FT : Activist hedge funds launch fight for right to pay bonuses

Activist hedge funds are fighting for the right to pay bonuses to directors that they place on corporate boards.
This comes as 33 US companies have amended their bylaws to disqualify any directors that receive payment from outsiders, in the hope of deterring attacks by activist investors such as Carl Icahn, Bill Ackman and Daniel Loeb.

The bans have raised the ire not just of activists but of institutional shareholders, many of whom are sceptical about the motives of the activists but who want to retain the right to choose directors for themselves.
Prominent activists vow they will not back down, and are canvassing support among shareholders and their advisers.
Mr Icahn dismissed concerns that directors paid by activist shareholders would have incentives to act in their own interests rather than those of the company as a whole.
“Why is it all right for a company to give directors free access to planes and hundreds of thousands in board fees and all kinds of perks, yet if I find a Nobel prizewinner who is going to really help a company it is not all right for me as a holder of a lot of stock to give him a share in my profits?” he said.
Existing board directors are just as likely to act against shareholder interests, Mr Icahn added, for example by opposing a takeover of the company.
“If you give a director hundreds of thousands in board fees a meeting and all kinds of perks, he doesn’t have a lot of incentive to see that come to an end.”
Lawyers who defend companies against activist attacks have been pushing the idea of a payments ban this year, and companies including Halliburton, McGraw Hill Financial, Marathon Oil and Wynn Resorts have already amended their bylaws, according to the corporate governance advisory firm Institutional Shareholder Services.
But another activist fund, Jana Partners, argues that existing board directors have often built up substantial shareholdings and stock options, so activists’ nominees would only be compensated in line with other directors.
When Jana nominated directors to the board of fertiliser company Agrium earlier this year, it proposed paying them bonuses based on the company’s performance over the coming years. Elliott Management proposed similar payments to its nominees to the board of Hess, the energy company. Both plans proved controversial: Jana’s nominees lost; Elliott withdrew the scheme.
“Our only real constituency is shareholders,” said Charles Penner, partner at Jana. “If we can convince them that we have a structure that works, then we can get there.”
In November, the organisation advised voting against the re-election of board members at Provident Financial. The California bank had adopted a version of the payment ban that would even have prevented activists from paying a one-off fee to nominees for agreeing to stand for election, currently a widespread practice.
Chris Cernich, director of proxy fight research at ISS, said: “Whether investors are for or against Hess-like compensation, they are unified they want to be able to decide for themselves.”

(Telegraph) Burberry and Sainsbury’s in spotlight as possible takeover targets f

Burberry and Sainsbury’s in spotlight as possible takeover targets for next year

Investment bank UBS chooses its top picks for takeovers in 2014

Top British companies such as Burberry, J Sainsbury and Chemring have been tipped as takeover targets next year by investment bank UBS.
British companies feature prominently on the UBS analysts’ list. Of the 27 European companies the bank identifies, 13 are British.
Burberry has been subject to takeover speculation since the departure of chief executive Angela Ahrendts was announced, wiping nearly £536m off the company’s value in October. Luxury goods conglomerate LVMH has been tipped previously as a likely suitor, as it could add Burberry’s fashion ranges to its roster of brands.
Sainsbury’s has reclaimed its spot as the UK’s second-biggest grocery retailer, but that hasn’t prevented it from being added to the list of takeover targets. The Qatari investment fund that already owns a 26pc share has repeatedly been tipped to make a return offer after abandoning a £10.6bn bid in 2007.
Meanwhile, UBS thinks 2014 might also be the year for British defence and aerospace equipment maker Chemring. US private equity group Carlyle walked away from takeover plans in November 2012, leaving investors to label the defence company “a mess”.
Despite a boost from the $130bn (£83.6bn) sale of Vodafone’s Verizon Wireless stake, deals involving UK companies fell by 6pc in 2013 compared to the previous year, according to Thomson Reuters data.
“Announced levels of activity have continued to be modest, even into the fourth quarter,” Jonathan Rowley, head of M&A for Europe, Middle East and Africa at UBS, told The Daily Telegraph.
“But there are signs of a strengthening market as companies are having more real corporate boardroom discussions focusing on executing deals, rather than being at an ideas stage.”
UBS analysts included Virgin Media in their watch list last year and three months later the telecoms company fell prey to a £15.5bn takeover by US cable giant Liberty Global. Chemicals company Croda, publishing group Informa, engineering firm MAN and postal firm TNT Express have been included on this year’s list after no successful deals materialised last year.
“The TMT (telecoms, media and technology) sector has been very active this past year and will continue to be so, while the financial sector has been quiet for M&A and is likely to remain so while banks improve their financial position.
“The industrial sector has been disproportionately quiet and that’s an area that may see a pick-up in activity levels,” Mr Rowley added.
Revived speculation around fund manager Man Group is echoed by its inclusion in the watch list. Go-Ahead Group, British recruiting firm SThree, Thomson holiday owner TUI Travel and precision engineering firm Renishaw also make UBS’s M&A watch list.

