Why This Controversial Investment Trust Deal Has Riled Key Shareholders - podcast episode cover

Why This Controversial Investment Trust Deal Has Riled Key Shareholders

Nov 21, 202527 min
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Episode description

In this week’s Merryn Talks Money market wrap, Merryn Somerset Webb and John Stepek sit down with Chris Clothier, Co-CIO of CGAM to discuss the proposed merger of two of the largest infrastructure investment trusts on the London market, HICL Infrastructure Company and The Renewables Infrastructure Group (TRIG). Fund managers at CGAM are "appalled" by the proposal. Clothier sits down with our usual hosts to explain why and what investors can do about it. The trio also talk about the upcoming budget and the collapse in central London house prices.

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Transcript

Speaker 1

Bloomberg Audio Studios, Podcasts, Radio News. Welcome to the Marin Dogs Money Market Wrap, when we talk about the biggest moves in the market this week and what is driving them. I'm Arin zum stepweb editor Allows with Bloomberg UK Wealth, and.

Speaker 2

I'm joined Stepbeg, Senior Report an author of the Money Distilled newsletter.

Speaker 1

Okay, now, John, for this week's chat. You suggested inviting a guest who has come into the London studio. We don't do this very often because of course John and I are so expert we can talk about it absolutely anything anytime, but we do know that a lot of our listeners are very interested in investing in investment trust. There's a big story there this week. So John, who have you asked on.

Speaker 2

Advised on the one focus Cloudier of capital getting asset management and I had sort of chatted to Curse the earlier this week about this particular deal, and I think it's probably the reason what we see the UKs are not overly enthusiastic about the prospect once we got to explain what the actual deal is fast.

Speaker 1

Yes, absolutely, and we will just as it started to this that there's a lot of activity in the Investment Trust SECTORHYTHM. I'm down and aul lot of discussion about activity. So this is about one specific deal, but there is a lot going on. So over to you, Chris, tell us about this deal and why you are so appalled by it to use your own language.

Speaker 3

Thanks very much, Marion, Thank you John for having me on. Really appreciate it. And yes, indeed, appalled was the word that we chose to use in our letter to the Chairman, which we also made public earlier in the week. So what's going on here is that there are two infrastructure investment trusts. The first is HICKEL, which has been on the market since two thousand and six. It's a well

loved core infrastructure fund. And then there is a second, which is a trig or, the Renewables Infrastructure Group, which as the name suggests, invests in renewables infrastructure. And now they're both managed by the same fund manager, Infrared Partners, and they have proposed merging the two vehicles together.

Speaker 2

And just to double JC when you see core infrastructure, Chris for heckle, what do you mean by that?

Speaker 3

So HICKEL owns things like PFI contracts, so hospitals, schools, it owns toll roads, it has an investment in the water sector, which is perhaps not everybody's cup of tea. It owns HS one, which is the high speed rail concession. Those sorts of assets I saw.

Speaker 2

It's completely definite set of ices. So you're talking about lots of yes, core stuff. And then what they're doing is an emerging with this company that basically owns wind farms and sol panels.

Speaker 3

Are wind farms, solar and increasingly some exposure to battery storage and both in the UK and overseas.

Speaker 1

Yeah, that's correct, Cool, okay, And we should start by before we move on to the meursur itself and explaining, if you wouln't mind, Christ why these trusts have both been trading on fairly hefty discounts. Sure, but of course there's the problem.

Speaker 3

Indeed. Indeed, so the first thing to say is that these vehicles are all to some extent bond proxies, and so as interest rates have risen, so we've seen the net present value of the cash flows associated with these

trusts fall and therefore the prices have fallen. Then, in addition to which is I'm sure you guys have talked about lots on the show you know, the investment trust sector has been somewhat out of favor, and fundamentally you've just got more sellers than buyers, and that pushes down prices. And of course, unlike an open ended fund, where you know, units are created and redeemed and therefore supply naturally meets demand, that the supply of shares in the investment trust sector

is at least in the short term fixed. So that explains the kind of general malaise. But on top of that, renewable infrastructure funds have been really badly hit over the last couple of years, and then over the last few weeks. Why is that. Well, in the first instance, shortly after the invasion of Ukraine, the government put in place an

extraordinary profit levy which hit renewable power generators particularly hard. Then, more generally, there have been concerns that these vehicles may have overstated their assets because a number of them have had assets for sale and have not been able to realize assets and anything approaching the book values of them. And then finally, in the last couple of weeks we've seen these proposals floated by the government to retrospectively change

the subsidy regime. And relating to renewable infrastructure here in the UK, and obviously that's just made matters worse. And then, of course the final thing is just that there's a Investors have come to realize that the cash flows associated with core infrastructure are really pretty predictable and so you can have a much greater confidence in those. Conversely, with

the renewables funds we've seen. Obviously, they are affected by the power price, and they're affected by variation in wind speed and all of these other things, and so investors I think have come to realize that they are a less certain proposition and therefore require a higher discount rate.

