Matthew Moulding: the curious case of THG founder’s property deals
Online shopping tycoon with £2bn fortune in spotlight after slump in value of company’s shares
Last modified on Tue 11 Jan 2022 04.36 EST
He is the online shopping tycoon billed as the UK’s answer to the Silicon Valley tech titans – with a personal fortune put at more than £2bn last spring and whose penchant for displaying his toned torso at pre-pandemic yacht parties has anchored many a tabloid newspaper rags-to-riches story.
Yet for Matthew Moulding – the founder, chief executive and chair of the e-commerce company The Hut Group (THG) – 2021 proved a humbling year.
The acclaim that greeted his company’s £4.5bn London stock market flotation in the autumn of 2020 evaporated in 2021, as parts of the City of London turned on the company that owns online beauty and nutrition brands including Espa and Myprotein, as well as providing e-commerce technology to firms such as Unilever.
THG’s shares – which had soared after the group floated – slumped by 71% between January and December. That fall cost its investors, among which Moulding is its biggest shareholder, about £6.9bn in paper losses.
The reversal has heaped yet more scrutiny on a business that has not been shy of giving critics targets to snipe at: group companies have made significant donations to the Conservative party; while THG cocked a snook at City convention prior to its stock market debut by retaining Moulding in both the chair and chief executive roles.
The board also signed off a pre-flotation deal that saw Moulding acquire THG’s offices, warehouses and leisure facilities – before immediately becoming the company’s landlord by leasing those buildings back to the company for an annual rent of £19m.
That property deal was frowned on by City figures at the time, but justified by the company on the grounds it cut THG’s debts.
Yet some investor questions have lingered, including should the company have sold the buildings to its founder before floating? What was the exact value of that deal and the price paid? And why wasn’t THG more transparent about all the relevant numbers?
The company does not seem to have explicitly disclosed how much the property portfolio cost Moulding.
But a Guardian analysis of THG’s accounts, which pieces together figures in THG’s annual report, suggests the deal was worth £297m – but Moulding might not have parted with any cash at all.
Instead, the entrepreneur could have waived £76m of THG shares he was due to receive, as well as taking on £221m of the property portfolio’s debts and other liabilities.
The company did not dispute the figures.
And if they are accurate, this could raise new questions for THG – because a £297m price does not appear to reflect the company’s own historical filings about the value of individual properties in the portfolio.
THG published specific individual values for 14 of the 18 properties in the portfolio, in a collection of its own annual reports and Companies House accounts between 2015 and 2020.
The historical filings suggest that, at those points in time, the 14 properties had values that add up to £295m – just £2m less than the figure Moulding appeared to pay for all 18 buildings.
Of course, property values rise and fall. The value of each of the 14 may have changed.
But what about the four outstanding properties in the portfolio? According to the Guardian’s calculations, their current value could be as much as £55m.
They include a new 56,873 sq metre (612,180 sq ft) warehouse near Wrocław in south-west Poland, for which THG has disclosed it pays Moulding a rent of €3.7m (£3.1m) a year.
Such a rent – the third highest in the portfolio – would imply a property value of about £50m, according to research on typical yields collated by the statistical website Statista and property firm Cushman Wakefield. THG says the building is worth £43.3m.
Three further offices in Northwich, Cheshire, charge rents that suggest the buildings are collectively worth as much as £5m, according to financial and property experts.
Richard Kleiner, a managing partner of the City accounting firm Gerald Edelman, said: “I agree with the Guardian’s analysis … presumably, THG can more fully explain the accounting so that the analysis can be interpreted in a different way.”
Moulding has had a mixed relationship with followers of his company, and has criticised the City and financial journalists for their coverage and analysis, even going as far to suggest that he regrets ever having taken the firm public.
At the weekend it emerged he has handed a dossier to regulators over what THG described as a coordinated attack on its share price.
However, the entrepreneur has never fully explained why he became THG’s landlord just as the company joined the stock market, although last January the company said: “The transaction removed in excess of £200m of debt from THG’s balance sheet immediately which increases to in excess of £400m over the near term as THG completes its infrastructure rollout programme globally.”
The online retailer also previously said that a chief executive acting as a public company’s landlord was “not unique”, while adding that the property sale “was agreed on arm’s length terms with the independent non-execs’ and professional shareholders’ oversight. Mr Moulding paid the market value as independently valued by a global top tier accountancy practice appointed by THG on behalf of all shareholders.”
Even so, THG declined invitations to provide an on-the-record comment to the Guardian’s most recent questions in December about the value of the property deal.
It said the transaction was completely lawful, had been concluded only after taking extensive advice from a range of property and financial experts and that the company disputed it had valued the 14 properties at £295m.
It said the Guardian’s calculations were wrong, but did not respond to repeated requests to provide a breakdown of the individual property values.
THG added that the portfolio’s valuation was assessed by “[Royal Institution of Chartered Surveyors] accredited experts, following the recognised ‘Red Book’ global standard”.
Its 2020 annual report also disclosed that the board’s related party committee – created after the property deal had concluded – found “no significant matters … as part of this subsequent review [of the property sale]”.
Still, THG would not respond to further questions about the identities of the firms it hired to conduct the “Red Book” valuations, or the dates when the research was concluded. Nor would it make clear its position on specific buildings, where seemingly legitimate questions about valuations remain unanswered.
For example, the portfolio’s most valuable piece of real estate – at least from a rental point of view – is a new four-building development called Icon, which the company constructed at Manchester airport to “house 2,000 people and … focus on video production and photography to be used across THG’s and clients’ digital offerings”.
THG pays Moulding an annual rent of £7.78m for use of those buildings, according to the company’s listing prospectus, which also calls the site a “state-of-the-art facility”. Meanwhile, THG’s 2019 annual report informed shareholders that the Icon buildings were “a £135m THG investment”.
Those figures would imply a yield – or rate of return – of about 5.8% for Moulding, which sits in line with the market rate for properties predominantly rented on 25-year leases by a public company tenant, according to property and financial experts.
However, THG told the Guardian that Icon was actually valued at £62.25m when it was sold to the company’s founder. It did not explain why the company would pay the tycoon the 12.5% annual return on his investment such a valuation would imply.
Moulding has also pledged all annual profits from his THG property arm to charity, although the company has said that, because of the debt on the portfolio, it would be “barely income generating” in the first year.
THG has said that it does not endorse any political party and has also donated to the Manchester mayor’s office and Labour-controlled Manchester city council.
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