>>> Premier Foods bread unit attracts three investors but full sale unlikely

Premier Foods bread unit attracts three investors but full sale unlikely

Three bidders remain for Premier Foods’ bread business, according to City sources cited in a report on The Grocer website. The sources said the private equity houses PAI Partners, Sun Capital and Gores Group are still vying to invest in the bread operation, which includes the Hovis brand.

Premier had originally hoped to find an investor to acquire the bread business, but the sale process failed, the item reported. It said some prospective bidders had been deterred by the uncertain future of the business, as well as the investment necessary to make requisite improvements. Grupo Bimbo is believed to have been among interested parties that were deterred by the level of investment required for modernisation of Premier’s bakeries, the item reported.

Premier is now looking at ways it can improve the bread unit’s profitability, including changing over to a spoke-and-hub model of distribution, the report said. It added that Ondra Partners has been tasked with seeking a buyer for a stake which would give the bread unit a valuation around the GBP 150m (EUR 180m) mark. The operation could end up separated from Premier into a standalone entity or a joint venture, the report said.

Source The Grocer

>>> Corio NV Sells 4 properties in France for €104M

Corio NV Sells 4 properties in France for €104M
- The disposals concern Quais d'Ivry in Paris (GLA 32,500 m2), La Grande Porte in Montreuil (GLA 6,200 m2), La Mayenne in Laval (GLA 7,200 m2) and Galerie de L'Espace du Palais in Rouen (GLA 9,400 m2). The selling price is approximately 6% below the book value of 30 June 2013.

(Barron's) Why Coke Could Regain Its Fizz

Why Coke Could Regain Its Fizz

A revival in earnings and steady dividend growth could pique investor interest in the year ahead. A 3.6% yield, based on the current share price, by 2016.

