A problem solved

ShareGift is a rare entity – a business solution with a charitable outcome. Viscountess Mackintosh, Founder and Executive Chairman, and Julian Roberts, CEO, explain how the organisation saves businesses money and shareholders a nuisance while contributing more than £23m to charity

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Claire Mackintosh, Founder and Executive Chairman of ShareGift, and Julian Roberts, the organisation’s CEO, meet for our interview in the grand headquarters of wealth manager Killik & Co., a beautiful old building in Mayfair. ShareGift was generously donated office space here (and in Killik’s other offices) in its early days, occupying for a time what is now a small, hidden away meeting room, but was then filled with filing cabinets and a shared desk. When a few more hands joined, Mackintosh secured her own office in what was effectively a cupboard. While Killik & Co. have continue to support the organisation at an operational level, very little else has stayed the same. Now based in its own office, ShareGift has come a long way.

Mackintosh had not originally envisioned herself living a life in finance. “I came into the City slightly by mistake as a junior investment manager, but I’ve never regretted it,” she explains. “My childhood and early life were spent all over the place. My father was a Polish refugee. I was born in Canada, lived in Europe and went to school and university in England. I had a big interest in wine and it was in the course of trying to find a job in that trade that I found an intriguing advertisement for a job within investment management at a mutual life office in the City. I started as an investment dogsbody doing a bit of everything. It was a fantastic background and it’s fair to say that a strong grounding in settlement was the door opening for me to be able one day to think of ShareGift and execute it.”

Meanwhile, Roberts finished A levels before joining ShareGift in its infancy after being introduced to Claire by a friend. Initially planning to stay for a few months, he worked at the organisation for one year before starting university. It was all completely new to him – he did not know what the par value of a share certificate was. “It was a vertical learning curve for a year. Then I went off to university to study accountancy, steering my learning more towards corporate finance. Even in my final year I was being taught things that I had already dealt with hands-on. I then left university and started in private equity, working on industrial and infrastructure deals.” After a few years, Roberts decided he wanted to try something different. He set up a short-lived property business, but also returned to ShareGift as its corporate finance-type work increased. It was then that Mackintosh asked if he would step into the role of CEO, which he did in 2014. But a lot happened in-between.A demanding puzzleSimply put, ShareGift’s purpose is to provide a charitable solution to the business problems associated with small shareholdings. Often unwanted because they are too small to sell, these shares can be transferred to ShareGift at no cost to the shareholder, aggregated and sold to benefit different registered charities. This in turn saves companies money, cutting out the number of mail-outs needed and reducing their share registry workload. 

While the concept of ShareGift came from an initial flash of an idea, Mackintosh said that figuring out how it could work was more of a slow burn. “At the time of the original privatisations – such as British Airways, British Gas and BT – I was very conscious of wider share ownership. There were a lot of scaled back initial public offerings (IPOs). With BT for example, every member of the family might apply and get their allocation of shares. At the same time, companies were encouraging scrip dividend mandates, which resulted in small scraps generated after a main shareholding had been sold. Although I was managing pension funds and not private clients at that time, that was the spark of inspiration. I asked myself, where do these odd lot shares go?”
"I realised the solution to this problem would be a technical one, but with a charitable outcome" From there, Mackintosh started thinking of practicalities. She knew the shares were out there, and in more hands than ever before, but many holders would not have enough to profit from selling them after brokerage fees. She also began considering the cost implications for businesses having to correspond with each and every one of their shareholders. If the owner of a small holding died, more issues were created. If these businesses undertook corporate actions, such as a merger or a disposal, fractions would be created and new shares might be issued along with miniscule fractional cash amounts. These might go uncashed, resulting in additional administrative cost for businesses. Additionally, companies face the cost of maintaining records of dividend accounts, which become ever more complex and onerous as small shareholders change address and may not advise the company.  

