Module 5 Flashcards
Reasons for valuations (3)
- Fiscal transactions eg tax liability
- Legal valuations
- Commercial transactions
Discount applied to valuation for restrictions on transferability
20%
< 10% shareholding
- No other influence on company’s affairs
- Rarely any benefit other than dividends and possible capital growth
10 - 25% shareholding
- If > 15%, right to appeal to the court on a variation of rights
- > 20% allows the inclusion of an associated company’s results
25 - 49.9% holding
- Right to prevent special resolution being passed
- Closer proximity to 50% increases prospects of acquiring further shares to create a controlling interest
50%
- Associate
- Percentage >50% is required for control
- Gives the power to block any resolution put to a general meeting
75%
In addition to control, ability to pass any resolution (including special resolution such as winding up)
90% or more
Full control with no hindrance
Can make mandatory offer for shares of remaining minority (squeeze out)
Four main methods of valuation
- Dividend method
- Earnings method
- Discounted cash flow method (DCF)
- Asset valuation
Dividend method (2 ways)
- Dividend valuation model
- Dividend yield model
Dividend valuation model step 1
Calculate the present value of the stream of future dividend payments
Dividend yield method - value of share =
Dividend per share / required dividend yield %
Problems with dividend valuation model
Hard to determine factors such as expected growth rate/ required rate of return
Comparable quoted company
Quoted company with similar characteristics to the unquoted company such as similar industry and risk profile
Adjustments to yield made to reflect differences between CQC and unlisted company (4)
- Marketability (unlisted companies find it harder to find buyers for shares)
- Transferability (share transfer restrictions may exist)
- Size (smaller companies less able to withstand market shocks)
- Other factors (positive factors eg strong competitive advantage, exceptional prospects for profit growth, short term expectation for future flotation)
Adjustment for negative factor > dividend yield method
Added to dividend yield
Adjustment for positive factor > dividend yield method
Deducted from dividend yield
Lack of marketability %
20%
Potential flotation %
10%
The earnings method determines
The maximum annual cash dividend that the ordinary shareholders could pay themselves out of current year profits
Earnings basis removes
The uncertainty of a company’s dividend policy from the valuation exercise
Problem with the PE method
Relies heavily on having a PE ratio for an unquoted company’s shares (which is not readily available)
Adjustment for negative factor > PE method
Decrease PE ratio
Adjustment for positive factor > PE method
Increase PE ratio
Three main options for determining future maintainable earnings (FME)
- One year’s historic earnings
- Average historic earnings
- Forecast earnings
Remove one off items from
One year’s historic earnings AND average historic earnings
Advantage of historic earnings method
Spreads volatility
Disadvantage of forecast earnings method
PE ratios already include perception of the future, so growth is double counted
Profit figure for FME always
Post tax profits
Earnings valuation basis used to
Value controlling interests in unlisted companies
Discounted cash flow method derives
The value of a company’s shares
Differences between NPV and DCF > Cash flows
NPV = before finance costs DCF = after finance costs (but before ordinary dividends)
Differences between NPV and DCF > Discount rate
NPV = WACC DCF = purchasers cost of equity (derived using CAPM)
DCF cashflows should be discounted at
Purchasers cost of equity
Situation where DCF valuation method will be required (3)
- Venture capitalist requires valuation of the shares before providing finance
- Trade sale of the whole company to a competitor
- Director is retiring and wants to sell their shares to another director
DCF method cash flows
Include all cashflows except those relating to equity (share issues, share repurchases and dividends).
Preference dividends -> if accounted for as debt = include, if equity = exclude
Shareholder value analysis (SVA)
Value of a business is determined by seven factors (value drivers)
SVA Driver 1
Corporate tax rate
SVA Driver 2
Cost of capital
SVA Driver 3
Investment in non-current assets
SVA Driver 4
Investment in working capital
SVA Driver 5
Life of projected cash flows
SVA Driver 6
Operating profit margins
SVA Driver 7
Revenue growth rate
Asset valuation only calculated in isolation if
Unlisted company were being bought with the intention of winding the company up
Valuation basis > minority interest
Dividend basis
Valuation basis > significant minority
Earnings basis with extra discount for lack of control
Valuation basis > majority interest
DCF, earnings and going concern assets bases
Issues with valuing start ups (4)
- No track record
- Ongoing losses
- Unknown competition
- Inexperienced management
Start up > asset valuation method
Inappropriate > most of investment in start up are intangible assets eg people/ IP
Start up > earnings valuation method
Difficult to find CQC with similar risk profile + no earnings
Start up > dividend valuation method
Start up unlikely to pay dividend (will reinvest instead)
Start up > DCF valuation method
Likely to be most valid - assuming cash flows can be forecast and appropriate discount rate can be found
Loss making enterprises - valuation
Consider management/ product being sold
Contingent assets/ liabilities - valuation
Not included in valuation as not in financial statements - may need to consult expert to see if they will impact value and should be included
Value in use =
Value of an asset in the opinion of the owner
Negotiation considerations (2)
- Value in use
- Replacement cost (cost of setting up business from scratch)
Finance theory assumes
Investors behave rationally
Factors that impact overvaluation problem (3)
- Overconfidence
- Herd behaviour
- Availability bias
Availability bias
Decision making may be affected by available information even if not relevant (eg anchoring)
Irredeemable instruments
Treat as a perpetuity
Redeemable instruments
Valuation discounts the cash flows arising from the instrument (don’t forget capital repayment on redemption)
Intangible assets
Can be extremely valuable in a business and should not be ignored