Financing Capital Projects Flashcards
When would a company be able to afford a large investment project without external sources of finance?
having a large cash surplus
What are the 3 sources of external finance?
capital markets
banks and finance houses
government and similar sources
what is equity?
shares or ownership rights in a business
What is a share?
fixed identifiable unit of capital in an entity which normally has a fixed nominal value which may be quite different from its market value
what do shareholders receive in return for their shares?
returns in the form of dividends
capital growth in the share price
what are ordinary shares?
voting rights as they are equity shares
paid at directors’ discretion
subordinate to other creditors i.e get money last
what are preference shares?
return is a fixed dividend
paid before ordinary hence the name
subordinate to other creditors but receive payout before ordinary
why are preference shares considered to behave in a similar way to debt finance?
as the return is a fixed % of the nominal value as which is similar to interest payments opposed to ordinary shares which are decided by director
how are preference shares different from debt finance?
- paid out of post tax profits so no tax benefit
- does not have the obligation to pay annually (when insufficient profits) unlike debt interest
what is a cumulative preference share?
dividend must be rolled forward and paid following year if unpaid
what is a non-cumulative preference share?
can miss dividends
what is a participating preference share?
holder gets fixes dividends + extra earnings based on performance of business
what is a convertible preference share?
can be exchanged for a specified number of ordinary shares on some given future date
-might be more profitable if share price increased than to accept cash
what is a redeemable preference share?
holder will be repaid capital (usually at par) at a pre-determined future date
why are convertible preference shares attractive to investors?
participation in hot growth companies means price will be high at conversion
for a profit, share price at conversion must be higher than amount paid on original investment
what is the primary function of a stock market?
enable companies to raise new finance through equity or debt
-can communicate with a large pool of investors
what condition must a UK company be before raising public finance?
must be a plc
what is the secondary function of the stock market?
enable investors to sell their investment to other investors
why are listed companies more attractive to investors than unlisted?
they are more marketable as they can be sold amongst investors
why are private limited companies (ltd) not offered publicly?
lighter disclosure requirements
what does limited by shares mean?
the shareholders liability is limited to the initial investment
- nominal value of shares and any premium paid in return for issue of shares
- protection of personal assets in insolvency but money invested will be lost
is a plc listed or unlisted?
can be both
what is a stock exchange listing?
quotation for its shares on stock exchange
aka flotations or IPO
what are the advantages of a listing?
- once listed, market will provide a more accurate valuation than before
- creates a mechanism for buying and selling shares in the future at will
- raises profile of entity
- raises capital for future investment
- employee share schemes more accessible, some are offered them as salary package
disadvantages of a listing
- costly for small entity
- making enough shares available may lead to loss of control
- reporting requirements
- stock exchange rules for obtaining quotation stringent
what are the 2 important capital markets in the UK?
LSE-for larger companies, high cost and scrutiny but extremely marketable
AIM-alternative investment market for smaller companies with lower costs and less stringent entry criteria
how are share prices determined?
supply and demand:perform well, shares more attractive, creates demand; perform badly, more on sale, increased supply driving prices down
what role do investment banks play in share issue?
- appointing specialists enroute.g lawyers
- stock exchange requirements
- forms of any new capital to be made available
- number of shares issues and price
- underwriting arrangement
- publishing the offer
what role do stockbrokers provide in a share issue?
provide advice on methods of obtaining a listing
-may work with IBs on identifying institutional investors who are involved with smaller issues and placings
what role do institutional investors play in share issue?
are investors from large organisations e.g pensions funds
- have little direct involvement other than as investors
- may be used to test how much to buy and at what price
- after issue, have major influence on the evaluation and market for the shares
what do registrars to an issues do?
provide admin functions such as collecting potential investor info, monitoring payments and advise regarding share issue to stock exchange, investors and issuing entities
what do reporting accountants do?
provide advice regarding impact on the financial statements of any potential share issues
-must consider wider ramifications on economic decisions enroute.g implications on loan covenants
what role do underwriters play in share issue?
help raise finance by taking on the risk of new issue and attempting to promote the new share to 3rd party investors
-retain part of proceeds from raising the finance in return for bearing the risk
What are the most commonly used methods of issuing new shares?
IPO
placing
rights issue
What is an IPO?
when a company is listed on the stock exchange for the first time
Who are shares offered to investors through for IPOs?
issues houses
How are IPO shares offered?
fixed price set by company
tender offer
How does a tender offer work?
subscribers tender no/ shares and share price above a preset minimum
after offers received, ‘strike price’ determined
shares allocated to all bidders who offered above strike price
bidders pay strike price
What is a strike price?
the price at which the company will be able to raise required amount of finance
it is the price all successful bidders pay for the share
what is placing shares?
when shares are places directly with certain investors on a pre-arranged basis
what type of investors receive placing shares?
normally institutions
- not offered to public
- cheaper and quicker
- not a very active market
What is right issue?
new shares are offered for sale to existing shareholders only, in proportion to the size of their shareholding
-cheaper to organise than public offering
What is pre-emption rights?
the right to buy new shares ahead of outsider investors
-prevents dilution of stake
How are pre-emption rights regulated?
protected by law
can only be waived with consent of shareholders
What is the criteria for issue price of a right issue?
- low enough to secure acceptance of shareholder i.e not same as MPS (prevailing market price)
- high enough to avoid excessive dilution of EPS