Proceedings of 3rd Global Accounting, Finance and Economics Conference 5 - 7 May, 2013, Rydges Melbourne, Australia, ISBN: 978-1-922069-23-8 Studying Market Reaction to Right Share Offers in Bangladesh Dr. Sharif Nurul Ahkam and Tawfiq Mostafa We have examined the right offers made between January 2010 to October 2012 by companies listed on the Dhaka Stock Exchange and tested the speed of adjustment of market price of the issuers to the right issues. The analysis leads to the conclusion that the adjustment is not immediate, the market price is about 10-11 percent higher than the right adjusted price on the average and the difference is statistically significant. It takes about 15 days for the market price to reach a stage where the difference between the market price and right adjusted price is no longer statistically significant. This delay in adjustment can actually lead to a profitable strategy for investors in which the investor holds the stock till record date and then sells the stocks at the first opportunity after the record date. 1. Introduction Right issues and seasoned issues have received considerable attention of researchers. When a firm chooses to raise new equity capital by offering shares to the general public, usually through an underwriter, such a mode of offer is known as seasoned issue and it is prevalent in the USA. In rest of the world, especially Europe and Asia, new offers are generally made exclusively to the existing shareholders usually at a price which is substantially lower than the market price and such an offer is known as a right offer. In some countries, firms are required to make right offers to existing shareholders first in order to respond to probable dilution of control of the business. In some cases, the firms’ articles take the option of an issue to the general public out. In Bangladesh, right offers are the norm when a firm chooses to raise new equity capital. Usually, existing shareholders can take up new shares at a certain stated proportion to their holding at the issue price which is generally substantially lower than the going market price. The shareholder who is offered the rights, can choose to exercise or renounce in favor of a nominated potential investors. Rights, however, do not trade independently in Bangladesh. The most popular phenomenon researchers paid attention to is the market price reaction in response to right offer announcements. Typically, event study methodology had been applied to examine the phenomenon. Wood (1975) lists several reasons why there should be a market price reaction. The most obvious one is the response to the lower diluted earnings per share (EPS). However, market probably will also factor in the potential of increased EPS that may result from investing the new capital. Therefore, the profit margin on the new capital, if it could be estimated would contribute to price reaction. A second contributor to price reaction may be the leverage effect. New equity issue via rights reduce the leverage of the firm and hence the present value of tax shield and should have a negative effect on the value. A third factor influencing the price may result from an expected change in the dividend policy that may be intentionally or unintentionally conveyed through a decision to issue right shares. _____________________________________________________ Dr. Sharif Nurul Ahkam, Associate Professor, School of Business, North South University Tawfiq Mostafa, Lecturer, School of Business, North South University Proceedings of 3rd Global Accounting, Finance and Economics Conference 5 - 7 May, 2013, Rydges Melbourne, Australia, ISBN: 978-1-922069-23-8 In a well functioning or an efficient market, the market price should reflect the average expectation of the market due to all these factors. Therefore, it makes sense to postulate that we will see market reaction to a rights announcement around the announcement date. Typically we should expect a decline in price when the right is announced. We, however, contend that the traditional event study methodology is not appropriate for studying this. We put forward a new methodology in this paper which, we believe is more robust. We will discuss this methodology in the section following literature review that follows now. 2. Literature Review Unfortunately, most of the recent literature on this topic in the South Asian region is flawed. Raheja, Bhadwaj and Priyanka (2011) have only 10 samples and report that the EPS actually went up after right issue, which is contrary to expectation. They also report a decline in the market price of the issuing firms which is consistent with expectation, but the decline is not proportional to the issue ratio. They do not report whether the differences are significant or not. Lukose and Rao (2003) had a more extensive study of 392 right issues of Bombay Stock Exchange companies spanning 1991-2000 and concluded that market valuation decline during the post-issue period after a run up in the pre-issue period. Their results of the study suggest that people overinvestment in the cum-right period and agency models can better explain the decline in performance compared to asymmetric information