    Coca-Cola shares should sparkle in 2014 after two years of glass-half-empty returns. Since the start of 2012, they've gained just 23%, versus 46% for the Standard & Poor's 500 index. The underperformance has left a typically expensive stock looking affordable. At the same time, a recent slow patch for Coke profits is likely to give way to faster growth. The shares (ticker: KO), recently $40, could rise 20% or more over the next year.
    Coke is the world's largest beverage company, selling 1.8 billion servings a day in 200 countries. Beyond its namesake cola, drinks include Sprite and Fanta sodas, Minute Maid juices, Dasani water, and hundreds of regional labels; 16 of the company's more that 500 brands generate yearly sales of more than $1 billion.
    The world's largest beverage company, Coke has more than 500 brands -- 16 of them with $1 billion-plus in sales.
    Chiefly, Coke sells syrup to hundreds of bottling partners worldwide. And while its key cola recipe is closely guarded, its recipe for investor returns is well known on Wall Street: Turn 3% to 4% yearly volume growth into 5% to 6% revenue growth and earnings-per-share growth in the high-single digits.
    Recently, Coke has fallen short of that algorithm. During the first three quarters of 2013, volume grew just 2%; revenue slipped 2%; and earnings per share rose just 4%, excluding one-time items. Investors seem to fear that more than a century of stunning sales success has finally caught up with Coke.
    AMERICANS NOW CONSUME more than 400 servings of Coke's beverages per year. But regulators are keen to cut soda consumption in an effort to reduce obesity and health costs. For example, Mexico, which out-consumes the U.S. when it comes to soft drinks per person, last month passed a tax of one peso (about eight cents) per liter on sugary beverages.
    Much of Coke's recent volume weakness can be traced to temporary factors that should abate next year. The first half of 2013 brought wet, cold weather to North America, where Coke increased its exposure in 2010 with the purchase of the North American operations of bottler Coca-Cola Enterprises (CCE). Pepsi responded to the weak conditions by ramping up spending on advertising and both companies have resorted to price cuts. Meanwhile, volume growth in Brazil and China has slowed, along with their economic growth.
    Next year, Brazil's thirst will get a boost from its hosting of the soccer World Cup. And Coke and Pepsi will likely return to the rational pricing of the past nine years, rather than this year's blip of aggressive pricing, according to Janney Capital Markets analyst Jonathan Feeney, who initiated coverage of Coke this month with a Buy rating and a $52 fair-value estimate. China should pick up, too, but the key for long-term investors, according to Feeney, is to focus on the big picture: 700 million people worldwide will join the middle class by 2020, leading soft-drink sales to double over 10 to 15 years. And the bottling infrastructure to serve them has already been built.
    For all of 2013, Wall Street expects Coke's revenue to slip 2%, to $47.3 billion, with earnings per share rising just 4%, to $2.09. Starting next year, things are expected to pick up, with a 3% revenue gain driving a 7% rise in earnings per share, to $2.22. The 2015 forecasts calls for even faster growth.
    Enlarge Image
    Coke's share price of $40 implies just 2.3% compounded-yearly growth in earnings before interest and taxes through 2020, about four percentage points below the company's long-term pace, according to RBC Capital Markets analyst Nik Modi, who initiated coverage of the stock last month with an Outperform rating and a one-year price target of $50. He thinks 6% Ebit growth looks more likely. As for Mexico's tax, the good news for Coke is that it fetches higher prices there than Pepsi does, so it will need a smaller price hike in percentage terms to offset the tax. Modi predicts that Coke's Mexican revenues will rise next year, despite the tax, based on the company's experience with a similar levy in France last year.
    Earlier this month, Coke announced that it will fold its North American bottling operations into its international bottling group. That gives it the opportunity to ultimately spin off the whole group, which would raise profit margins and unlock a higher valuation for the stock, according to Wells Fargo analyst Bonnie Herzog. Next year, Coke could also get a boost from the launch of a diet soda based on a next-generation sweetener made from stevia, a plant. Its last big diet-soda launch, Coke Zero, eight years ago, spurred growth in a weak category. And Coke Zero, like Diet Coke, is sweetened with aspartame. A new stevia soda could appeal to Whole Foods types who've shunned aspartame drinks entirely.
    The Bottom Line
    After two slack years, Coke shares could sparkle in 2014, as earnings growth revives. The shares, which yield 2.8%, could rise 20% or more.
    Coke shares trade at 18 times next year's earnings forecast, a 4% premium to Pepsi. At times over the past five years, that premium has stretched beyond 20%. Coke yields 2.8%, and Pepsi, 2.7%.
    As Coke's growth quickens over the next year, investors could be willing to once again pay a bigger premium for its shares. At $48, up 20% from today's level, the stock would trade at just under 20 times projected 2015 earnings.
    Investors can also look forward to healthy dividend growth. Coke's yearly payment of $1.12 per share is expected to hit $1.42 in three years. That's 3.6% of the stock's recent price.

    (ZH) The Shale Oil Party Is Ending, Phibro's Andy Hall Warns

    The Shale Oil Party Is Ending, Phibro's Andy Hall Warns
    Phibro's (currently Astenback Capital Management) Andy Hall knows a thing or two about the oil market - and even if he doesn't (and it was all luck), his views are sufficiently respected to influence the industrial groupthink. Which is why for anyone interested in where one of the foremost oil market movers sees oil supply over the next decade, here are his full thoughts from his latest letter to Astenback investors. Of particular note: Hall's warning to all the shale oil optimists: "According to the DOE data, for Bakken and Eagle Ford the legacy well decline rate has been running at either side of 6.5 per cent per month... Production from new wells has been running at about 90,000 bpd per month per field meaning net growth in production is 25,000 bpd per month. It will become smaller as output grows and that’s why ceteris paribus growth in output for both fields will continue to slow over the coming years. When all the easily drillable sites are exhausted – at the latest sometime shortly after 2020 – production from these two fields will decline."
    From Astenback Capital Management

