a chief is found.
Yesterday, the veteran banker was clear that he had no desire to prolong his hands-on role. He said: “This isn't a career move for me, it's not what I'm going to do permanently ... I'm not clinging on to office, I have no need to do that.”
Mr Kent said that PricewaterhouseCoopers, the accounting firm, had spent the past three weeks improving the bank's IT systems so that it does not receive further trading shocks.
The chairman was gloomy over the housing market, agreeing with a forecast by the rival HBOS of a 9 per cent fall in house prices this year. “We don't have rose-tinted specs on,” he said.
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With an attendance of only 56 shareholders at such an important meeting then it seems to me that both the incompetent board of directors and the apathetic shareholders deserve each other.
John Bull, England,