“This question of where the shares go made me think about the ripple effect,” Mackintosh explains. “It wasn’t just the shares; it was all the other things that were generated by them. I realised the solution to this problem would be a technical one, but with a charitable outcome central to the concept, and in the meantime I was pressing ahead with my City career.”

Implementing her idea was a whole new challenge. Mackintosh faced a world where the problem had been accepted as unsolvable. “Most companies took the view – understandably – that it was a running, grumbling cost, but otherwise did not affect their business. Nobody was very interested because this problem was thought to be insoluble. That was a further trigger for me, people saying it couldn’t be done!”
A proof of conceptAn ideology which Mackintosh and Roberts mention often is that of innovation becoming template. Mackintosh was sure her initial idea was watertight, but at the start all the transfers had to be undertaken manually, which was immensely time-consuming. There was no CREST – the equity settlement system was still on the drawing board – little retail business was done via nominees and all shares were certificated. She had to prove not only that people would donate their odd lot share certificates in the first place, but also that she could deal with all the administration.

“The concept was to transfer, to aggregate and eventually to realise the value of the shares for donation to a range of charities. The premise was not an active charitable gift, but reflecting that holders had something that was a nuisance to them and I could solve that problem – with a charitable outcome.”

Mackintosh decided to impose a personal deadline by which she would know if her idea worked, but choosing the right measure was important. “I decided that I wouldn’t look at it in terms of money; I would look at it in terms of time. I felt that maybe after a couple of years it was likely I would know if the proof of the concept had come, if there was critical mass. It was incredibly laborious, but I could see the concept being proved fairly quickly. ShareGift was unlike anything else; there was no template for it so I had to write every letter and work out every process. Even if I’d had a lot of people to help me I wouldn’t have known what to tell them to do.”

Thankfully, the certificates did start rolling in, her administration practices worked, and Mackintosh fondly remembers the first donations ShareGift was able to make. “The very first cheques, each for £1,000 for five charities, although that’s very little money in terms of what we do now, were absolutely key to the proof. Those five cheques were among the most significant ShareGift has written.”

“Also significant was the first major company to acknowledge ShareGift,” adds Mackintosh. “BAA put ShareGift in their annual report. They said that while they welcome shareholders of all sizes, there was now a way of dealing with small, unwanted shareholdings. Though it was tucked away in a tiny font size under ‘Additional shareholder information’, it’s hard to explain, looking back, how important that was. It was an enormous privatised company referring to and recommending a one-woman organisation. I could – and did – show this to other companies, and such mentions in annual reports are now routine.”
"In the early days, they sometimes thought we were pitching to become their charity of the year"
With the idea now a reality, it was important to find ways to operate on a larger scale. Having rejoined ShareGift, Roberts says the next struggle was to be recognised as a business solution rather than as a charity asking for support. “When we found ourselves talking to public companies saying that we’re a charity that can help them manage their share register, the immediate reaction was to shut us down, thinking we were fundraising. There was a tendency not to realise we’re an organisation providing a solution to their own problems arising from small shareholdings – a solution that has a charitable outcome. In the early days, they sometimes thought we were pitching to become their charity of the year. We would get shifted towards the community affairs team when we should have been speaking to the company secretariat.”

It was a clear-cut example of the organisation’s intent to be, foremost, a business solution. “ShareGift is not selling something; it’s providing something that is of enormous benefit to all,” Mackintosh says. “At the beginning there was the mindset that if it was that good, it would have been thought of before. Happily, not every good idea has been thought of before.”
A change in perceptionShareGift was soon included in corporate share register management programmes. An example would be where a company sends a mail-out to its shareholders on a low-cost dealing programme. They give shareholders of less than a certain value the option to buy more shares, sell the shares or donate them to ShareGift. When BT and O2 demerged in 1998, ShareGift was included in that programme. “It could have been any corporate action that we were first included in, but it was a massive one,” says Mackintosh. “You sometimes have to be careful what you wish for, but I worked very hard to make sure that everyone was happy with the way the ShareGift element went. Crucially for our small organisation, in these programmes the company’s registrars undertake the administration. From that moment on this opened up working on corporate finance–type solutions, which is why it was such a great joy to bring the experience of Julian Roberts to ShareGift.”
Claire Mackintosh FCIS: the CV Present ShareGift, Founder, Executive Chairman; Royal Automobile Club, 
Non-Executive Director