Speaker 1

Okay, so from what you say already, I think John and I are both thinking, well, why would you merge these two things?

Speaker 3

I would have to agree with you there, but I mean, I'd like to be clear. So we came public, and since we've come public, we have heard from I mean literally dozens of investors, both institutional investors and private investors who all share our concerns. And essentially, if I were going to summarize them, I guess i'd say the following. The first is that, look, some people may differ in

their assessment of renewable infrastructure, and that's absolutely fine. And if they want to buy infrastructure, renewable infrastructure, there are plenty of vehicles that they can go and buy. Some people, by contrast, and we would include ourselves in this, prefer core infrastructure. And they own Hickel. And what the investors are absolutely spitting about is that all of a sudden they are being forced by the board through their ownership

of Hickel, to buy renewable infrastructure. And they say, if I had wanted to own it, I would have bought it, and I bought something else instead. So that's the first big problem. The second big problem is that because of these issues in the renewable infrastructure space, it was trading on a much wider discount. Trigg was trading on a

much wider discount than Hickel. So a close of business on Friday afternoon, Hickel was trading on about a twenty two percent discount to its then nav and Trigg was trading on about a thirty three So there's sort of an eleven percent difference. And I guess you could say that that's the market's best estimate of the difference in hardness, if you will, of their respective NAV, so investors were saying they had much more confidence in the NAV of Hickel,

much lower confidence in the NAV of Trigg. But the deal has been structured on an NAV for NAV basis, and so what that means is that not only are investors being forced into buying a set of assets that they don't want because it's being struck on an NAV for NAV basis, they're effectively paying a higher price than the prevailing market price before this deal was announced.

Speaker 2

Yes, I mean, why not just buy it in the open market, you know, it's kind of it seems a bit o white.

Speaker 3

And I mean, I'm afraid it gets even worse than that, which is that the Trig shareholders are being offered a cash out at a ten percent discount for some of their stake. So actually that means that the effective price that Hickel shareholders is even higher. And you know, alternatively, Hickel shareholders aren't being offered any cash out at any price under the term.

Speaker 1

So there's no out for Hickel shareholders, but there isn't out for Trig shareholders. At a ten percent discount to NYAVY, that's a great deal for them, absolutely, if it was initially on a thirty four percent, so shareholders and TRIG will be pleased. They might not get out in their entirety, but they'll get out of some of their horrible holding at a ten percent discount, and the rest will be

folded into a superior truck. Correct, This is pretty good for Trig shareholders, assuming they don't mind holding the assets inside hickelds.

Speaker 3

That's a fair comment, and so you know, obviously, if I were a Trig shareholder, I'd be reasonably delighted, although I would note that the difference in share price movements since the deal was announced is quite asymmetric. So the share price of Hickel when I last checked was down seven percent from the undisturbed price, but the TRIG share price was only up too, so in aggregate, this deal has destroyed value. But actually you're right. I had an

email from a client a couple of days ago. I asked him if he was involved in the transaction, and he replied saying, for my sins, we only own Trig, and we're completely delighted because it seems like we're being bailed out at the expense of Hickel share and I'm afraid I have to agree with him, and I was impressed with his honesty.

Speaker 1

Yes, okay, So why do you think this is happening? I mean, the suspicion is that this is just good for the advisor because they have both trusts, so they got to hang onto the assets and neither of these trusts end up going anywhere else or being brought out or merged into another trust out with their organization, so it makes sense for them.

Speaker 3

Yeah, And I mean, and particularly in relation to that, so, Trigg made a promise that they would hold a continuation vote if the trust traded on a discount. You know, I forget what the number was. I think it was maybe if it averaged a wider than a ten discount over twelve month period or whatever it was. And that continuation vote is almost certain to be triggered next year.

And so you know, if you were a cynic, you would say that this transaction means that they can avoid that continuation vote taking place, where given I guess the very large discount that it was trading on prior to this announcement, you would think there was a good chance that that continuation vote would fail.

