Chapter 11 Flashcards
What are features of an ordinary share (common stock)?
- Part-owner of the company (voting rights)
- Variable profit distribution (dividends) - no guarantee
- Rank after debt providers and preference shares if company folds
What are features of preference shares (preferred stock)?
- Normally no voting rights (sometimes if dividends not given for a while voting rights given)
- Fixed dividend (not certain on receiving)
- Rank after debt providers but before ordinary shares if company folds
What is a fixed dividend based on
Fixed % of the face value / nominal value on the certificate
What is the feature of a cumulative preference share?
If a dividend can-not be paid one year then the Dividends are back paid from the last missed period
Why may a participating preference share be needed and what is the features of this
If one year is exceptionally good (variable dividend receivers would receive a lot more) – thus in a participating preference share the company will make up towards the variable dividend amount
If the company folds then can expect more than the nominal value if the company folds
What is a convertible preference share?
have a preference share that can become an ordinary share (one time movement)
Why may a convertible preference share be wanted?
Allows to move away from creditor role and partake in voting
what are shares normally in terms of time duration
perpetual (until company folds)
How does an American Depository Receipt (ADR work?)
Non-US subsidiary usually of a US bank purchases a number of non-US shares, then sells a certificate of beneficial ownership
If dividend paid these are paid to the US company. The US company will then exchange this to $ and then send this to those who have the beneficial ownership.
But inherent FX risk
What is and American Depository Receipt (ADR)?
A stock that trades in the US but represents a specified number of shares in a non-US company
What are ADRs traded on and what currency?
Traded on NYSE and NASDAQ in US$
What are ADR dividends paid in
Dividends paid in US$
Are ARDs available in other currencies?
yes e.g. global depository receipts
What are ADR receipts not?
Not ‘pure’ bearer
What are the main methods of equity issuance?
- Placing
- Offer for sale
- Intermediaries offer
What is placing
New shares placed with institutional investors by an issuing house (investment bank)
Why is placing cheaper?
Marketing - as don’t really need a prospectus or road show etc. – lighter / no marketing.
Regulation - less regulation as selling to institutional.
What is an offer for sale also known as?
An I.P.O
what is an offer for sale?
New shares offered by an issuing house (investment bank) to the general public
What are the two types of offer for sale? And features?
o Offer for sale by tender
- Issuing house invites offers from the public
- Maximum and minimum guide price – giving the issuing house a good method of finding the optimum price for shares
o Offer for sale by subscription
- Underlying company offers the issue to the public
- Widely known to public company and one with experience
What is an intermediaries offer?
A number of brokers place an issue with their clients
What can happen post an initial issuance
Follow on issues
What are follow on issues - in reference to original share holders?
Dilutive
What is a rights issue?
Existing shareholders have the right to subscribe for news shares in proportion to their current holdings, at a discount to current market price
What are the three options in response to a rights issue?
- Lapse aka do nothing (companies sell to someone who is interested and gain something of the proceeds on the sold rights)
- Take up rights – pay subscription price before the cut-off date
- Nil-pay price – sell the rights yourself
What is a scrip (‘bonus’ / ‘capitalisation’ issue?)
Existing shareholders have the right to subscribe for news shares in proportion to their current holdings for free
How is a stock split different from a scrip issue
Stock split will not be reflected on the balance sheet. A stock split is creating something new. Increasing the number of shares in issue will decrease the nominal value but there is no change to the share premium.
Not recorded. Just included in the footnotes to the account
What is the purpose of a scrip issue usually
To create liquidity - in the UK don’t like share prices getting too high
In a rights issue what will happen to the balance sheet
The number of shares issued (in the called up share capital) and the share premium would increase on the bottom
on the tip the cash entry would increase
In a rights issue what will happen to the balance sheet
The number of shares issued (in the called up share capital) would increase and the share premium would decrease on the bottom
Cash would not increase on the top but the share premium account will decrease as much as the called up share capital increases
How does a scrip issue affect EPS (earnings per share)?
Number of shares has increased so earnings per share will be diluted
what does a dividend yield summarise?
The current income level from shares
What are the limitations of dividend yield?
- Ignores the capital change (share price) - is simply a snapshot
- Based on current year dividends (that may change in future)
What is the holding period return?
The return from holding ordinary shares comes from dividends and capital gains (or losses)
What does dividend cover indicate?
whether a firm will be capable of maintaining its current level of dividend
what is the assumption of the dividend discount growth model (gordon’s growth model)?
the assumption that there is a constant dividend growth rate
- this is because dividend policy and growth rates might fluctuate with the economic environment or with the investment policy of the firm and therefore this assumption might be entirely inappropriate
List shortfalls of using earnings per share as a method for equity valuation
1) where dividends per share are dependent upon the availability of sufficient cash flows to meet the payment, EPS is based on accounting earnings. Earnings are an accounting definition and may be distorted by accounting standards and policies, one-off purchases and write-offs.
For this reason EPS is not indicative of a firm’s ability to meet or maintain current dividend levels
2) it is also an absolute (i.e. monetary) measure, and so is not useful for inter-company comparisons
3) EPS can be analysed over time as growth in the EPS from one year to the next indicates better performance. But any growth may be as a result of the number of shares in issue changing. (rise due to a fall in the number of shares and vice versa).
what is a diluted EPS
when a company reports its EPS figure, it must also disclose a ‘diluted’ EPS, which is a hypothetical EPS figure.
This is based on the new number of shares that would have been in issue if stock options had been exercised.
The idea is that with more shares in issue the EPS will fall, and the company must make all current shareholders aware of the potential effect this will have on the EPS
when must diluted EPS be disclosed
diluted EPS must be disclosed alongside EPS, if there would be reduction in future EPS due to stock options and other potentially dilutive securities in issue e.g. convertible bonds and warrants
what are the two major potential problems with the Price-earnings ratio?
1) if a company has negative earnings this will make the PE negative and therefore not useful. The negative earnings may be due to the cyclical nature of the industry and the current state of the economy. Equity valuation should be based on long term prospects, not the current state of the economy.
2) The ratio is based on accounting figures (earnings) which are subject to various accounting standards and policies. When comparing companies need to be aware that different companies adopt different accounting policies, even if following the same standards. Cross-border comparisons are even tougher when you bring in conflicting standards of accounting practice.
what is a potential problem with the price to book ratios for a company
must be aware of possibly accounting distortions. A company with older assets than other companies in the same industry will have a lower book value and thus a higher PB ration
what is a potential problem with the price to sales ratio for evaluating a company?
- Sales do not necessarily mean profits for the shareholders. Valuation techniques should be closely linked to returns to the investors, not the top line of the profit and loss account
- the sales of the company are not just generated by equity capital but also by debt i.e. the PS ignores gearing (proportion of the company assets that are funded through debt)
drawbacks to using the price to cash flow ratio
1) The cash flow measure in the denominator can be calculated in several ways to reflect different types of cash flows with free cash flow to equity holders, for example, being calculated differently from cash flow to the shareholders
2) It neglects the impact of non-cash components, such as deferred revenue, which will eventually be realised as a tangible / measurable cash item
3) like all multiple valuation techniques, the PCF ratio is a rather simplistic approach to comparing firms or sectors and should be complimented with discounted cash flow techniques
what is financial gearing
the level of a company’s debt relative to its equity capital, usually expressed as a %
it is a measure of a company’s financial leverage and shows the extent to which its operations are funded by lenders versus shareholders
a higher gearing will be associated with
lower price or lower firm equity value
