Financial Instruments

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Chapter 9

Sources of Long-Term

Finance: Equity

Copyright

2009 McGraw-Hill Australia Pty Ltd

PPTs t/a Business Finance 10e by Peirson

Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-1

Learning Objectives

• Outline the characteristics of ordinary shares .

• Explain the advantages and disadvantages of equity as a source of finance .

• Outline the main sources of private equity in the

Australian market.

• Disclose information when issuing securities .

• Outline the process of floating a public company .

• Discuss alternative explanations for the underpricing of initial public offerings (IPOs).

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2009 McGraw-Hill Australia Pty Ltd

PPTs t/a Business Finance 10e by Peirson

Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-2

Learning Objectives (cont.)

• Discuss long-term performance of IPOs.

• Explain how companies raise capital through rights issues, placements, share purchase plans, and share options.

• Outline the different types of employee share plans.

• Outline the advantages of internal equity as a source of finance.

• Outline the effects of bonus issues, share splits and share consolidations.

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2009 McGraw-Hill Australia Pty Ltd

PPTs t/a Business Finance 10e by Peirson

Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-3

The Characteristics of Ordinary

Shares (OS)

• Ordinary shares represent an ownership interest in a business.

• Residual claim

– The holder has a claim to the profits of the business

(through dividends). In the event of failure, the holder has a claim to the residual value of the assets after claims of all other entitled parties are met.

– Due to this residual claim, shareholders are more likely to lose their investment if the company fails (shareholders are said to provide the company’s risk capital).

– To compensate for this risk, shareholders expect a return that is greater than that received by lending.

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2009 McGraw-Hill Australia Pty Ltd

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Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-4

The Characteristics of OS (cont.)

• Fully and partly paid shares

– When new shares are created, they will have a stated issue price, which may be paid in full at issue.

– Alternatively, shares may be issued for part payment, with the balance paid in subsequent instalments, often referred to as calls .

– The size and timing of calls may be specified at the outset or determined at some date after issue.

– If the issue price has not been paid in full, shares are called partly paid or contributing shares.

– Instalment receipts are marketable securities for which only part of the issue price has been paid.

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2009 McGraw-Hill Australia Pty Ltd

PPTs t/a Business Finance 10e by Peirson

Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-5

The Characteristics of OS (cont.)

• Fully and partly paid shares (cont.)

– The balance of an instalment receipt is payable in a final instalment on or before a specified date.

– A well-known example is the Australian government’s sale of Telstra shares, which was executed through the issue of instalment receipts.

– Main differences from partly paid shares are:

 timing and size of instalments are specified up front,

 instalments are payable to vendor of shares rather than issuing company, and

 holders of instalment receipts are entitled to the same dividends as ordinary shareholders.

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2009 McGraw-Hill Australia Pty Ltd

PPTs t/a Business Finance 10e by Peirson

Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-6

The Characteristics of OS (cont.)

• Limited liability:

– Protects shareholders' liability to meet a company’s debts.

The liability is limited to any amount unpaid on the shares they hold.

• No liability (NL) companies:

– Restricted to operating in the mining industry.

– Holders of partly paid shares are not obliged to pay calls made by the company — though shares are forfeited if calls are not paid.

• Rights of shareholders:

– Entitled to proportional share of any dividend declared.

– Right to exert a degree of control over management through use of voting rights attached to ordinary shares — (typically need at least 50% of shares to execute rights).

– Shareholders have the right to sell their shares.

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PPTs t/a Business Finance 10e by Peirson

Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-7

Advantages and Disadvantages of Equity as a Source of Finance

• Advantages

– Dividends are discretionary.

– No maturity date.

– The higher the proportion of capital structure made up by equity, the lower the cost of debt.

• Disadvantages

– Issuing more shares can dilute existing shareholders’ ownership and control.

– Returns to shareholders can be subject to double taxation (non-residents).

– Transaction costs of issuing shares.

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2009 McGraw-Hill Australia Pty Ltd

PPTs t/a Business Finance 10e by Peirson

Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-8

Private Equity

• What is private equity?

– Securities issued to investors are not publicly traded. This includes family members and friends, but a more formal source is a private equity fund.