Speaker 1

Yeah. So, and for Red Capital Partners, who have both of these trusts now will effectively keep the majority of the assets in both of them. Yes, well they may well not have otherwise.

Speaker 3

Indeed, and you know, admittedly they have made some concessions around management fees, but they're pretty modest and so in the grand scheme of things, Yeah, I think it's a good deal for Infrared.

Speaker 2

Of interesting to see someone's listening to this and the rain shields in Hickel. What or check for that mate? What can they do to stop the deal going through? Or presumably this is all going to a vote at some points that come up in December, and I think that correct.

Speaker 3

Yeah, so so you know, we've not the documents haven't been published yet, but certainly according to management, the vote we'll be coming up in December. Look, our advice would be first thing to do for any shareholder, and this is just as true for institutional shareholders as it is for retail shareholders, is to get in touch with the board of Hickel. You can find their email address on the Hickel website. And if you tell them that you

don't like the deal. By the way, you know, it goes without saying that being shareholders is a democratic activity. If you like the deal. You should also get in touch with them as well and tell them about that. I would hate to, as it were, be told that there were some silent majority that wasn't being listened to in all of this. It's really easy at times like this, both as institutional and as retail shareholders, to feel that you're you know that you're very small, and that your

voice doesn't count. And what we are trying to do is gather together a group of like minded shareholders who feel the same way about this and make sure that the board are really hearing our voices loud and clear. So we would love to hear from you. And again, even if you like the deal, we'd love to hear from you as well.

Speaker 1

That's it. There may be a lot of people who love this deal outside trick shareholders. There maybe others who are perfectly happy these trust to be fulled together.

Speaker 3

I mean, you're absolutely right, there may be Mariren. We have been actively speaking to retail and institutionals since Monday. We've not come across one yet, but that's not to say they don't exist.

Speaker 1

Not to say they don't exist. You never know which may people will go on this. Can I take the conversation a bit wider and ask you then the investment trust sector in the UK we're talking about it being genuinely in the doldrooms. There are likely to be more actions in the sector, right everyone. Everyone's trying to find a way to get these discounts down, and so there's bound to be more announcements of continuous and votes, more mergers from takeovers etc.

Speaker 3

Yeah, I think that would be a fair assumption.

Speaker 1

So one of the things that you might be trying to do here is to try and make sure that any that come after this pay more attention to what more shareholders might think.

Speaker 3

Yeah. Absolutely. So there's another core infrastructure fund I MPP that's also held in very high regard by US certainly and lots of other market participants. And had this been a proposal to merge IMPP and Hickel together on an NAV for an av basis to create a much larger, more liquid trust, I'm absolutely sure we throw our weight

behind it, and that would be a good thing. When there is in the investment trust sector, as in any market, a greater supply than demand of shares, one thing takes up the slack, and that is price and the way to solve that imbalance is to reduce the supply of shares, and so ultimately that is about trust getting taken over, getting merged buybacks happening. And obviously in the case of trusts that hold a liquid private assets, that's a longer

and slower process than for conventional investment trusts. But it just takes time and just needs to be worked through.

Speaker 2

Yeah, and I'm thinking these two two fifty and if they mail just to become fifty one hundred.

Speaker 3

I think that's a reasonable assumption. Yeah, they're both in the footsy two fifty.

Speaker 1

Yeah.

Speaker 2

So yeah, so the only other overall benefit is that I'll give it becomes a higher profil trust than it currently is.

Speaker 3

Yeah, and I think, I mean, you know, and I guess there is definitely some merit to that, But my argument would be is that there is far better If the aim is to create scale, there are far better mergers out there that could be done. It's also true that scale is not in and of itself a solutions.

So I was speaking to an institutional investor in Australia who holds Hickel, and they were saying that they were concerned that they would be forced to dispose of their stake in Hickel because of the fact that it would no longer fit with their mandate.

Speaker 1

Yep. Interesting, Okay, Chris, Because we've got you and this is a market round up podcast, can I ask you what on earth do you think is going on in muggers in general at the moment?

Speaker 3

I mean, you absolutely can ask me. I'm afraid my answer, as is so often the case, is that I'm completely baffled.

Speaker 1

Which bit babbles. I mean, really, I'm talking about the last four or five days, we've seen constant sell offs across the board, and everyone thinks, well, maybe this is the beginning, the beginning of the end of the AI bubble or the eye boom, or maybe it's because everything is horribly expensive and so it makes sense for it to correct a little bit. I mean, if you look at the numbers for year to date, everything's still out

of fifteen, sixteen, seventeen, eighteen percent. Not really a big deal. Bitcoin is pretty much the only thing that's lost all its games for the year.