hypothesis. Rinne and Suominen (2007) also reported positive run-up before public cash offers, followed by a negative long-run underperformance for those stocks whose investors have highly dispersed opinions (measured using the dispersion in analysts' earnings estimates). A paper by Pathak and Giri (2007) provides some contrary evidence in Nepalese Stock Exchange. There was generally no run-up prior to announcement, and decline was not necessarily the norm. However, the trading in the sample stocks was very thin and any conclusion drawn is suspect. (Unfortunately, due to printing mistake, it is impossible to determine the time of the right offers.) Miglani (2011) studied 32 right issues made in the period 1995-2010 in India using event study methodology and found statistically significant abnormal return on the announcement and surrounding days. Mehjabeen and Haque (2010) studied 25 right issues in Bangladesh spanning a period of 2001-2008 applying event study methodology and report that there were run-up prior to the announcement followed by decline. (Unfortunately, all the tables the authors referred to are missing.) The authors attribute the decline to negative signal indicated by a new stock issue while it appears that they totally ignore the dilution effect. Kabir and Rosenboom (2002) examined the Netherland stock market announcement effect of rights issues and observe that a statistically significant stock price decline takes place when companies announce rights issues. They also observe further stock price decline during the subscription period. When they analyzed post-rights issue operating performance of firms, they found that, consistent with the announcement period decline in stock price, rights issuing firms subsequently exhibit a statistically significant decline in their operating performance. Additional investigation of both stock and operating performance decline Proceedings of 3rd Global Accounting, Finance and Economics Conference 5 - 7 May, 2013, Rydges Melbourne, Australia, ISBN: 978-1-922069-23-8 provides full support for the information asymmetry hypothesis, partial support for the free cash flow hypothesis but no support for the window of opportunity hypothesis. 3. Fundamentals of Right Share Valuation Assumptions The following simplifying assumptions are made: 1. 2. 3. 4. 5. Current market price reflects fair value of the stock and all available information. No dividend of any kind during the right share offer window. Share value is not expected to grow within the right share offer window. Market value utilizes a discounting process to determine the present value. All shareholders will subscribe for the additional issue. The following symbols are used to develop the initial specification. P0 = current market price (before right offer is announced.) k = the discount rate α = the fraction of shares issued for each share held. Q = issue price. If the issue price is discounted by a fraction, β, then Q = (1- β)* P0. Factoring in Dilutive Effect When a firm announces α shares for every one share held, the shareholder will hold (1+α) shares after subscription. After announcement, the intrinsic value of one share with a right to acquire α share at market price is given by Value of 1 share with a right = [(P0 + α* P0)/(1+α)]/(1 + k/m)n. (Equation 1) In the above equation, m may be taken as 360 to convert the discount rate to daily discount rate and n is the number of days till the acquisition of the right share. If the offer price is discounted by a factor of β, then the above equation takes the following form: Value of 1 share with a right = [(P0 + α*(1-β)* P0)/(1+α)]/(1 + k/m)n. (Equation 2) To illustrate, assume the current market price per share before the announcement is Taka 80 and now the firm announces a right offer of 1 share per one share held at an issue price of Taka 40. The nominal value of one share and the right becomes (P0 + α*(1-β)* P0) = 80 + 1*(1.5)*80 = Taka 120. The nominal value of each share then becomes Taka 120/(1+1) = Taka 60. This price is to take effect after issuance of the right shares. At 20 percent annual rate and 90 days to actual disbursement, the present value of each share will be Taka 60/(1+.20/360)90 = Taka 57.07. Proceedings of 3rd Global Accounting, Finance and Economics Conference 5 - 7 May, 2013, Rydges Melbourne, Australia, ISBN: 978-1-922069-23-8 The equation that we used, which was a very convenient formula, is better explained by an example. Assume that a right offer is made where one share will be issued for every two shares held on record date for an issue price of Taka 20. Suppose the market price of the firm’s share on record date is Taka 100. Thus the shareholder has to hold two shares worth Taka 100 each which gets him one share at Taka 20. Once the right share is issued, he will hold three shares. The total value of his holding at the time of issue, assuming no other influence on price will be 2*100+20, producing an average price of Taka 220/3 = Taka 73.33 which should be discounted to present time. Thus, the value of one share will be Value of 1 share with a right = [2*100+20)/(2+1)]/(1 + k/m)n. (Equation 3) Once the right share offer is announced, the market should factor in the adjustment discussed above and should decline in value to reflect the right offer until the offer is completed. In the mean time, assuming no other intervening price influencing factor, the share price will fluctuate primarily influenced by market movement. 