Trade Secrets: taking aim at the elusive nomads
Nomads? Gonads, you mean. They’re all a complete waste of space . . .”
The private punter is a touch fractious. He, like many other small investors in Quindell, the insurance technology business, was carried out feet first last week. Again. And now he’s feeling a little let down by the chaps he thinks should have been minding his interests.
Quindell, like the other 1,100 or so other companies whose shares are quoted on the Alternative Investment Market, is policed by a system of nominated advisers, known ubiquitously as nomads.
These are stockbrokers licensed by the London Stock Exchange to act as its proxy and hold the hands of the usually small, hopefully growing businesses as they access equity capital and navigate through life as public companies.
There are 45 of these nomads, give or take, each with a minimum of four “qualified executives”, who actually do the job of keeping AIM companies on the path of righteousness.
To qualify for its nomad licence, a broker must have practiced corporate finance for at least two years and have acted on at least three IPOs, admissions or other “relevant transactions”. Each of its qualified executives must be a full-timer with at least three years of the right kind of experience and have acted on three transactions, minimum.
Once licensed, all the dos and don’ts of the job are there in black and white in a couple of rulebooks: AIM Rules for Nominated Advisers(21 pages) and AIM Rules for Companies (47 pages). They’re on the LSE’s website. Print them out. Have a read. Those long winter evenings will fly by.
It’s all in there. Thou shalt be responsible for preparing a company for AIM. Thou shalt check you’re not holding the door open for a gang of wrong ’uns. Thou shalt ensure the board is competent. Once floated, thou shalt stick to that company like a bluebottle to dung and make sure it behaves properly in a public market. You get the drift.
Fall short, and the LSE can duff up any nomad. From warning notices to private and public censure (they’re up there on the LSE’s website). From fines (the biggest was £400,000 against Seymour Pierce, now owned by Cantor Fitzgerald, in 2011) to withdrawal of a firm’s nomad licence (it used to happen in the early days of AIM but not for a long time).
The big idea, according to AIM’s top brass, is to make this market a place where growth companies can raise money to grow without being throttled by costly regulation. A place of fewer rules. Where nomads, acting as extensions of the LSE and protective of their own good names, lest investors stop backing their companies, keep things on the straight and narrow.
Less prescriptive, perhaps, but an obligation to transparency and disclosure by both nomad and company runs through both AIM and nomad rule books like BLACKPOOL through a stick of rock.
Which brings us back to Quindell. Last week started with an official correction to a dodgy claim by the processor of insurance claims. Turns out Rob Terry, its chairman, and a couple of other directors hadn’t been buying shares as previously stated, but in fact had been selling a net £5 million of them.
Not the first time that a transaction involving Mr Terry and Quindell proved to be something other than first stated, either. Remember the brouhaha over that opaque derivatives deal back in May 2013 that led to a halving of its share price in three days?
This latest (let’s be kind) “ambiguity” went down in the market like a warm sick milkshake. Shares cratered, Fidelity dumped half its stake and eviscerated private investors were more than a little raw about how Cenkos, Quindell’s nomad, had let this happen. It’s a fair question.
Another one concerns the efficacy of another system of “light touch” regulation. After all, setting down a few broad principles and trusting financial institutions to play nice worked brilliantly before the financial crisis, didn’t it?
A system where the nomads are hired, paid roughly fifty grand a year and fed juicy corporate deals dripping fees by the very directors they are supposed to keep in line. Nomads, whose sole obligation is not to investors but to the LSE, a company chasing profit like any other, whose own interests are best served by more brokers floating more companies on AIM.
Conflicts of interest? What conflicts of interests? Little wonder punters are testy.