Who owns Asite?

Robert Tchenguiz’s businesses retains the biggest shareholding in Asite Ltd; Stanhope and Laing O’Rourke are also shareholders in the company.

In the decade or so that I have been monitoring the UK SaaS construction collaboration technology space, London-based Asite Ltd has stood out as one of the more open businesses when it has come to financial reporting. It helped that it was listed on London’s Alternative Investment Market for some years, of course, but even since its delisting (April 2009) it has continued to issue regular financial updates. Its annual reports usually mention major shareholder Robert Tchenguiz, but after obtaining a share register from Companies House (dated 30 September 2010) I learned there are hundreds of shareholders in the company – more than 750 of them – who collectively hold just over 10.29 million of each of two classes of voting shares (New Ordinary and Deferred Ordinary shares).

Ordinary share holders

The great majority of shareholders have relatively few shares in Asite (dozens hold just 50 or 100 shares, usually of both class; some may be long-term holders of the stock dating back to pre-Asite days, when the business was known as Premisys), and there are numerous shareholdings in anonymous nominee accounts. A dozen shareholders each hold more than 100,000 shares, totalling almost 78% of the New Ordinary and Deferred Ordinary shares in the company:

2,660,700 (25.9%) B & C Plaza Ltd (part of Robert Tchenguiz’s Rotch Property Group)
1,547,700 (15.0%) Pershing Nominees Ltd KSCLT Acct
1,057,550 (10.3%) Stanhope Securities Ltd (at least two Stanhope directors also have personal stakes in Asite – see below)
943,250 (9.2%) Lynchwood Nominees Ltd
310,050 (3.0%) Kevin Wheatley
263,150 (2.6%) Pershing Nominees Ltd SKCLT Acct
242,300 (2.5%) Rock (Nominees) Ltd 0803030 Acct
212,450 (2.1%) Barclayshare Nominees
173,050 (1.7%) Laing O’Rourke plc
130,000 (1.3%) Rock (Nominees) Ltd 1724053 Acct
123,400 (1.2%) Gerald Harry Tomkins
122,150 (1.2%) Desmond and Helen Bucarro

B shares

However, this is only part of the picture. There are also two other classes of non-voting shares: B Ordinary and Deferred B Ordinary; 8,458,501 of each of these have been issued, and their nominal value is equivalent to slightly more than 45% of the business. These B shares are all held by two businesses: Rotch Property Group Ltd (holds 1,393,446 of each class) and R20 Ltd (holds 7,065,055).

Rotch Property Group is a property company run by Robert and Vincent Tchenguiz. R20 is a corporate finance company run by Robert Tchenguiz (right), and which has provided loans to Asite (its annual report for the year to 30 June 2010 noted a £2.502m loan from R20 to the company). Asite’s 2010 annual report notes the ultimate controlling party is the Tchenguiz Discretionary Trust.

On the face of it, therefore, it would appear that Robert Tchenguiz and his companies have a powerful stake in Asite, controlling around 60% of the issued shares, and providing loan finance to the company.

Asite staff shareholders

While I was trawling through the register, I looked for current and former director and staff shareholders. A few familiar names appeared:

• Former CEO, now non-executive director Gordon Ashworth sold 14,813 shares in October 2009
• Chairman Walter Goldsmith holds 52,500 shares
• First (c. 2001) Asite managing director Alastair Mellon holds 20,000 shares
• one-time non-executive director Peter Rogers holds 50,000 shares; his fellow Stanhope director Sir Stuart Lipton holds 10,000 shares
• CEO Tony Ryan is listed as holding 58,850 shares
• There was no mention of COO Nathan Doughty, who had a similar sized holding to Tony Ryan (c. 0.5% of the company), but this may well be held in a stockbroker’s nominee account
• Former FD Charles Woods holds 5,000 shares