Equity Markets Flashcards
What is a corporation?
A company that is a legal entity established under the corporations law of a nation-state
What are the 3 features that distinguish a publicly listed corporation?
- Ownership is generally widely dispersed among a number of shareholders
- The objectives and policies of the corporation are determined by a board of directors, whom are elected at general meetings by shareholders & report to them
- The liability of shareholders for the debts of the business is limited to the issue price of the share
What are the rights, roles and responsibilities of the shareholders, board of directors and executive management?
Shareholders - Has the right to vote in the affairs of the corporation, elect the board of directors of a corporation, do nor do not directly participate in the day-to-day operations,
Board of directors - elected by shareholders & report to them, determines the objectives and policies of the corporation
Executive management - appointed by the board of directors, achieve the objectives and policies determined by the BoD through the management of day-to-day financial and operational affairs
What are the 6 advantages of a publicly listed company?
- In a deep and liquid share market, large amounts of money can normally be raised through a wide range of investors
- Shareholders can reduce the risk of share ownership by holding a diversified portfolio & being able to trade their shares in the share market
- Separation of ownership (Shareholders) and control (managers) means the corporation can appoint specialized and skilled personnel to run a business
- The corporation as a legal entity allows for the continuation of the business (perpetual succession)
- The corporate form is almost essential for large-scale undertakings
- Separation of ownership and control allows for the planning and implementation of strategic decisions to be more effective over both the short-term and longer-term planning periods
What are the disadvantages of a publicly listed company?
Separation of ownership and control creates potential disadvantages as the managers may not act in the best interest of the shareholders, and instead act in their own best interests. This is known as the agency problem.
Theoretically, an efficient share market should minimize this conflict as owners can express their dissatisfaction with management through the sale of shares causing the share price to fall. Falling share prices will signal shareholders’ dissatisfaction with management’s performance
What are some remedies for agency problem?
Incorporate performance incentives into the management compensation package - share option scheme
Boards of directors and regulators have moved towards corporate governance requirements, relating to the relationship between the shareholders, board of directors and management. Policies and procedures are put in place to ensure that accountability and transparency become an integral part of the corporate culture
Why might a business want to be publicly listed?
Publicly listed corporations are legal entities formed under the provision of the corporations law and can be listed on the stock market
Shares can be readily bought & sold on the stock market without directly affecting the continuing existence of the business
Large amounts of equity funding can be obtained through selling shares on the stock market
Investors are willing to purchase shares on the stock exchange as they provide secondary markets for the future sales of those shares
What are Initial Public Offerings (IPOs?)
The initial offering of shares by a new publicly listed corporation is an IPO, described as a flotation of a business
The method terms, conditions & timing of an IPO are usually decided after consultation between the business and its financial advisers (stockbrokers, investment banks & other specialist advisers)
Advisers also assist with the preparation of the prospectus (the public offer document) and its lodgement with the corporate regulator
What are IPO advisers?
Advisers also ensure the business meets the stock exchange’s listing requirements. The preparation of the prospectus is a critical component of the listing process
A prospectus provides detailed information on the past and forecasted performances of the organisation, and includes reports from the board of directors and specialist experts, as well as financial statements
All information in the prospectus must be verified for accuracy through a process of due diligence
The IPO advisers normally take an active role in the promoting of the issue to potential shareholders
They may also arrange an underwriting group who, for a specific fee, agree to purchase any shares not taken up by investors
What are IPO underwriters?
Underwriters, in consultation with the advisers, will provide advice on the structure of the issue, pricing of the issue, timing of the issue, marketing of the issue and allocation of securities
Underwriters may include an out-clause in the underwriting agreement to protect themselves if market conditions change adversely between the initial agreement and timing of the issue and the actual float. The out-clause specifies conditions that preclude the underwriting agreement from being enforced
What are the two types of corporate structures in Australia?
- Limited Liability - Ordinary shares principal source of equity funding, represents a residual ownership claim on the assets of the firm, shareholders are entitled to some control over management by exercising the voting rights. Shares are sold on a fully paid basis, however sometimes can be issued on partly paid or contributing basis.
- No-liability Company - To attract shareholders, this type of venture could form a no-liability company where shares are issued on a partly paid basis
What are some equity funding alternatives?
Companies that are listed on the SX and have a problem track record of sound management, good profitability growth and a strong share price performance, provide attractive opportunities for shareholders
These companies can raise additional equity by issuing additional ordinary shares, preference shares, convertible notes and other forms of quasi-equity
Additional equity can also be raised in the form of several methods, such as rights issue, share purchase plans (SPP), placements and dividend reinvestment schemes
What are rights issues?
Under a rights issue a company will offer existing shareholders the right to participate in an additional issue of ordinary shares
To ensure that all shareholders receive an equal opportunity to participate, a pro-rate offer is made on the basis of a fixed ratio of new shares to the number of shares already held. e.g a 1:5 offers shareholders the chance to purchase 1 new share for every 5 owned
The terms of the share issue will be determined by the board of directors in consultation with financial advisers and, if applicable, the underwriters of the issue
The board of directors will consider the following when determine the rights offer price:
- The company’s cash flow requirements - the offer price will be lower the greater the need for raising funds to increase the take-up rate
- The projected return on assets funded by the rights issue - the higher the return the more attractive the issue will be to shareholders and the higher the offer price can be
- The cost of alternative funding sources
Under a renounceable rights rights issue, shareholders are able to sell the rights to a third party during the period the right is on offer
How are rights issue valued?
Using the equation
N*Cum rights price + S)/(N+1
What is the rights issue value if a company that has cum-rights share price of $2 made a 1:4 rights issue with a subscription price of $1.80
Ex-rights price = (NCum rights price + S)/(N+1)
= (42+1.80)/(4+1)=9.80/5=$1.96
Under a renounceable rights issue, the rights to the new shares can be sold:
Value of right = Ex-rights price - S = 1.96 - 1.80 = $0.16
What is a Share Purchase Plan (SPP)?
A share purchase plan is an offer to existing shareholders to buy a set dollar amount of additional shares regardless of the number of shares already held
As the company will meet all costs associated with the issue, the shareholder does not incur brokerage or any other fees
The board of directors does not expect all shareholders to take up the offer. The company may raise more money than it currently needs if all shareholders take up the offer so the board might insert a condition in the prospectus that the offer may be scaled back
What are placements?
A placement is where additional shares are sold to selected institutional investors, such as fund managers
Some advantages of using a placement are:
- It can be arranged and finalised more quickly than a rights issue
- The discount to current market price may be smaller for a rights issue
- The board of directors can ensure the shares are sold to investors who will support the development of the company
Some disadvantages of using placement are:
- A placement has to consist of subscriptions of at least $500,000
- There must be no more than 20 participants
- The placement cannot be for more than 15% of the company’s issued shares
- The discount from the current market price cannot be excessive
A prospectus does not need to be lodged if the institutional investors are deemed to be clients of brokers, however an information memorandum detailing activities must be sent to all participants