4. The Test Design As one can see from the above discussion, the price of the shares of a firm issuing right shares at a discount should immediately decline when the market absorbs the dilutive information in the rights issue. However, as we have stated earlier, several studies indicated that there is actually a price run up around the announcement day. From casual discussion with several traders in Bangladesh, it appears that many investors feel that there is a window of opportunity to grab the right shares at a cheap price. In order to test if the market makes the dilutive price adjustment, we propose the following test design. First, let us just assume that rights were not being offered. Assuming no other price influencing factors other than the general market movement, the stock price of the specific firm may be predicted by the following equation: Pjt = a + b Pmt (Equation 4) Pjt in the above equation is the market price of the specific stock j at time t and Pmt is the appropriate market index at time t. The estimate of a and b in the above equation may be obtained on the basis 50 price pairs before the announcement. However, the model used here to forecast the prices post the record date is a very simple one and we will have to continue our search for a better model. At this point, this may be an weakness in this test design. Once we obtain the coefficient values for equation 4 for a select stock, necessary number of forecasts to cover the subscription period up to credit date will be obtained using the estimated equation. If the slope in the estimate is statistically insignificant, then the last available price just preceding the right offer announcements may be taken as the best estimate of the later prices had there been no right offer announcement. So, if we have 50 instances of rights issue in our observation period, we will have fifty sets of forecasts providing us the best estimate of prices had there been no rights offer. Proceedings of 3rd Global Accounting, Finance and Economics Conference 5 - 7 May, 2013, Rydges Melbourne, Australia, ISBN: 978-1-922069-23-8 We will use the above to form the basis for adjustment for rights. With fifty samples, we will have fifty projected prices with adjustment for rights for each of the days of prices we track (after the record date). The adjustments were made using equation 2. The discount rate we used is 25 percent. This is a reasonable rate for Bangladesh and is based on two recent articles, one by Ahkam and Rahman (2011), and a second one by Ahkam and Hossain (2013). After the forecasted prices adjusted for rights are obtained, those will be paired with actual market prices for each of the stocks. The plots for our first sample looks like the following. Actual price Versus Right Adjusted Price of Firm X Projected and Actual price of Stock 1,000.00 900.00 800.00 700.00 600.00 500.00 Actual price 400.00 Right adjusted 300.00 200.00 100.00 0.00 1 4 7 10 13 16 19 22 25 28 31 34 37 40 43 46 49 52 55 58 61 Days since the record date If the adjusted price minus the paired market price remains consistently below zero, the conclusion will be that the market does not make adequate downward adjustment for the dilution effect of the right issue. If the market price is consistently lower than the adjusted price, the implication is that the market over-adjusts for the right issue. The difference should disappear after the right shares are issued. Thus, the null hypothesis is as follows: Ho : μdiff = 0 Ha: μdiff ≠ 0 In this structure, the paired difference for each day for each firm is to be computed. For each day, there will be a sample mean difference which is the test statistic. This difference will be obtained for 50 days and a t test will aid us to draw conclusions regarding the statistical significance of the differences and at what point, the difference stops to be statistically significant if it does so. The o0bserved t value is given by the following equation: t = Average sample difference/ sd /√ (n-1) In order to accomplish the above, the following steps will be taken: 1. Select sample firms with right offers in last three years. Proceedings of 3rd Global Accounting, Finance and Economics Conference 5 - 7 May, 2013, Rydges Melbourne, Australia, ISBN: 978-1-922069-23-8 2. Obtain the announcement date, date of SEC approval, and ex-right date (record date). 3. Obtain stock price of each stock for 50 days preceding the ex-right date and corresponding DGEN Index values. 4. For each stock, estimate the forecasting equation Pj = a + bPm using the price of the stock and DGEN Index values for 50 days preceding the ex-right date. (If b is insignificant, the latest price will be used as the best estimate of pre-adjustment price.) 5. Using the estimated forecasting equation for a stock, generate the pre-adjusted price for each stock for the days necessary. 