Chapter 5 - Equities Flashcards

(37 cards)

1
Q

Capital Structure of Companies

2 classes

A
  1. Risk Capital - equities or ordinary shares.
    - Last in line if company winds up
    - ordinary have right to dividends and voting rights
  2. Debt - loans and borrowings. Higher claim on assets
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2
Q

Listed Shares

A
  • shares offered through IPO (underwritten and issed by an investment bank)
  • must be plc
  • investors buy shares to grow money through dividends or capital growth. Can also buy for ESG issues
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3
Q

Private Placements

A
  • purchase of issued securities without formal IPO or issuance of full propspectus
  • in US, securities can be issued to sophisticated investors under reg D of SEC regulations
  • securities can be attractive but high risk
  • In EU and UK, qualified investors can buy private shares
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4
Q

Depositary Recepits (DRs)

includes ADRs

A
  • financial instrument, issued by financial intermediary (e.g. bank), to represent shares in a foreign company in a local market
  • allows investors to buy foreign shares without issues of cross border and cross currency transactions
  • ADRs have same rights as shareholders but cannot participate in rights issues
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5
Q

Value of a Share

A
  • fundamental value is NPV of all future dividend payments
  • investors are discounting the expected future growth in earnings and dividends
  • investors in developing companies tolerate no dividend on rational profits reinvested rather than paid out in order to pay out significant dividends later
  • Gordon’s Growth Model says Share Price = next dividend / (required return - dividend growth)
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6
Q

Dividend Policy

A
  • Modigilaiani & Miller Theorem (Capital Structure Irrelevance Theorem) suggests:
    1. value of firm is the same regardless of capital structure
    2. shareholders are indifferent to receiving return via dividends or capital growth
    3. company valuation driven by ability to generate profit and grow business

Assumptions of theory:
1. No transaction costs
2. tax treatment is the same or non-existent
3. Weighted average cost of capital (WACC) not impacted by any increased leverage due to debt.

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7
Q

Factors Influencing Share Prices

A
  1. Diverse perspectives in equity markets - investors with contrasting views, time horizons and agendas e.g. people buying and selling at the same price
  2. Availability of info - earnings prospects, macro developments
  3. Dividends - changes to div policy could signal change in company fortunes (e.g. a cut could unsettle investors, creating downward spiral in share price like in Covid)
  4. Company management - quality and key person risk
  5. State of wider economy - e.g. house builders are sensitive to interest rate changes. Increased interdependance of world economies means share prices affected by all markets and are increasingly correlated. Commodities strongly affected by world econom
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8
Q

Historical Performance of Equities

Comprises two elements

A
  1. Capital Appreciation:
    - best real returns of all major asset classes
    - average of 10% a year from S&P 500 (5.6% from US Gov Bonds)
  2. Dividends
    - between 1960 and 2023, 85% of S&P 500 return was due to reinvested dividends
    - can act as buffer during market downturns
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9
Q

Equities as Part of a Portfolio

A
  • Collective investment schemes (CIS) offer equity exposure to smaller investors or those wishing to access more difficult markets
  • Investment Association (AI) produces and maintains sector classifications for UK authorised CIS e.g. UK All Companies, Global Equity Income
  • Beta shows how the portfolio is moving in line with market:
  • B of 1 = moves in line
  • B > 1 = more variable than market (if market moves 10%, B of 1.5 means portfolio moves 15%)
  • 0 < B < 1 = less variable than market
  • B = 0 = no correlation
  • B < 0 inverse relationship with market
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10
Q

Algorithmic Trading

A
  • use of computer programmes to enter trade orders
  • Algorithm decides on timing, price or quantity of order
  • created to overcome issue of large traders (institutions) placing large trades which other traders could front run (they see large trade and exploit this by pushing price up so they can then sell back shares at higher price)
  • This then created to break order up into smaller sub orders, and scatter trades into pools of liquidity over time
  • MiFID II introduced rules to combat ‘flash crashes’ i.e. 10% fall in GBP/USD in 2016
  • +ves: ‘slice and dice’ trades, decreased transparancy, dark pools reduce fees
  • -ves: decreased transparency, flash crashes, prices on exchanges may not be true, front runners
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11
Q

Efficient Market Hypothesis

theory on share price movement

A
  • if markets are efficient share prices reflect all info so trade at fair value
  • therefore not possible to ‘beat’ the market
  • three forms:
    1. Weak - all historical info reflected e.g historical prices. excess returns only generated through fundamental analysis
    2. Semi-Strong - all historical and public info reflected in share price. excess returns only generated with insider info
    3. Stong - all historical, public and private info reflected. Impossible to generate excess returns

Counterarguments to theory
- theory assumes all investors act rationally which isn’t reality
- sometimes info isn’t reflected instantly or correctly
- some people do consistently beat market e.g. warren buffet

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12
Q

Random Walk Theory

theory on share price movement

A
  • stock prices are random and unpredicatable
  • prices only change on basis of new information
  • is prices were predicatable, arbitrage would force prices to efficient values
  • past prices have no bearing on future prices, so you can’t consistently beat the market

Counter arguments to theory:
- Monday & January affect - where share prices tend to perform better than other times in week/year (investors buy more equities)

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13
Q

Behavioural Finance

A
  • investors do not behave rationally, which is key assumption of EMH, due to cognative bias:
    1. loss aversion - investors experience more emotions from a loss so do not sell poorly performing stocks
    2. overconfidence bias - investors exagerate own ability and judgement and so trade more than they should
    3. anchoring bias - investors fixate on initial value as unconcious reference point when making a decision
    4. herd behaviour - investors follow the crowd
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14
Q