    Oil Supply
    The speed with which an interim agreement was reached with Iran was unexpected. Equally unexpected was the immediate relaxation of sanctions relating to access to banking and insurance coverage. This will potentially result in an increase in Iranian exports of perhaps 400,000 bpd. Beyond that it is hard to predict what might happen. The next set of negotiations will certainly be much more difficult. The fundamental differences of view that were papered over in the recent talks need to be fully resolved and that will be extremely difficult to do. Also, Iran's physical capacity to export much more additional oil is in doubt because its aging oil fields have been starved of investment.
    As to Libya, it seems unlikely that things will get better there anytime soon. The unrest and political discontent seems to be worsening. Whilst some oil exports are likely to resume – particularly from the western part of the country (Tripolitania), overall levels of oil exports from Libya in 2014 will be well below those of 2013.
    Iraqi exports should rise by about 300,000 bpd in 2014 as new export facilities come into operation. But there is a meaningful risk of interruptions due to the sectarian strife in Iraq that increasingly borders on civil war. Saudi Arabia's displeasure at the West's quasi rapprochement with Iran is likely to add fuel to the fire in the Sunni-Shia fight for supremacy throughout the region.
    If gains in 2014 of exports from Iran are assumed to offset losses from Libya, potential net additional exports from OPEC would amount to whatever increment materializes from Iraq. Saudi Arabia has been pumping oil at close to its practical (if not hypothetical) maximum capacity of 10.5 million bpd for much of 2013. It could therefore easily accommodate any additional output from Iraq in order to maintain a Brent price of $100 – assuming it wants to do so and that it becomes necessary to do so. Still, $100 is meaningfully lower than $110+ which is where the benchmark grade has on average been trading for the past three years.
    So much for OPEC, what about non-OPEC supply? Most forecasters predict this to grow by about 1.4 million bpd with the largest contribution – about 1.1 million bpd – coming from the U.S. and Canada and the balance primarily from Brazil and Kazakhstan. Brazil's oil production has been forecast to grow every year for the past four or five years and each time it has disappointed. Indeed Petrobras has struggled to prevent output declining. Perhaps 2014 is the year they finally turn things around but also, perhaps not. The Kashagan field in Kazakhstan briefly came on stream last September – almost a decade behind schedule. It was shut down again almost immediately because of technical problems. The assumption is that the consortium of companies operating the field will finally achieve full production in 2014.
    Canada's contribution to supply growth is perhaps the most predictable as it comes from additions to tar sands capacity whose technology is tried and tested. Provided planned production additions come on stream according to schedule in 2014, these should amount to about 200,000 bpd.
    Most forecasters expect the U.S. to add 900,000 bpd to oil supplies in 2014, largely driven by the continuing boom in shale oil. That would be lower than the increment seen this year or in 2012 but market sentiment seems to be discounting a surprise to the upside. As mentioned above, many companies have been creating a stir with talk of exciting new prospects beyond Bakken and Eagle Ford which so far have accounted for nearly all the growth in shale oil production. Indeed at first blush there seem to be so many potential prospects it is hard to keep track of them all. Even within the Bakken and Eagle Ford, talk of down-spacing, faster well completions through pad drilling and "super wells" with very high initial rates of production resulting from the use of new completion techniques have created an impression of a cornucopia of unending growth and that impression weighs on forward WTI prices.
    But part of what is going on here is the industry's desire to maintain a level of buzz consistent with rising equity valuations and capital inflows to the sector.
    The hot play now is one of the oldest in America; the Permian basin. A handful of companies with large acreage in the region are making very optimistic assessments of their prospects there. These are based on making long term projections based on a few months’ production data from a handful of wells. We wonder whether data gets cherry picked for investor presentations. We hear about the great wells but not about the disappointing ones. Furthermore, many companies are pointing to higher initial rates of production without taking into account the higher depletion rates which go hand in hand with these higher start-up rates. EOG, the biggest and the best of the shale oil players recently asserted that the Permian – a play in which it is actively investing – will be much more difficult to develop than were either the Bakken or Eagle Ford. EOG figures horizontal oil wells in the Permian have productivity little more than a third of those in Eagle Ford. EOG has further stated on various occasions that the rapid growth in shale oil production is already behind us.
    In part this is simple math. The DOE recently started publishing short term production forecasts for each of the major shale plays. They project monthly production increments based on rig counts and observed rig productivity (new wells per rig per month multiplied by production per rig) and subtracting from it the decline in production from legacy wells. According to the DOE data, for Bakken and Eagle Ford the legacy well decline rate has been running at either side of 6.5 per cent per month. When these fields were each producing 500,000 bpd that legacy decline therefore amounted to 33,000 bpd per month per field. With both fields now producing 1 million bpd the legacy decline is 65,000 bpd per month. Production from new wells has been running at about 90,000 bpd per month per field meaning net growth in production is 25,000 bpd per month. It will become smaller as output grows and that’s why ceteris paribus growth in output for both fields will continue to slow over the coming years. When all the easily drillable sites are exhausted – at the latest sometime shortly after 2020 – production from these two fields will decline.
    Others have made the same analysis. A couple of weeks ago the IEA expressed concern that shale oil euphoria was discouraging investment in longer term projects elsewhere in the world that will be needed to sustain supply when U.S. shale oil production starts to decline.
    Decelerating shale oil production growth is also reflected in the forecasts of independent analysts ITG. They have undertaken the most thorough analysis of U.S. shale plays and use a rigorous and granular approach in forecasting future shale and non-shale oil production in the U.S. Of course their forecast like any other is dependent on the underlying assumptions. But ITG can hardly be branded shale oil skeptics – to the contrary. Yet their forecast for U.S. production growth also calls for a dramatic slowing in the rate of growth. Their most recent forecast is for U.S. production excluding Alaska to grow by about 700,000 bpd in 2014. With Alaskan production continuing to decline, that implies growth of under 700,000 bpd in overall U.S. oil production, or 200,000 bpd less than consensus.
    The final element of supply is represented by the change in inventory levels. The major OECD countries will end 2013 with oil inventories some 100 million barrels lower than they were at the beginning of the year. That stock drawdown is equivalent to nearly 300,000 bpd of supply that will not be available in 2014. Data outside the OECD countries is notoriously sparse but the evidence strongly suggests there was also massive destocking in China during 2013.