6. Complete the adjustment for rights using equation 2 till the credit date. 7. Obtain the corresponding actual market price of the particular stock. Pair them with step 6 values. 8. Compute paired differences for each stock for the necessary number of days. 9. Test for significance and draw conclusions. Samples We have obtained data for 48 companies listed on the DSE offering right shares during the period spanning January 2010 to October 2012. The following Table gives an indication of the industry classification (according to DSE) of these companies. It may be worth mentioning that banks and financial institutions were required to increase their capital base during the sample period and banks resorted to issuing right shares for this purpose. It may be assumed the other firms in the sample issuing right shares were not forced by regulatory reasons to issue new shares but did so for their own needs such as financing expansion or rebalancing and modernization. One problem with the design explained above is that the length of the subscription period varied from company to company. Moreover, the distances between credit date and record date are also different for the sample firms. As a result, the actual number of days the price deviation was observed was different for different samples. This resulted in fewer sample observation of the price differences for firms which took longer time to credit the right shares. This meant that the sample size needed to estimate the standard error of the paired differences varied. We have determined a confidence interval of the differences to see how many days did it take on the average for the actual price to fully reflect right adjustment and typically it was less than a month. Table: Industry Group of Sample Firms Industry Groups Banks and Financial Institutions Insurance Textile Cement Ceramic All others Total Number of Firms Offering Rights 20 13 4 2 1 8 48 Proceedings of 3rd Global Accounting, Finance and Economics Conference 5 - 7 May, 2013, Rydges Melbourne, Australia, ISBN: 978-1-922069-23-8 5. Findings Theoretically, the market price should reflect the dilution right after the record date. However, that does not seem to happen. Of the 48 companies, only eight companies had market prices drop enough to reflect 100 per cent adjust for rights. The other companies reflected significant delays in the adjustment. To examine how many days it took for the stock price to adjust, first we obtained a ratio of market price to the price that should reflect rights adjustment using the equation below: Price ratio=Right adjusted price (per equation 2)/Market Price Doing this states the right adjusted price as a ratio of the market price where the standard market price is Taka 1. Thus, a ratio of 0.9 will indicate that the market price is about 11 percent higher than what it should be. When the market price fully adjusts to right shares, the ratio should be one. We tracked this ratio starting from record date till credit date and for each day, we computed the average ratio with the corresponding standard error. The results are presented in the following chart. The middle line of the chart tracks the ratio of the prices from the record date. The upper and lower curves are the 2 sigma confidence interval of the ratio. From the chart, we can conclude that on the first day when the right adjustment should take place, market price is significantly higher (about 11 percent on the average) than what it should be. Individually, the prices of some firms are much higher than the expected right adjusted prices. The average ratio remains lower than one until about the 35th day indicating that it may take that long for the market to fully reflect the adjustment for right shares. However, the upper band pushes above the value of 1 around the 17th day which will lead us to conclude that the price difference by that time may be just due to random fluctuation. Chart: Ratio of Right Adjusted Price to Market price 1.2 1 0.8 0.6 0.4 0.2 0 1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 47 Ratio of Theoretical Price to Actual Price Upper Band Lower Band If this pattern persists, then it leads to an obvious profitable strategy. Investors should buy and hold the shares till the record date and should sell the stocks immediately after the record date to take advantage of the higher than the correct price. This will allow them to grab the right shares at significant discount and the new issues should jump to the theoretical price. Thus, a window of opportunity may actually exist for investors. It is somewhat baffling to see why some stocks are not adjusting to the right issue. Consider the following chart depicting the price trend of a sample firm. The market price of this stock was Proceedings of 3rd Global Accounting, Finance and Economics Conference 5 - 7 May, 2013, Rydges Melbourne, Australia, ISBN: 978-1-922069-23-8 Taka 577 (which did show some decline from previous price) while the right adjusted price was Taka 512. It is truly puzzling to see some investors paying that much knowing (perhaps not knowing) that the stock should not sell at any price higher than Taka 512. Chart: Difference between Actual Market Price and Right