Correspondence: 14/06/2001 - to Vanni Treves 14th June,
2001.
Mr.
Vanni Treves
President
Equitable Life Assurance Society
c/of Macfarlanes
10 Norwich Street
London EC4.
T: 020 7831 9222
F: 020 7831 9607
Dear
Vanni,
I write
on behalf of EMAG further to our conversation about the Halifax/Equitable deal.
On 9 February Vincent Nolan, David Browning, Colin Slater and I from EMAG and
a couple of people from EPHAG had a meeting with Messrs. Headdon, Crosby and others
from ELAS and Halifax/Clerical Medical. Prior to the meeting I wrote a letter
to Headdon which set out a number of questions. He gave the letter to Crosby.
At the meeting we raised the issue of what the terms of the deal were, what the
benefits were to members of the Equitable, and what the alternatives were. I think
Mr. Headdon (but it could have been Mr. Thompson) volunteered that the board had
been given an analysis of five alternatives. If our collective memory serves us,
Crosby said that as far as he was concerned members of ELAS should be told of
the features of the deal.
Subsequently ELAS put two
documents on its website, the heads of agreement and a two page summary of the
deal which left a number of important and relevant issues unanswered and which
did not provide members with an evaluation of the deal. For example one crucial
matter is the increase in the cost of investment management, which is an issue
the FSA has in its signts for improving the transparency of with-profits schemes.
The heads of agreement provides information on the cost in basis points for
managing the various asset categories of the fund, but:-
we suspect the average
member does not know what a basis point is
for
those who do, the information provided is of no value because:-
*
the sums to which the basis points are applied are not provided so that
percentages can be converted into annual costs
* there is no statement of the current cost either in basis points or annual
costs that would enable members to know the additional cost of Clerical
Medical managing the fund
We consider that an evaluation
of the Halifax deal should set out:
- the cost implications
for the with-profits fund, which appear to consist of:-
- an increase in
costs of fund management as above
- a reduction in
administrative costs due to economies of scale from Clerical & Medical/Halifax
using computer systems - what is this worth annually?
- a reduction in
marketing expenses of how much?
- other changes?
- the consequential
increase in benefit from increased investment flexibility resulting from
an injection of £½bn - how much is this estimated at and what
is the basis of the estimate.
- the sale of the unit
linked business and non-profit business - what annual income has been foregone?
- other income (e.g.
sale of the use of the computer systems). What annual income has been foregone?
- the definite income
of £500m. If we understand correctly the unit linked business was
sold for £300m and the goodwill and computer systems were sold for
£200m. What did the computer systems costs to develop?
Perhaps there are other
factors that should be taken into account.
-
the alternative scenarios
that were considered. Obviously one should have been no-deal, which would
have meant paying off the salesforce and closing branches, which were
cited as £50m. There was a claim on the website document that the
additional cost could be up to £60m - what was the basis of this
claim?
Given the amount ELAS
has spent of our money on advisers, we find it hard to believe that
the board would have had to make a decision on the analysis provided on the
website. And if there were proper papers we cannot see why it would take more
than a couple of days cut and paste job to provide a decent summary. If, however,
there was not proper analysis, then the issue might merit examination by Herbert
Smith. In most, if not all, "normal" businesses a change involving
divesting all non-core businesses and outsourcing all operations would most
probably have been communicated to shareholders for one reason or another
(e.g. requirement of Mem & Arts, or information for an IPO etc.). Although
it is water under the bridge, we consider that members are entitled to know
the basis of one of the Society's most important decisions in recent decades.
Yours sincerely,
ALEX HENNEY
Interim reply by email
from Vanni Treves:
"Thank you for your
letter of June 14. You ask many questions to which members are certainly entitled
to have answers - although as you say it is unfortunately mostly water under
the bridge - and I have started on the job of collating them.
We will write again as
soon as we have made some progress".
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