Chapter 3 - Equities Flashcards
What two documents are required for registering a company in the UK with Companies House
- Memorandum of Association
- Articles of Association (Internal Rules)
What is the difference between a private and public company?
Private Company:
1. Can have just one shareholder
2. Have Ltd in the name
Public Company:
1. Has a minimum of 2 shareholders
2. Has PLC in the name; PLCs are permitted to issue shares to the public.
All listed companies are plcs, but not all plcs are listed.
‘Limited’, whether as in ‘ltd’ or ‘plc’, means that the liability of shareholders for the debts of the company
is limited to the amount that they agreed to pay to the company on initial subscription.
Within what period do public companies need to hold AGMs?
Within 6 Months of the finanical year-end
Companies also have the right to call general meetings throughout the year for other important issues e.g. takeovers, capital rasing,
What rights does a shareholder get in an AGM?
- To attend the meeting
- To vote
- To speak
- To appoint a proxy to vote (but not speak)
A >50% majority is needed for any resolution to be passed
What is a special resolution in an AGM?
It is a matter of major importance and needs at least 75% approval for it to be passed (unlike an ordinary resolution which is only >50%)
What are the 2 key features of Ordinary Shares?
- Carry the full risk and reward of the company. They share profits of the company through dividends
2.. Can vote and put forward on company resolutions at meetings.
Some ordinary shares may be referred to as partly paid or contributing shares where they have not been fully paid.
What are the 4 key features of Preference Shares
- They have elements of both equity and debt
- They have legal priority (known as seniority) over ordinary shares.
- They are non-voting (except in certain special circumstances)
- Pay fixed dividend - Depending on type of preference share
Preferred stockholders have a priority over bondholders in the event of bankruptcy to the income, but not to the proceeds in a liquidation.
What are the three types of Preference Shares?
- Cumulative
- Non-Cumulative
- Participating
What is the key feature of a Non-Cumulative Preference Share?
in relation to dividends
If dividends cannot be paid in a particular year, perhaps because the company has insufficient profits, preference shareholders would receive no dividend.
What is the key feature of a Cumulative Preference Shares
in relation to dividends
The dividend entitlement accumulates if not paid during a particular year that the share was owned.
Assuming sufficient profits, the cumulative preference shareholders will have the arrears of dividend paid in the subsequent year
What are the 3 key features of a Participating Preference Shares?
in relation to dividends
- Participating preference shares entitle the holder to a basic dividend.
- Directors can award a bigger dividend in a year when the profits exceed a certain level (also known as bumper profits)
- Preference shares may also be convertible or redeemable.
What is a Convertible Participating Preference Share?
A preference share that carries the additonal option to convert it to an ordinary share when the comapny allows it.
What is a Redeemable Participating Preference Share?
A preference share that carries the additonal option of having their nominal value of the shares paid back to the preference shareholder and the shares cancelled.
What are the benefits of owning shares?
- Dividends
- Capital Gains
- Shareholder Benefits
- Shareholder Rights
What is a naked/uncovered dividend
When a company pays out dividends totaled more than the profits per annum.
How do investors compare dividends between companies
Using dividend yields, denoted as a percentage.
(Dividend (£1m)/Market capitalisation)x100
What are 2 reasons a dividend yield may be higher than average?
- The company is mature and is able to genereate healthy levels of cash but has limited growth potential
- The company has a low share price and the high dividend yield makes it more attractive.
What are 2 reasons a dividend yield may be lower than average?
- The share price is high.
- A large protion of the profits are to be funnelled back into the buisness (rather than be paid as divideds)
Doing (2.) can further raise share prices.
What is the term used to descibe the profit/losses on an unsold share
Unrealised Gain/Loss
What is Unrealised Gain/Loss
The profit/losses on an unsold share
What are the risks of owning shares?
- Market and Price Risk (Share price might fall)
- Liquidity Risk (Low volume, shares may be difficult to sell if nobody is buying)
- Issuer Risk (Company collpases/goes bankrupt and shares are worth 0)
- FX Risk (Indirect or Direct: Currencies fluctuating in price if shares are denominated in foreign currency)
Smaller companies are more at liquidity risk.
What are the two UK shareholders rights?
Right to Subscribe for New Shares (Rights Issues)
By which a company can raise additional capital, with existing
shareholders having the right to subscribe for new shares first before offering it to the public.