Speaker 3

Well, I certainly think i'd be in the kind of the latter part of your explanation, which is that everything was horribly expensive to start with, and so we're just saying what might be the start of, as it were, a normal correction. I mean, you know, as I'm sure you know. You know, we set a lot of store by the cyclically adjusted PE ratio and the reason for that is that historically it's been a fantastic predictor of

long term returns. If you bucket starting CAPE ratio by decile, you see that the prospective tenure return correlate perfectly to each of those buckets. The ninetieth percentile and upwards, historically speaking, would point to average perspective real returns of about half a percent per year for the next ten years. And that's for the top death style. And we're currently in the ninety ninth percentile, so we're in the top one

percent of that top bucket. So yeah, you know, we think that markets are pretty pretty expensive here.

Speaker 1

So everything has to go absolutely right. Every earning forecast has to be beaten.

Speaker 2

We are being a bit hostage to fortune here because the video is coming out later as we speak, and I guess a lot of it hinjies on what happens, but that doesn't it a lot of the other things people are starting to freak out about. Then they're not sure what to planing more about is the ISYI taking over fast enough? And also our people now spending too much money or investing in AI. Think that's the one thing.

I do think the mood has shifted. There's no longer this obviously want you to roll out stuff as fast as possible and really kind of take control of this space. They're now thinking, we are we going to pay for all of this stuff that you're building. And I think that's one kind of narrative tweak that I would say I've noticed maybe in the past two or three months, maybe even not even that long.

Speaker 1

Yeah, is it also fair that this idea that depreciation isn't quite being dealt with correctly is really beginning to take hold? And we talked about this last week, John and I think we both wrote about it, and that this idea that the big GP is the probably called graphics processing units and will lease their value faster than people thought. Therefore they're being depreciated over the wrong period,

and that is artificially inflating earnings numbers. That's something that is you know, we're so niche even a week ago and now is part of the general conversation.

Speaker 2

Right interestingly, you give Chris's creator. I remember we had a chat about about two months ago, and the first thing have you seen me was a bit yeah, but look at all this they'll spend, and what's the depreciation going to be on that? I was like, oh, yeah, that's an interesting point. I just wish i'd kind of like listen more closely and written the.

Speaker 3

Boot tame.

Speaker 1

Christ Is. So I ahead of the game. Thank you? Tell us something else that would make the rest of us again.

Speaker 3

You know, I tend to only come up with one good idea about every about every ten, So I don't know, I don't I don't know what what I've got next. I mean, I suppose, you know, I think obviously the depreciation point is one thing. I guess. The other thing is that a huge amount of private credit is being sunk into this great AI Capex build out. And of course, you know, Missily, most of these private credit managers are pretty shrewd operators. I mean, I don't think anybody can

say that Apollo Naive, for instance. But by the same token, there is such a wall of money in private credit that needs to be spent, and such excitement around AI. What I struggle to see is that the revenues will be there that will support this huge amount of capex, And so I guess the question is is who is left holding the baby? And when those revenues don't materialize. Now, the you know, the Magnificent Seven, generate such prodigious amounts of free cash flow that maybe you know that they

can just write that off. Just to say, Meta wrote off the fifty plus billion dollars that they spent on the metaverse, and you know, essentially, I think we all agree that that's turned out to be worthless. But investors say, well, that doesn't really matter because the core business is fantastic.

They'll get some things right, they'll get other things wrong, but it's all equally possible that, you know, a large chunk of this capex ends up in the hands of private debt funds and simply the revenues aren't available to support it, and then you see some really large write downs. But I have no idea.

Speaker 1

Yeah, okay, well that's that said. I mean, I think the core thing here is expensive. Stuff doesn't was so expensive, and that's roughly what's happening here before we move on, And sorry, Chris, this is not something you're interested in I should think that I'm very interested in a headline on Bloomberg at the moment that I know John is

gonna love. House prices crash across London's wealthiest neighborhoods. House prices in Kensington and Chelsea felt by almost one hundred and sixty thousand pounds in the year to September, with the prices of saltoms in the borough dropping eleven point three percent, and across London as a whole, house values down more than ten thousand pounds each, down around two percent or so. And do you know what's going to make those houses house prices fall even faster?