    (BFW) *POLISH REGULATOR SAYS TO RULE ON PKO-NORDEA TAKEOVER BY END-1Q

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    BN 12/30 10:15 *POLISH FINANCIAL MKTS REGULATOR JAKUBIAK SPEAKS IN WARSAW BN 12/30 10:14 *POLISH REGULATOR SAYS TO RULE ON PKO-NORDEA TAKEOVER BY END-1Q

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    *POLISH REGULATOR SAYS TO RULE ON PKO-NORDEA TAKEOVER BY END-1Q 2013-12-30 10:14:55.526 GMT

    --DEBORAH HYDE

    -0- Dec/30/2013 10:14 GMT

    (BFW) Dana Petroleum Signs Two Exploration Agreements W/ Egyptian Govt

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    Dana Petroleum Signs Two Exploration Agreements W/ Egyptian Govt 2013-12-30 10:05:52.524 GMT

    By Ola Galal Dec. 30 (Bloomberg) -- Dana commits to min. investments of $24m, Oil Ministry says in e-mailed statement. * Co. to drill 4 wells in Western Desert * Agreement stipulates signing bonus of $1m * NOTE: Egypt has signed 20 exploration agreements w/ intl companies w/ total min. investments of ~$698m and $120.5m in signing bonuses to drill 107 wells

    For Related News and Information: First Word scrolling panel: FIRST<GO> First Word newswire: NH BFW<GO>

    To contact the reporter on this story: Ola Galal in Cairo at +20-461-8561 or ogalal@bloomberg.net

    To contact the editor responsible for this story: Stephen Voss at +44-20-7073-3520 or sev@bloomberg.net

    (BFW) Faurecia Says Bond Conversion Allows EU205M Debt Reduction

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    ONE 12/30 09:27 FAURECIA: Successful early redemption of the OCEANE due January 1, 2015 BN 12/30 09:28 *FAURECIA: CONVERSION ALLOWS DEBT REDUCTION OF ABOUT EU205M BN 12/30 09:28 *FAURECIA: BONDHOLDER CONVERSION NEARLY UNANIMOUS BN 12/30 09:27 *FAURECIA: SUCCESSFUL EARLY REDEMPTION OF OCEANE DUE JAN. 1, '15

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    Faurecia Says Bond Conversion Allows EU205M Debt Reduction 2013-12-30 09:33:38.556 GMT

    By David Whitehouse Dec. 30 (Bloomberg) -- Co. says holders of convertible bonds sold Nov. 26, 2009 and due Jan. 1, 2015 opted nearly unanimously for conversion into shares. * 99.83% of the bonds will be converted into 11,736,190 new Faurecia shares.

    Link to Statement:{NSN MYM4XF3PR6RK <GO>} Link to Company News:{EO FP <Equity> CN <GO>}

    For Related News and Information: First Word scrolling panel: {FIRST<GO>} First Word newswire: {NH BFW<GO>}

    To contact the editor responsible for this story: David Whitehouse at +33-1-5365-5059 or dwhitehouse1@bloomberg.net

    >>> What you can trade on the next few days....

    30/12:
    Germany : Half day

    31/12
    Closed : Austria, Czech Republic, Denmark, Finland, Germany, Hungary, Ireland, Italy, Norway, Russia, Sweeden, Switzerland
    Half Day : Belgium, France, Netherlands, Portugal, South Africa, Spain, UK

    02/01
    Closed : Russia, Switzerland

    03/01
    Closed : Russia
    Half Day : Sweden

    06/01
    Closed : Austria, Cyprus, Finland, Greece, Poland, Sweden,