Nils Pratley 

Unilever’s decision to go Dutch should be shot down

The consumer goods company’s case for incorporating in the Netherlands fails to convince
  
  

The Unilever building in central London.
The Unilever building in central London. Photograph: Hannah Mckay/Reuters

The grown-up stance, supposedly, is to shrug one’s shoulders at Unilever’s proposal to dismantle its Anglo-Dutch model and incorporate in the Netherlands. We are invited to be phlegmatic about the near-certain removal of the stock from the FTSE 100 index. Unilever will still have a listing in the London, runs the argument, so why make a fuss? The UK operations are staying put and the company is probably to be believed when it says Brexit didn’t influence its thinking.

Such points would be easier to swallow if Unilever had made a convincing case for choosing the Netherlands over the UK. But it hasn’t.

The desire to simplify is understandable since the twin-headed Anglo-Dutch model, which has survived since 1930, looks too clunky for the modern world. Fund-raisings and demergers are harder to execute, for instance. The problem is that Unilever’s pitch for the Netherlands, which was set out formally for the first time on Tuesday, is too breezy.

The company makes two main points. First, the Dutch NV company is already 55% of the whole. Second, there is more trading, or liquidity, in the Dutch NV shares than the UK plc version.

On both scores, the best response is: so what? The 55-45 split is irrelevant since, from a technical perspective, it’s as easy to jump one way as the other. The trading point perhaps has slight weight, but it’s not a clincher: in a world where there’s only one class of stock, liquidity will concentrated anyway. The NV versus plc debate is really a draw.

A better question is to ask: who is inconvenienced by the decision to go Dutch? Investors in UK tracker funds, and funds with narrow UK mandates, are clear losers. They will be forced sellers of a highly-prized company once FTSE Russell, the body that strictly polices eligibility for UK indices, confirms that a Dutch-incorporated Unilever will be booted out. Of course, funds that track the eurozone Euro Stoxx 50 index, where Unilever’s Dutch shares are a constituent, would be equally annoyed if the company had chosen to combine in the plc shares. But more money tracks UK indices than the Euro Stoxx 50 – it’s roughly $200bn versus $90bn on one estimate.

Perhaps the board wanted to keep the Dutch end sweet after the sale of the original Dutch-based spreads business. Or perhaps a company with a Dutch chairman and a Dutch chief executive was always likely to choose the Netherlands in a close contest. But, in a rational world, UK fund managers would have told Unilever to rethink and made the case that the UK, where two of three divisional headquarters will still be located, is also the natural home for the single holding company.

In practice, UK fund managers, with only a couple of honourable exceptions, seem cowed by Unilever’s lobbying. The necessary 75% majority will probably materialise. By rights, though, Unilever deserves to lose the vote.

Jaguar’s Brexit warning should need no repeating

Ralf Speth, chief executive of Jaguar Land Rover (JLR), would surely have hoped his stark warnings about the consequences of a no-deal Brexit for the UK car industry would have registered by now. Instead, he’s felt obliged to have another blast, warning the prime minister that he cannot say for certain that any of the firm’s manufacturing plants in Britain could continue to operate after Brexit day.

Speth’s latest attack will, no doubt, be portrayed as scare-mongering by those Brexit crusaders who, ridiculously, think there is “nothing to fear” from leaving the EU without a deal. What they fail to acknowledge is that the mass-market car industry, with its heavy reliance of fragile just-in-time delivery networks, is different even from the aerospace business, which tends to be higher-value and slower-moving.

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As pointed out here in the past, even the government’s own industrial strategy describes tariff-free and frictionless trade with the EU as “fundamental to the competitiveness of the UK automotive sector”. When Speth warns that friction at the border at Dover could put production in jeopardy at a cost of £60m a day, he’s merely totting up what the government’s assessment would mean. JLR’s Solihull plant alone has 1,000 lorry deliveries a day, remember.

One can quibble with details in the company’s estimate that a hard Brexit would cost £1.2bn in lost profits, mainly from tariffs. The UK wouldn’t have to impose tariffs on imported components, even if the EU did so. The level of sterling would matter, as would JLR’s self-help measures. It’s also impossible to move a car assembly plant overnight. But note Speth’s words about the appeal of building cars in Slovakia in the long-term. He’s probably not playing verbal games.

 

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