Speaker 2

Double in consal tax on the top bynes.

Speaker 1

It's a mentioned tax. It is what they call it a mansion tax. And that's what it's going to work being. And as after laugh, that was only a few weeks ago. The worst of all taxes are these taxes on assets, because they reduce the price of the assets or the value of the assets, and then they go give you a bit of a reverse wealth of fact, everyone feels poorer, no one, no one built a new extension, etcetera. Eccent. They're terrible, terrible taxes.

Speaker 2

Well, It's a big problem, isn't it, Because people already like builders no longer feel its poss building in London because they simply can't make a profit on what they build.

Speaker 1

So, although you know all this said, everyone keeps telling me that, you know, the river's wealth of factor is in place, and no one's building extensions or having worked done in the houses anymore. But you know, I've been looking for someone to put a new shower into my basement, breed.

Speaker 2

Have you not living in London the rest of the countries?

Speaker 1

Okay, not living in LODs is fine, Okay, brilliant. And I suppose the only other big story this week that we should look at briefly is the endless discussion about what is going to be in the budget. And RSM are very kindly sent us a list of what might be in a smagas Board budget. I've been working all day and trying to learn to say smorgat board is a very difficult word for me. Their list includes a

few things that I hadn't even thought of. Anything the removal of the I know, remove all of the residents.

Speaker 2

Maybe the routes, Maybe the routes, Yeah.

Speaker 1

Maybe they would that around you would raise two point two billion, the removal of business asset disposal relief, which would raise a mayor zero point nine billion uplift of removal of the capital gains uplift on death, that's quite a likely so that you now have do you will then have to pay capital gains and then inheritance facts.

Speaker 2

So that's a sneaky one.

Speaker 1

That's really sneaky. Yeah, And I say cap introduction introduced one hundred thousand pounds lifetime cap on I for introductions. I mean that is the that would be horrible, horrible because it runs into all the same things that the lifetime allowance on penance used to run into, which is, you know, how do you manage that? How do you put inflation into that? Would you change the limit all the time? If you hit the limit earlier and then they changed the limits, you get to put more on earth?

Does it ever work? So I can't really see that one happening. But interesting lest.

Speaker 2

I was one of the tossed and by all staff ideas that the resolution thing. They've probably just thrown that in on the off channel. But at that point does seem like it would cause way too much for a pushback.

Speaker 1

I think it's not that it's just all too all these things. I mean, they should I don't know when they when they think of these things, they don't put an ADMIN score next to it. I easy, really really hard, and that would come under really really hard anyway. So that's just a similar things for everyone to worry about. I didn't have enough. Yeah, Chris, have you got any thoughts about what what would be the worst thing that could possibly happen in the budget?

Speaker 3

Long if you go? I mean, I mean the troublers that I've got no idea what's going to happen in the budget because they seem to have floated every single trial balloon on the on the planet and then gone back on half of them. So I mean, I'm frankly

as baffled as anybody, but I completely agree. The simple fact is is that you know, the only taxes that really do anything income tax, national insurance VAT, corporation tax to a lesser extent, and taxes need to go up, and frankly, they need to just grasp a nettle and get on with raising some of the big taxes. And you know, inevitably I would prefer some to others, but but just get on with one of them or more than one of them.

Speaker 1

Yeah, all put and pays a plan. I mean, you know, outrageous suggestion put in plays a pan for spending over the long term. That would do over the markets too.

Speaker 3

As unfortunately we have discovered there is clearly no majority in the Parliamentary Labor Party to put any kind of constraint on on spending. So sadly, I don't believe that is going to happen, but yes, that would obviously be a preferred option.

Speaker 1

Well, I think we have a consensus on this podcast on that, right, anything else John that we should say, do you think no?

Speaker 2

I think that's that's all been That's all been good, And we went to nicety and bitcoins, so that's that's helpful.

Speaker 1

We all have our private thoughts on that one. Chris, thank you so much for joining us today.

Speaker 3

Thanks John, Thanks Maren, Thanks John. Love to say to see both you too.

Speaker 1

Thank you for listening to this week's Maren Dog's Money Debrief. If you'd like us, share, rate, review, and subscribe wherever you listen to podcasts, be sure to followed me in John on ex or Twitter at marinis wn John Underscore Step Back. This episode was produced by Samasadi and Moses and Betel. Thanks to Chris Clovia. Questions and comments on this show and all our shows always welcome. Our show email is merin Money at Bloomberg dot net

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