What are deferred shares?
Shares whereby the holders are not entitled to dividend until:
•A specified period of time has elapsed, or
•Other share classes have been paid a certain level of dividend
What are Golden Shares?
Shareswith special voting rights, such as power of veto
These allow the holder to outvote other shareholders in specific circumstances, like during a takeover.
Give the basic features of ‘vanilla’ preference shares
•Pay a fixed dividend
•Priority over Ord shareholders with dividends and in liquidation
•Unsecured
•No voting rights
•Taxes the same as Ord shares
What is the fixed rate of dividend preference shareholders are paid?
Nominal value x dividend rate
What are the features of a cumulative preference share?
•Unpaid dividends are carried forward to next year
•Ordinary dividend cannot be paid until pref share dividends paid
What are the features of a participating preference share?
Right to receive additional dividends when the profits of the company exceed a certain level
The additional amount payable is usually expressed and paid as a proportion of the Ord dividend
What are the features of a redeemable preference share?
Preference shares that can be bought back by the company (callable)
The terms of redemption will be specified in the articles
What is a convertible preference share?
Can be converted into a fixed number of Ord shares at a point in the future
What is the cum-rights price?
The price before the rights issue
What is the ex-rights price?
The price after the rights issue (TERP)
What is the nil-paid price?
Cash value of the right in a rights issue
What options do shareholders have in a rights issue?
•Exercise and buy shares at a discounted price (also prevents dilution)
•Lapse
•Sell the rights (unless an open offer)
•Sell some of the right to purchase some (splitting the rights/swallowing the tail)
How would you calculate the ex-rights price? And the nil paid price?
Eg. 1:4 rights issue, subscription price £1.50, cum-rights price £1.75.
4 x £1.75 = £7.00
1 x £1.50 = £1.50
= 5 =£8.50
8.50 / 5 = £1.70 per share (TERP)
£1.70 - £1.50 =£0.20 (NPP)
How would you calculate the maximum subscription of a rights issue at nil cost?
Number of rights available x subscription price / theoretical ex rights price
What is the tax impact of taking up rights in a rights issue?
Treated as a separate acquisition for CGT purposes
What is the tax impact of selling nil paid rights in a rights issue?
Treated as part disposal, unless consideration is not higher than 5% of value of shares or more than £3k.
If it is the latter, the gain is deferred until later when shares are sold
What’s the impact of a rights issue on a balance sheet?
Share capital increased by nominal value of shares issued
Share premium increased by the excess received above nominal value
What is the purpose of a bonus issue?
Reduce share price
Increase liquidity
How would you calculate the ex-bonus price?
Eg. 1:2 bonus issue, share price £15.
2 x £15= £30
1 x £0 = £0
= 3 = £30
30 / 3 = £10 per share
What is the effect of a bonus issue on the balance sheet?
•Increases the share capital
•Reduces share premium, and if not enough, the retained earnings as well
•No impact on equity (shareholders funds)
What is the share capital on a balance sheet?
Reflects the number of shares in issue (specifically the NV)
What is the share premium on a balance sheet?
Part of Capital reserves, share premium arises when the company issues shares at a price above their nominal value.
Share premium is the amount over the value of share capital issued.
Eg. If £200 NV is issued (share capital), and £300 is earned from this, £100 would be the share premium.
What impact does a Bonus issue have on:
Market value
Nominal value
Share capital
Reserves
MV = decreased
NV = no change
Share capital = increased
Reserves = decreased
MV -> share price goes down
NV -> shares issued for free so no change
Share capital -> more shares in issue
Reserves -> ‘pay’ for free distribution of shares
What impact does a stock split have on:
Market value (share price)
Nominal value
Share capital
Reserves
MV = decreased
NV = decreased
Share capital = no change
Reserves = no change