1996 – 2014 ShareGift, 
Chief Executive

1991 – 1996 Peregrine Securities, Associate Director, Korea

1990 – 1991 Invesco MIM, Consultant East Europe Development Fund

1985 – 1989 Henderson Administration, Pension Fund Manager

1981 – 1985 UK Provident, Assistant Investment Manager

1980 – 1981 Harrods, Wine Department

Julian Roberts: the CV 2014 – Present ShareGift, Chief Executive

2009 – 2013 Various projects, returns to ShareGift

2007 – 2009 Advent International, Private equity

2004 – 2007 Terra Firma Capital Partners, Private equity

2000 – 2001 ShareGift, Assistant
In another breakthrough, ShareGift was invited to be transferee of last resort after the register was closed during the administration of RT Group. “This was incredibly significant for us as an organisation,” says Mackintosh. “In a politically charged corporate situation, the administrators and the registrars saw the benefit of designating ShareGift as the potential recipient of small holdings as the administration progressed.  Postal and other administrative costs were reduced, and from our point of view it supplied further proof of our concept.”

Highlighting this point, Roberts says: “While giving over £23m to charity, ShareGift’s work has saved UK companies a factor of that, and it’s very difficult to put a number on it.”

Mackintosh adds: “From the start it was a problem solver, not a fundraiser. For me personally the impetus wasn’t that I’d had an interesting career and I wanted to ‘give something back’, though that is in fact what has happened; it was an intellectual challenge, and I knew that it would bother me forever if I did not at least try to solve it.” 

ShareGift has since been included in some of the largest UK corporate transactions of recent years, including the Lloyds/HBOS acquisition in 2008 and the Vodafone return of value to shareholders in 2014. In both instances, the involvement of ShareGift resulted in significant sums being distributed to charities, while reducing the administrative burden on the companies involved. 
A look aheadNow firmly established and widely used in the UK, international versions of the organisation have emerged in Australia and the US. Mackintosh assisted in their establishment and allowed them to use a version of the logo, but their workings are somewhat different to meet the demands of their location. Roberts has recently been working to establish ShareGift’s presence in Ireland. The organisation was already receiving shares from shareholders based there, and as this has increased they have included donations to charities in the country to reflect this. “The Irish market holds a lot of opportunity as such share register programmes have not really featured,” says Roberts. “It’s also interesting as there are a lot of mergers and acquisitions going on.” 
"From the start it was a problem solver, not a fundraiser"
Huge sums of money are tied up in dormant assets. ShareGift has, for a long time, worked with asset reunification specialists to release some of these monies. However, Roberts believes that this is just the tip of the iceberg: “New regulation in respect of client assets, and a drive from the Government to release, discharge or free dormant assets, presents another significant sphere of interest for ShareGift.” 

This ongoing pursuit to improve and grow ShareGift is unsurprising with two such ambitious individuals at the helm, a trait that continues in their personal lives. With a lifelong love of cars, especially fast ones, and an interest in the heritage and governance of London clubs, Mackintosh is a board member of the Royal Automobile Club. Roberts meanwhile appears to be some sort of superhuman, competing in ultra-marathons while pacesetting for other runners in the London Marathon. Fitting interests for an organisation that requires drive and endurance to succeed.
 

This article was originally published in the July print edition of The Review. The print edition is available to all members who opt in to receive it, except student members. All eligible members who would like to receive future editions in the post should log in to MyCISI, click on My Account/Communications and set their preference to 'Yes'.
Published: 22 Jul 2016
Categories:
  • Integrity & Ethics
  • The Review
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