Chapter 3: Equities Flashcards
What 2 documents are required to form a company?
- Memorandum of Association
- Articles of Association
What is the Memorandum of Association?
- Confirms subscriber’s intention to form a company under the Companies Act 2006.
- Agreed to take at least 1 share each.
- Legal statement signed by all initial shareholders agreeing to form the company.
What are Articles of Association?
- Details relationship between company and one of its key sources of finance (owners).
- Contains written rules concerning the running of the company.
What rules do the Articles of Association detail?
- Shareholder rights
- Frequency of shareholder meetings
- Company’s borrowing powers
Who agrees Articles of Association?
- Shareholders
- Directors
- Company secretary
Companies are established as either?
- Private
- Public
What is a Private company?
Ltd companies, where there is one shareholder.
What is a Public company?
PLCs companies, where there’s a minimum of two shareholders.
Which type of company can issue shares to the public?
Public companies (PLCs) - all listed companies are PLCs, but not all PLCs are listed.
What does ‘Limited’ mean?
Liability of shareholders for the debts of the company are limited to the amount that they agreed to pay to the company on initial subscription.
What are Annual General Meetings (AGMs)?
Public companies meetings to give shareholders the opportunity to ask questions to directors about the company’s strategy and operations.
When are Annual General Meetings (AGMs) held?
Within 6 months of the financial years end.
What rights does the Companies Act (2006) provide shareholders to do at AGMs?
- Right to speak
- Right to attend
- Right to vote (or appoint a Proxy)
What is a Proxy?
When a shareholder appoints someone to vote (but not speak) on their behalf at a company meeting.
What matters do shareholders vote on at AGMs?
- Appointment & removal of directors
- Payment of the final dividend recommended by directors
How are matters put to shareholders?
- Ordinary resolutions
- Special resolutions
What’s the difference between Ordinary and Special resolutions?
- Ordinary resolutions - require a simple majority for voting to pass.
- Special resolutions - typically used for matters of major importance, require at least 75% vote in favour to pass.
What is the Capital of a company made up of?
Combination of borrowing and money invested by its owners.
* Long-term borrowings (debt) is referred to as bonds.
* Money invested is typically invested in equities.
What are Shares?
Equity capital of a company. They comprise of Ordinary and Preference shares.
What are characteristics of Ordinary Shares?
- Shareholders carry the full risk and reward of investing in a company.
- Shareholders vote in resolutions at company meetings.
- Receive dividends half-yearly or quarterly.
- Ratify final dividend for the end of the financial year proposed by company directors before it’s formally declared as payable.
- If a company is ‘wound up’, ordinary shareholders are paid last. Money left after creditors and preference shareholders have been paid belongs to ordinary shareholders.
What are characteristics of Preference Shares?
- Hybrid security as they pay a fixed dividend each year - the amount being set when they are first issued and which has to be paid before dividends on ordinary shares can be paid.
- Shareholders have seniority over ordinary shareholders in respect of earnings and assets.
- Non-voting
- Cumulative/non-cumulative, and/or participating
- Convertible/Redeemable
What is meant by Convertible preference shares?
Convert preference into ordinary shares at set intervals or pre-set terms.
What is meant by Redeemable preference shares?
Shares which have a date on which they must be redeemed (when the nominal value of the shares will be paid back to the preference shareholder and the shares are cancelled).
What are the Benefits of Owning Shares?
- Dividends and dividend yield
- Capital Gains
- Shareholder Benefits
- Shareholder Rights
What is a Dividend?
- Return an investor gets for providing the risk capital for a business.
- Paid out of company profits, which form part of their distributable returns.
What are Distributable Reserves?
Post-tax profits made over the life of a company, in excess of dividends paid.
What’s a naked/uncovered dividend?
When a company uses undistributed profits from previous years to cover dividend payments. This may be because the current year’s profits were insufficient to fully cover the dividend.
Why do companies use uncovered dividends?