– Private equity or venture capital — not only for new ventures.

• Four categories of private equity financing:

– Start-up : new companies, funds to develop products.

– Expansion : additional funds required to manufacture and sell products commercially.

– Turnaround : assist a company in financial difficulty.

– MBO : where a business is purchased by its management team with the assistance of a private equity partner or fund.

• In illiquid markets, investors must hold funds for

5 –10 years.

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Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-9

Private Equity (cont.)

Information problems and new ventures:

• Three information problems with new ventures:

Information on venture value — incomplete and uncertain.

Information asymmetry — either party, the entrepreneur or investor, may have more information than the other.

Idea may be stolen by potential investors.

• New ventures are typically financed in stages to overcome uncertainty and information asymmetry problems.

• Entrepreneur may require confidentiality agreements with potential investors in order to prevent them from stealing the idea.

• Venture capitalists usually do not sign such agreements.

• Instead, they focus on establishing and protecting a reputation for honesty and integrity.

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9-10

Sources of Finance for New Ventures

• Sources include bank loans, private equities and IPO funds.

• Stages of a venture include:

– R&D phase .

– Start-up phase , equipment and personnel assembled.

– Rapid growth , if product is successful.

– Slower growth , followed by maturity and possible decline.

• Different sources of finance are appropriate at different stages.

• Personal savings, personal loans and home mortgages are the most likely sources at R&D stage.

• Business angel may enter the R&D stage if these other sources are exhausted.

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9-11

Finance from Business Angels

• Business angels — investors in the early stages of new ventures.

• Bring useful expertise as well as funds to a new venture.

• Attempt to help develop a project to a point where outside finance from private equity funds and other financial institutions can be attracted.

• Investment horizon is medium to long term

(5 –10 years).

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Slides prepared by Farida Akhtar and Barry Oliver, Australian National University

9-12

Finance from Private Equity Funds

• ABS estimates $15.2b committed to private equity market at 30 June 2007.

• As at June 2007, 280 private equity funds operated in Australia by 186 fund managers, investing in 1076 companies.

• According to ABS, these 186 managers reviewed

8769 potential investments in 2006 –07, of which only 229 have been successful.

• Investments range from $500 000 to $20m over

3 –7 years.

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9-13

Finance from Private Equity Funds

(cont.)

• Looking for projects with high growth prospects.

• Private equity investments are relatively risky — higher rates of return are typically required.

• To obtain private equity, require a well-structured and convincing business plan.

• Private equity fund managers usually require a seat on the board of the company.

• These managers specialise in new, fast-growing companies. They can offer specialised expertise to help the venture succeed.

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9-14

Finance from Private Equity Funds

(cont.)

• Private equity fund managers seek capital gains rather than dividends and will plan to divest within 3 –7 years.

• While disposal of the investment can result in spectacular gain, the level of risk is high, it is to be expected that a significant proportion of the disposals that occur will involve loss. In some cases, project will fail and investment liquidated.

• Larger sources of private equity include superannuation funds, fund managers and banks.

• Government has encouraged private equity with incentives such as the Pooled Development Funds

Program and the Innovations Investment Fund

Program.

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9-15

Information Disclosure

• Corporations Act 2001 has provisions that protect investors in public companies by disclosure of information requirements.

• Specific requirements apply to offers of securities.

• Typically, the provision of a disclosure document with details of the issuer and securities being offered.

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9-16

Offers of Unlisted Securities

• Offers of unlisted securities include IPOs of shares and offers of new classes of securities by listed companies.

• In these cases, securities do not have an obvious market price and information can help determine the appropriate price.

• Offer cannot proceed until disclosure document has been lodged with ASIC.

• Prospectus:

– Most comprehensive disclosure document.

– Contains details of the issue, capital sought, price, use of funds, etc.

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9-17

Offers of Unlisted Securities (cont.)

– Non-financial information on issuer — description of business and reports from directors and/or industry experts.

– Risks associated with business and expensive disclosure documents to prepare.

– Financial information on issuer — most recent and audited financial statements.