Right to Vote
E.g. At an AGM. 1 Share = 1 Vote normally.
If a company were able to issue new shares to anyone, then existing shareholders could lose control of
the company, or at least see their share of ownership diluted. As a result, under UK legislation, existing
shareholders in UK companies are given pre-emptive rights to subscribe for new shares. (Mr. “A” owns 20% of the company, he is offered 20% of the new shares).
What is a nominee company?
nominee companies – these companies are used solely for holding and administering shares and other investments
It does not trade, and so is described as ‘bankruptcy
remote’ as the chances of it going into liquidation are low. It is the nominee’s name that appears on the
record of ownership of the shares and so, if the shareholder wishes to vote, they will need to arrange for
the operator of the nominee account to vote on their behalf.
What are the three types of European corporate actions and what one does the US not have?
- Mandatory
- Mandatory with Options (e.g. Rights Issue)
- Voluntary
The US does not have (2.)
- A mandatory corporate action is one mandated by the company, not requiring any intervention
from the shareholders or bondholders - A mandatory corporate action with options is an action that has some sort of default option that
will occur if the shareholder does not intervene - A voluntary corporate action is an action that requires the shareholder to make a decision
How would you denote a for example, a bonus issue, wherby it gives shares that for every 4 you own, you will get 1 in addition in Europe and Asia?
Security Ratio
1:4 (Rights Issue)
This is the standard approach used in European and Asian markets and can be simply remembered by always expressing the
terms as the investor will receive ‘X new shares for each Y existing shares’.
How would you denote a for example, a bonus issue, wherby it gives shares that for every 4 you own, you will get 1 in addition in the US?
5:4 (Rights Issue)
The approach differs in the US. Here, the first number in the securities ratio indicates the final holding
after the event; the second number is the original number of shares held
What is Bonus Issue Corporate Action?
Also known as Scrip or Capitalisation Issue
- Where a company gives “free” shares to exisiting shareholders.
- it is a mandatory corportate action
- Increases liquidity
- Keeps the share price low (attractive for investors)
- Does not raise extra cash.
The company is simply increasing the number of shares held by each shareholder, and ‘capitalises’ earnings by transfer to shareholders’ funds.
It is especially attractive for investors on brokerages that do not use fractional share trading
What are each of the 3 key features of a stock split and also a reverse stock split?
reverse stock split is also reffered to as consolidation of shares
Stock Split (Similar to Bonus Issue.)
1. Does not raise extra cash.
2. Splits up existing shares in to more but the same collectively the same value. 1 share at £1 has been changed to 5 shares at £0.20 for the investor.
3. Mandatory Corporate Action
Reverse Stock Split:
1. Does not raise extra cash.
2. Combines existing shares in to less but the same collectively the same value. 5 shares at £1.00 has been changed to 1 shares at £5.00 for the investor.
3. Mandatory Corporate Action
Reverse stock splits are used to increase the price of the share whereasstock split is used to decrease it.
These are considered mandatory.
What are the 3 key features of dividends?
- Mandatory Corporate Action (sometimes with options)
- Profits of the company are passed to the shareholders as either cash or share amounts (where the option comes in).
- Has a Declaration Date, Ex-Date (xd), Date of record (2 days after xd) and a Pay date
The date of record is 2 business days after ex-date due to Europe and the US having a settlement time of 2 business days, denoted as T+2.
US is looking to reduce this to T+1.
Also note holidays will affect the business days. NASDAQ will not close for a UK holiday, although LSE will.
Date of record is also known as: record date, register date. books closed date.
What are the two types of Takeovers?
Hostile
A hostile takeover occurs when one corporation, the acquiring corporation, attempts to take over another corporation, the target corporation, without the agreement of the target corporation’s board of directors and directly appealing to the shareholders.
Friendly
A friendly takeover occurs when one corporation acquires another with both boards of directors approving the transaction. Most takeovers are friendly,
A successful takeover (gained control) is considered to be one where the predator company acheives over 50% of the share holdings in the target company.
What is a Merger?
- When two companies (of similar size) combine to become a larger entity and both the board of directors are in agreement.
- The company who takes over the rights and responsibilities over the other company is known as the surviving company
The largest merger was Vodafone AirTouch plc trying to aquier Mannesmann AG.