As a fall in dividend payments can have a negative reaction amongst investors, leading to a fall in willingness to hold a companies shares or provide additional capital.
What is Dividend Yield?
Dividend as a percentage of the current share price.
What is the Dividend Yield formula?
(Total dividend / market capitalisation) x 100
OR
(Div per share / price per share) x 100
What is Market Capitalisation?
Total amount of shares x price per share
What is Capital Gains?
Realised profits between purchase and sale price for shareholder.
Why do some companies have a higher-than-average dividend yield?
- Company continues to generate healthy levels of cash, but has limited growth potential so surplus profits are paid to shareholders.
- Low share price (perhaps because it’s seen to be potentially unsuccessful), thus it’s comparatively high current dividend is not expected to be sustained and its share price is not expected to rise.
Why do some companies have lower-than-average dividend yields?
- High share price, as the company is viewed by investors as having high growth prospects.
- Large proportion of the profit being generated is being ploughed back into the business and not dividends.
What are Shareholder Benefits?
Perks to shareholders, e.g. discounts on products.
What are Shareholder Rights?
- Right to subscribe for new shares
- Right to vote
What are Rights Issues?
A method a company can raise additional capital, with existing shareholders having the right to subscribe for new shares.
Why do companies offer shares to existing shareholders?
So their share of ownership in the company isn’t diluted. Under UK legislation, existing shareholders are given pre-emptive rights to subscribe for new shares.
What is the Right to Vote?
Ordinary shareholders have the right to vote on matters presented at company meetings, e.g. vote on proposed dividends, appointment/reappointment of directors.
How are votes usually allocated?
One share = one vote.
What are the 2 ways in which votes are cast?
- Individual shareholder can attend company meeting and vote.
- Individual shareholder can use a Proxy.
What are the 3 main risks associated with owning shares?
- Market and price risk
- Liquidity risk
- Issuer risk
What’s Market and Price Risk?
Risk share prices in general might fall. Despite maintaining dividend payments, investors could face a loss of capital.
Why does price risk vary between companies?
Volatile shares tend to exhibit more price risk than more defensive shares.
What is Liquidity Risk?
Risk that shares may be difficult to sell at a reasonable price or traded quickly enough in the market to prevent a loss.
What’s a thinly traded company?
Typically occurs with shares in private companies, who don’t have much trading activity.
Why may Liquidity risk occur?
- Difficulty finding a counter-party who’s willing to trade in a share (typically in ‘thinly traded’ companies).
- If share prices are falling in which the spread between the bid price and offer price widens.
What’s Issuer risk?
Issuing company collapses and ordinary shares become worthless.
Which companies have greater issuer risk?
Shares in new companies, who have not yet managed to report profits, may have substantial issuer risk.
When does a Corporate action occur?
When a company does something that affects its shareholders or bondholders.
What 3 types are Corporate actions classified into?
- Mandatory corporate action
- Mandatory corporate action with options
- Voluntary corporate action
What’s a Mandatory corporate action?
- Mandated by the company, not requiring any intervention from shareholders or bondholders.
- Example is a payment of a dividend which happens automatically.
What’s a Mandatory corporate action with options?
- Action has a default option that occurs if shareholders don’t intervene. Until the date the default option occurs, the individual shareholders are given the choice to select another option.
- Example is a rights issue.
What’s a Voluntary corporate action?
Action that requires shareholder to make a decision. E.g. a takeover bid - if the company is being bid for, each individual shareholder will need to choose whether to accept or not.
How are the terms of a corporate action expressed?
A securities ratio
What’s an example of a securities ratio for a bonus issue?
The investor will receive X new shares for each Y existing shares.
What is a ‘cash call’?
Company calls existing shareholders to see if they’d like to buy some more. This is done as they have pre-emptive rights to ensure their proportionate holding is not diluted.
What’s a Rights Issue?
Offer of new shares to existing shareholders, pro rate to their initial holding.