C&C's two-tier system favours institutions over small investors

OPINION: "Investors should read the full text of this document and [my italics\] the prospectus and not rely on this summary…

OPINION: "Investors should read the full text of this document and [my italics\] the prospectus and not rely on this summary". That neat little statement straddles the top of the summary of financial information in C&C Group's mini-prospectus.

What does it mean? Is it there for show? Probably for legal reasons but is it not a warning to investors not to touch the group without getting, looking at and investigating the full prospectus?

If this is the case, why does C&C - which encompasses brands such as Bulmers, Club, 7UP, Irish Mist, Tayto and Findlater wines - focus on the mini-prospectus? The media advertisements encourage potential investors to get an application form and mini-prospectus - no mention of the full prospectus - for the planned share issue.

The small print in the mini-prospectus says investors will be treated "as subscribing solely on the basis of the prospectus, which accordingly you (the investor) should read in conjunction with this mini-prospectus".

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So how do ordinary investors get a copy of the full prospectus? Not easily. The small print notes they are available "free of charge" at a number of specific addresses during business hours.

A request to the C&C helpline for a full prospectus elicited a response along the lines of: "I'll put your request through and you should have it on Wednesday." It didn't arrive on the Wednesday, Thursday, Friday or Monday. A complaint to the PR advisers, Drury Communications, led to a quick delivery. One wonders how Joe Soap would have fared.

So what chance has the small acquisitive investor? A request at the Greystones branch of Bank of Ireland (one of the advertised outlets) for a full prospectus got the response "that's all we have" and directions to the mini-pack.

A few statistics tell a tale: 290,000 mini-prospectuses have been printed but only 14,000 full prospectuses! That begs the question: was it ever C&C's intention to give full prospectuses to those who have the minis? C&C and its advisers could try to argue themselves out of this corner by saying that more prospectuses could be printed but that would hold very little water. The small print in the mini-prospectus says the directors of the company "are satisfied that this mini contains a fair summary of the key information set out in the prospectus".

So what are the main differences between the 50-page mini and 178-page fully dressed prospectus and how valid are the directors' assurances that the mini contains a "fair summary"?

For a start, it has to be said that the financial summary in C&C's mini is an improvement on the Eircom (then Telecom Éireann) issue. Incredibly Eircom's mini did not have a balance sheet. C&C's does and it also has a summary cash-flow statement. But that is as far as it goes.

Sticking out like a sore thumb in C&C's is an item called intangible assets and goodwill. Amounting to €568.4 million on February 28th, 2002, it dwarfs the minute shareholders' funds of €75.3 million. Considering the billions Vodafone has had to write off its accumulated goodwill (premium over what it paid for acquisitions), and the valid question marks over accounting practices, this is an item that always needs monitoring. But you will not see any explanation in the mini.

The full prospectus explains that the goodwill and intangible assets arose on the acquisition of Cantrell & Cochrane from Allied Domecq in January 1999 and on the acquisition of Tayto in July 1999. The company is convinced the value of the brands exceeds the value of these. But if international groups such as PepsiCo and Seven-Up International were to give manufacturing rights to another group, that would affect brand values. Nevertheless, investors will be glad to know the contracts have been extended until 2006.

The main prospectus gives substantially more information over a number of categories, such as full accounts, directors' interests, litigation, expenses, material contracts and share options. The mini is strong on the company's brands but weak on the details of the directors and management. One would have thought potential investors would have been informed about the background and experience of the executive and non-executive directors and, crucially, to see if there were any potential conflicts of interest. Hardly anything in the mini but just go to the main prospectus for full details, including the revelation that five of the 10-member board have been less than one year with the company!

And what about auditors? Isn't every investor alert to the identity of the auditors after the Enron affair? Yet you have to go to the full prospectus to find the name KPMG prominently displayed.

Of course, the most important question is what will the company look like after the issue (provided it is not pulled)? You will not find any estimate in the mini-prospectus; instead go to the main prospectus and the pro-forma balance sheet shows net assets rising from €75.4 million to an estimated €341.9 million (this, of course, depends on the issue price), and the reduction of creditors (after one year. . . really debt) from €734.8 million to €341.9 million. Nevertheless, it will remain very highly geared.

This new share issue, like others, demonstrates once again that there is a two-tier system at work - one for the institutions being courted in road shows at which they can ask questions and be well briefed about the anticipated direction of the company. And, of course, they have been given their full prospectuses.

In contrast, the ordinary investors, tagged retail investors, get minimal information. C&C and its advisers have perpetuated this disparity. That needs to be changed. You now have the ludicrous situation where share purchasers who have only the mini, are contracting to buy the shares on the basis of the information in the full prospectus they have not seen.