– Contributors to prospectus are liable for prosecution by investors over losses resulting from misstatements in, or omissions from, disclosure documents.

• Offer Information Statements (OIS ):

– An OIS may be used instead of a prospectus in smaller capital raisings cases. Total raisings must be < $5m.

– OIS is less costly to prepare, less information to disclose.

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9-18

Offers of Listed Securities

• Disclosure requirements for offers of listed securities are less onerous.

• Listed entity is subject to continual disclosure requirements.

• Much of the relevant information is publicly available anyway.

• Market provides a guide on price.

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9-19

Offers that do not Need Disclosure

• Various offerings may not require a disclosure document:

– Small-scale offerings.

– Offers to sophisticated investors.

– Offers to executive officers and associates.

– Offers to existing security holders.

• These exemptions assume that participants have relevant skills or information to judge the merits of an offer.

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9-20

Floating a Public Company

• A float is the term given to the company’s first invitation for the public to subscribe for shares — an initial public offering (IPO).

• For a stock exchange listing, the company needs to satisfy the listing requirements of the exchange.

• A prospectus is required — a legal document that provides details of the company and the terms of the issue of shares.

• Companies unable to meet ASX listing requirements may list on Bendigo or Newcastle Stock Exchanges

— aimed at smaller firms.

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9-21

Public vs Private Ownership

• A company undertaking a float may be a new company or an existing private company.

• Two reasons for a private company to float:

– Better access to capital markets.

– Allows private owners to cash in on the success of their business (creates a market for otherwise non-traded shares).

• Costs of going public include loss of control, listing fees, shareholder servicing costs, and information disclosure requirements.

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9-22

Pricing a New Issue

• Difficult if there is no historic earnings record .

• Consider P/E ratios of existing companies in the same industry.

• Fixed price offer vs open pricing . Alternative approach is a book build .

• Reveal — investors willingness to pay for new shares.

• Open pricing mechanisms are less likely to generate abnormal returns to investors; constrained open pricing is preferred to attract investors — set a lower and upper bound on issue price.

• Available evidence suggests underpricing of IPOs on average.

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9-23

Underwriting and Managing a

New Issue

• Service provided by a stockbroker or investment bank.

• For a fee, the underwriter contracts to purchase all shares for which applications have not been received by the closing date of the issue.

• If book building process is used to issue shares, there is no need for underwriting, but an institution needs to manage the issue.

• Underwriter can limit exposure by sub-underwriting.

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9-24

Selling a New Issue

• If a stockbroker is an underwriter or lead manager, he/she will usually act as selling agent for the issue.

• Promotion reduces the need to purchase underwritten shares and will generate brokerage fees.

• Even without underwriting, a broker is engaged to assist in the distribution of shares.

• Brokerage depends on size of issue, but usually ranges between 1% and 2% of funds raised.

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9-25

Costs of Floating a Company

• Costs fall into three main categories:

– ASX listing fees, prospectus costs (legal, accounting, expert opinions and printing and distribution).

– Underwriters’ fees and brokers’ commissions (for

194 floats on ASX during 2007 –09, listing costs averaged 5.8% of funds raised).

 These costs depend on size of float and whether it is underwritten — depends on market conditions, size and quality of the broker engaged, and underlying business.

– Shares sold in an IPO are usually underpriced — on average, there is an immediate abnormal return to IPOs.

 This represents a cost to owners of business

— they are selling for less than it is really worth.

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9-26

Costs of Floating a Company (cont.)

• Possible reasons for underpricing:

– Winner’s curse — attract investors who have difficulty estimating the future market price of the shares being offered.

– Potential investors will be influenced by the action of other investors and will subscribe to popular IPOs.

– Underpricing provides benefits gain from greater liquidity.

– Underpricing leaves a good taste with investors, raising the price at which subsequent share issues by the company can be sold.

– Empirical finding suggests — greater returns on IPOs reflect investors rational behaviour then these returns should be related to information availability to investors and benefits drive from underpricing.

• Underpricing of IPOs is a phenomenon that is yet to be fully explained.

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9-27

Costs of Floating a Company (cont.)