Adjusted Price 100.00 50.00 0.00 -50.00 23-06-2010 30-06-2010 08-07-2010 15-07-2010 22-07-2010 01-08-2010 08-08-2010 16-08-2010 23-08-2010 30-08-2010 08-09-2010 19-09-2010 26-09-2010 03-10-2010 Market price-Right Adjusted Price 150.00 Paired Difference -100.00 -150.00 Days after record date 6. Concluding Remarks We would like to examine why there is such delay in adjustment. One reason may be attributable to an error in the forecasting and adjustment models. For example, the adjustment depends on the discount rate. However, it does not seem plausible that the discount rate itself can explain the difference in the theoretical and actual price. The price forecasting model may not be correct for some stocks, but we doubt that it will significantly sway the average. For some companies, the announcement of the issue of right shares may send a positive signal to the investors where the message is the new capital will be invested in projects which will significantly improve the profitability of the firm. Overall, we feel that the evidence is quite convincing that there is a statistically significant delay in adjustment to the right issues. If the pattern of delayed adjustment persists, then the obvious strategy for investors and traders is to purchase the stock prior to the record date, hold on to it till the record date, and sell it in the market at the presumably higher than true value at the first opportunity. While the adjustment is immediate for some stocks, for most the price disparity is significant it remains there for at least 15-17 days. Since the average price in the market is about 10-11 percent higher than the right adjustment price on the first trading day after the record date, the strategy should yield decent return for investors. It would appear that this profit, which is almost an arbitrage profit, will be made at the cost of those traders in the market who are not sophisticated enough to determine the fair price reflecting the adjustment for rights. The appeal for this strategy is so obvious that we think that the investors recognizing this opportunity will seek out these shares just before the record date. We wish to extend this study to test if the trading activities and volume increase significantly surrounding the record date. Proceedings of 3rd Global Accounting, Finance and Economics Conference 5 - 7 May, 2013, Rydges Melbourne, Australia, ISBN: 978-1-922069-23-8 We wish to extend this study in several other directions. The most immediate issue we wish to test is if there is a difference in market response between and banks and financial institutions which were required to increase their capital base versus nonbank nonfinancial institutions which did not have to face any regulatory requirement to do so. Next, we would like to see if the stock performance was better for investors of those stocks which quickly adjusted to rights versus those firms which were selling above the right adjusted price during the period between record date and credit date. This will be a comparison for those stock holders who bought the stocks after full adjustment versus those who held on to the stocks at prices above the right adjusted price. A point that had been made in the literature is that firms do not immediately show the benefits of new capital raised through right issues. Perhaps, it takes a couple of years for the investments made with the new capital to generate the cash flows and profits that will show up on the profit and market price performance figures. This will require tracking the performance of these companies for at least three years post the right issue. References Ahkam, SN and Rahman, A 2011, Interest rates, risk premium, and cost of capital in Bangladesh, Cost and Management, Vol. XXXIX Number 6, pp. 12-16. Ahkam, SN and Hossain, SM 2012-2013, Estimating annual returns and cost of equity capital in Bangladesh, North South Business Review, Volume 4 and 5, Forthcoming. Kabir, R and Rosenboom, P 2002, Can the stock market anticipate future operating performance? Evidence from equity rights issues, ERIM Report Series Research in Management, pp. 1-42. Lukose, JPJ and Rao, SN 2003, Operating performance of firms issuing equity through right offer”, VIKALPA • VOL. 28, NO. 4, pp. 25-40. Mehjabeen and Haque (2010), Effect of seasoned offerings on share price: Evidence from Dhaka Stock Exchange, IRCMF Conference Proceedings in 2010, pp. 151-165 Miglani, P 2011, An empirical analysis of impact of right issues on shareholders returns of Indian listed companies, Journal of Arts, Science, and Commerce, Vol. II, Issue 4, pp. 169-176. Pathak, HP and Giri D 2007, Right share issue practice in Nepal, The Journal of Nepalese Business Studies, Vol. 5, No. 1, pp. 93-100. Raheja, R, Bhadwaj, R and Priyanka, 2011, Impact of right issues on MPS and EPS, Journal of Banking, Financial Services, & Insurance Research, Vol. 1, Issue 4, pp. 77-87. Rinne, K and Suominen, MJ, 2007, A Behavioral Theory of Public and Rights Offerings: Empirical Evidence from Europe, http://ssrn.com/abstract=966156 Wood, IR, 1975, An analysis of the possible effects of a right issue on the issuing company’s share price, The Penrose Press, pp. 33-40.