Chapter 4 Flashcards
Why do debt holders face lower risk than SH
Receive interest before SH get dividends, rank higher if the company fails, therefore get lower rate of return
Why do SH face more risk than debt holders
Suffer downside of fall in profits, don’t necessarily get returns,
When can preference share holders vote
at general meeting when dividend is in arrears or when it is proposed to change legal rights of the shares
Obligation to return capital to preference shareholders
If redeemable - fixed amount per share
otherwise no obligation unless liquidated
Issue cost of equity
Up to 15% of finance raised
Rights issue
issue of new shares for cash to existing shareholders in proportion to their existing holdings
Value of the right to subscribe for a new share =
Ex rights price - subscription price
ex rights inc NPV
(MV shares * pre rites issue + Rights proceeds + NPV) / number of shares ex rights
Factors to consider when making rights issue
issue costs - 4% £2m - lots fixed so % fall as amount increase
Shareholder reactions - shareholder react badly sell shares
Control - shouldn’t change
Unlisted companies - SH not have funds to tae up rights and can’t sell as listed
Two methods of IPO
- Offer for sale (shares sold to issuing house (investment bank) who sell to general public
Direct offer / offer for subscription - direct sale
Costs of issuing shares
- Advertising
- Following legal requirements
- Stock exchange regulations (large volumes of info that must b provided (listing particulars/prospectus)
Underwriting definition
The process whereby in exchange for a fixed fee (1-2% of total finance to be raised) an institution will undertake to purchase any securities not subscribed for by the public§
Underwriting definition
The process whereby in exchange for a fixed fee (1-2% of total finance to be raised) an institution will undertake to purchase any securities not subscribed for by the public
form of insurance - ensures all securities are sold
Disadvantage of underwriting
The cost - depends upon characteristics of the company issuing and the state of the market. Payable even if they do not have to purchase the securities
shares hang over the market - when there is a pick up in demand, underwriter will sell, decreasing share price
Venture capital definition
Risk capital - normally provided by a VC firm or individual in return for equity stake
Distinguishing factors of venture capital
More participatory (20-49.9% of shares desired)
More long term focus (involvement usually medium term)
Investor advises and influences management, does not run business
Return as capital gains 3-5 years
Usually sold to another company or floated on stockmarket
Equity ratchet definition
When targets set by VC are not met, extra shares are transferred to them at no extra cost
Advantages of crowdfunding
Available to start ups who may struggle with other types of finance,
Helps attract customers
can be quick
Costs of crowdfunding
Fee to the site
legal/advisory
administrative costs dealing with information requests
Initial Coin Offering (ICO_ key differences to IPO
Investor receives a token (for share or product/service)
Payment in crypto
Convertible loans
Debt with an equity kicker - convert at option of holder into ordinary shares in same company at future date
Issuer of convertible loan benefits by
Obtaining finance at lower cost
encouraging possible investors
introducing short term gearing
avoids redemption problems
issue equity cheaply
Loan stock with warrants
Cannot themselves be converted to shares, but give holder right to subscribe at fixed future dates for ordinary shares at predetermined price. can detach and sell warrants.
Loan stock is retained as separate investment.