• Long-term performance of IPOs (LTPIPOs):

– Several studies have found that shares of newly listed companies tend to under perform during the first few years after listing.

– Market model — CAPM not ideal to estimate the betas of the securities because pre-listing return data does not exist for

IPOs — this makes it difficult to accurately assess LTPIPOs.

– Researchers have used two approaches to tackle LTPIPOs:

 Compare post-listing returns on IPO companies to one or more market indices, without risk adjustment.

 Compare IPOs companies’ return with a control sample of other listed companies matched on the basis of one or more characteristics such as size and industry.

– In summary, there is mixed empirical evidence of LTPIPOs, and the significance of the ‘new issues puzzle’ still remains controversial.

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9-28

Subsequent Ordinary Share Issues:

Rights Issues

• An issue of new shares to existing shareholders in proportion to their current shareholding.

• It requires a prospectus.

• Existing shareholders’ right to take up new shares sold to another party via stock exchange trading renounceable issues.

• Where the right is exercisable only by the existing shareholders, the issue is non-renounceable.

• Subscription price — must pay price to obtain new shares.

• Ex-rights date — the date on which a share begins trading ex-rights.

• Cum-rights — when shares are traded cum-rights, the buyer is entitled to participate in the forthcoming rights issue.

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9-29

Valuation of Rights

• The ex-rights price should fall by the value of the right attached to each share. The theoretical value of a right

( R ) is given by:

R

N

1

S

• The theoretical value of a share ex-rights ( X ) is given by:

X

NM

N

1

S

• Theoretically, a rights issue has no value to shareholders.

• However, the announcement can have an impact on shareholders’ wealth — information content, rights issues are usually bad news, with information about expected future cash flows.

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9-30

Private Issues (Placements)

• Directly place equity — without the need of disclosure document.

• Placements can be underwritten and they can be a very inexpensive way of accessing equity.

• Book build is a popular mechanism for private placement.

Advantages:

– Can be quickly arranged and finalised, lower issue costs than a rights issue, and board can direct the placement.

• Disadvantages:

– Dilution of proportion of the ownership of the company for nonparticipating investors.

– Placements at a discount to market will reduce the value of existing shareholders’ investments, contrary to premium at market.

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9-31

Contributing Shares and

Instalment Receipts

• Shares on which only part of the issue price has been paid.

• The issuing company can call up the unpaid part (reserve capital) of the issue price in one or more instalments.

• Instalment receipts are issued when existing fully paid shares are offered to the public, with the sale price to be paid in two instalments.

• The instalment receipts differ from partly issued shares due to the following factors:

– Timing of instalment is specified at the time of original sale.

– Instalments are payable to the vendor of the shares.

– Holders of instalment receipts are entitled to the same dividends as holders of fully paid shares.

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9-32

Share Purchase Plans

• ASX-listed companies can raise limited funds from existing shareholders through share purchase plans.

• Prospectus not required as long as they comply with ASIC Policy Statement 125.

• Limit of $5000 from each shareholder p.a.

• Attractive because shares are issued at a discount to market price, and there are no brokerage fees.

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9-33

Share Options

• Share options give the holder the right, but not the obligation, to purchase an ordinary share at a stated price at a future date.

• Exercise of the option will depend on the exercise price relative to the market price of the share around the exercise date.

• Company options may be issued free with the underlying share or sold at a price set by the issuing company:

– To employees.

– As a sweetener to an equity issue.

– As a sweetener to a private debt issue.

• Company options often restrict the holder from exercising the option for a certain period after it has been granted.

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9-34

Choosing between Equity-Raising

Methods

• Several external sources of equity have been considered.

• Most involve long-term arrangements; for a significant one-off equity raising, only rights issues and placements are practical.

• Companies generally prefer placements to rights issues

— bias for placements up to regulatory limits.

• Advantages of placements include speed (days rather than weeks) and lower transaction costs; also shares can be placed with ‘friendly’ shareholders.

• Rights issues are seen as equitable to existing shareholders.

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9-35

Choosing between Equity-Raising

Methods (cont.)

• Combination issues:

– When amount of funds is sought to be above the ceiling, company could make a placement in combination with other equity raising; for example, share purchase plan or nonrenounceable rights issue.

• Different features of combination issues:

– Issue price is determined by book build, which is then used to determine share prices for the second component of the issue. (See p. 262, Macquarie Bank example)

– Three offers of shares: a placement, an institutional entitlement offer, and a retail entitlement offer. (See p. 263,

Alesco Corporation example)

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9-36

Employee Share Plans

• Companies raise significant funds through employee share plans.

• Primary purpose of such plans is to motivate senior managers and other employees by giving them an ownership interest in the company.

• Types of employee share plans:

– Fully paid share plans.

– Partly paid share plans.

– Option plans.

– Employee share trusts.

– Replicator plans.

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9-37

Internal Equity Financing

• Internal equity financing refers to the positive net cash flows generated by a company — funds from operations.

Total Internal Equity Finance = operating profit before tax

+ depreciation charge

- income tax - dividend payments

• Management can influence the level of retained profits by the dividend policy.

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9-38

Depreciation Charges

• The above equation might give the impression that depreciation is a source of finance.

• Depreciation reduces profits and, therefore, the funds available for distribution as dividends.

• A profitable company will end up retaining funds at least equivalent to depreciation charges.

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9-39

Dividend Reinvestment Plans

• Allows shareholders the choice of reinvesting their dividends in the company (by purchasing additional shares).

• Advantages

– Avoids relatively high transaction costs if shareholders used dividends to acquire additional shares.

– Shares often issued at a discount to current market price.

– If companies achieve a sufficient reinvestment rate, it enables them to pay franked dividends, which transfer tax credits to shareholders and retain cash to fund investments.

• Disadvantages

– Reinvestment of dividends could be dysfunctional if company has few prospects for future profitable investments, and/or if cash position is quite healthy.

– By increasing the company’s equity base, a DRP dilutes key indicators such as EPS.

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9-40

Managing a Company’s Equity

Structure: Bonus Issues

• ‘Free’ issue of shares made to existing shareholders in proportion to their current investment.

• Equivalent to a rights issue with a subscription price of zero.

• Should have no effect on shareholders’ wealth, but there may be an announcement effect due to the information conveyed.

• A bonus issue may be made :

– To provide the market with information.

– To maintain total dividend payout with management reducing the dividend per share.

– If a company’s shares are thinly traded.

• Bonus issues are treated as dividends for taxation purposes unless made from the share premium reserve

(identified for tax purposes).

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9-41

Share Splits

• Made by companies with a ‘thin’ market for their shares.

• Existing shares are replaced by new shares issued at a ratio of greater than 1 for 1. Large Australian companies that have made recent share splits include

Computershare, Patrick Corporation and Toll Holdings.

• Justified as a means to increase liquidity and affordability of shares to retail investors. Theoretically, a share split should have no effect on share price or volume.

• Empirical evidence on benefits is mixed:

– Number of shareholders and transactions both rise after share splits but little evidence of volume increases.

– Splits increase bid-ask spreads and return volatility, signs of lower liquidity.

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9-42

Share Consolidations

• A share consolidation or reverse split decreases the number of shares on issue and increases the price per share.

• Reasons for share consolidations:

– Raise share price to a popular trading range and overcome perceptions that the company is not respectable because of its low share price.

– Reduce transaction costs and lower the cost of maintaining the company’s share registry.

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9-43

Summary

• New ventures can seek finance from wealthy individuals and private equity funds.

• New share issues must satisfy disclosure requirements — usually with a prospectus.

• Ordinary shares have a residual claim on a company — lowers financial risk.

• Benefits of equity finance — company is not required to pay dividends or redeem shares, also lowers cost of debt finance.

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9-44

Summary (cont.)

• Initial public offering of shares is referred to as floating a company. The long-term performance of IPOs still remains controversial.

• Book build is an increasingly popular means of issuing new securities.

• Existing public companies can raise funds through the use of rights issues, private placements, contributing and preference shares, and share options.

• Internal equity — retained earnings is a lowcost and popular source of finance.

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9-45

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