Other factors influencing share prices

A
  • Press or Broker ‘Tips’ - can influence share price in the short term
  • Speculators - can short sell assets they don’t own, if other investors are aware, they can push prices up, forcing short sellers to buy at higher prices (known as short squeeze)
  • New Share Issues - share price can drop when large number of new shares issued if the demand is not there
  • Takeovers - M&A annoucements can push price up if aquiring price is at a premium
  • Programme Trading - programmes pre-set to sell when price falls, can cause downward spiral if they keep triggering each other
  • Corporate Events - announcements such as share buybacks can influence prices
  • Index Membership - rise in passives mean if a share is included or dropped from index, index funds will need to purchase or sell those shares
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15
Q

Equity Crowdfunding

A
  • online platforms allow people to invest in company in exchange for equity
  • provides investors opportunities not available from mainstream institutions e.g. shariah compliant platforms
  • some platforms now offer secondary markets
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16
Q

Fintech companies in Equity Markets

examples

A
  • eToro - allows retail traders to follow strategies of peers and experts with copy trading
  • PrimaryBid - makes it easier for retail investors to purchase shares in an IPO
17
Q

Characteristics of Ordinary Shares

A
  • can vote at meetings (e.g. on appointment of directors, approving takeovers)
  • dividends paid at company discretion out of profits or distributable reserves. Often declared with annoucement of company results
  • ## Last to be paid in event company is wound up
18
Q

Other Types of Ordinary Shares

A
  1. Non Voting Ordinary Shares (‘A’ shares) - identical but no right to vote. Often issued when founders do not want to give up control of company
  2. Golden Shares - special voting rights (vote may count for more). Often used by companies privatised by government so they can keep control without risk of takeovers. Illegal in EU)
  3. Deferred Shares - not entitled to dividend unitl condition has been met such as amount of time elapsed or profits exceed certain level
  4. Redeemable Shares - can be bought back by company on specified date, either at option of company or shareholder
19
Q

Characteristics of Preference Shares

A
  • pay fixed dividend
  • their dividend must be paid in full before paying ordinary holders
  • paid before ordinary holders in event of company liquidation
  • don’t usually have voting rights, however there can be exceptions
  • fixed dividends mean don’t benefit from increased profits, but are protected from some downside
20
Q

Other Types of Preference Shares

A
  1. Cumulative - if dividend not paid due to lack of profits, a dividend cannot be paid to ordinary shareholders until all backdated dividends are paid to cumulative holders
  2. Non-Cumulative - if dividend not paid, it is lost
  3. Participating - right to receive additional dividend when the profits exceed a certain level
  4. Redeemable - bought back by company at pre-agreed price on pre-agreed date
  5. Convertible - option to convert to ordinary shares
21
Q

Rights of Shareholders

as laid out in Companies Act in UK

A
  1. Basic Rights
    - receive annual accounts
    - notified of AGMs
    - attend meetings and vote
    - share of company profits
    - share of surplus on wind up
  2. Statutory Rights
    - company must hold meeting at least once a year
    - S/H > 10% - can call EGMs
    - S/H > 5% - can propose resolutions
    - Any S/H - petition courts on grounds company acted in unfair manner
  3. Pre-emptive Rights
    - new shares must be offered to existing S/Hs before anyone else
22
Q

Bonus Issues

or Scrip Issue or Capitalisation Issue

A
  • free issue of shares pro-rata to existing holders
  • paid for by company through capitalisation of reserves
  • increases liquidity of shares as more in issue, which has effect of reducing share price
  • on statement of financial position, reduction in share premium account, increase in share capital account
23
Q

Share Split/Reverse Split

A
  • share splits improve liquidity by increasing quantity of shares which reduces share price
  • par value of shares reduced
  • share consolidation increases value of shares which can benefit marketability as some investors consider penny shares too volatile
  • P/E ratio and yield unchanged
24
Q

Rights Issue

A
  • shares issued to existing holders, pro-rata as per pre-emption rights under UK law
  • Generally in US and Europe, shareholders also have chance to subscribe to new shares
  • raises extra cash which is often used to fund take overs or pay down debt
  • requires publication of prospectus which sets out financial effect of the issue
  • letter of allotment sent to shareholders setting out details of shares they are entitled to and cost
  • Options with a rights issue:
    1. exercise rights to buy shares
    2. let rights lapse and receive proceeds
    3. sell rights nil-paid in market - difference between TERP and sub price is nil-paid price
    4. split the rights
    5. tail-swallowing - = no. of rights x sub price / TERP
  • on statement of financial position net assets increases, share capital increases, shareholder funds increases
25
Share Buybacks
- shares bought back can be cancelled or held in treasury (sometimes used later on to fulfil share options) - shares either bought in open market or make a tender offer - reduces no. of shares in issue, increases dividend per share - boosts NAV per share and causes price to rise as fewer shares in market - can be viewed negatively as suggests nothing worthwile that management can do to reinvest cash in business - way to return surplus cash to shareholders without having to increase dividend, as it would then be difficult to reduce dividend in future as this would be a sign of poor company performance
26
Private Equity | what is it, how due dillegence, why market is increasing, returns
- Equity investments not listed on an exchange - No regulated market - Investors can often influence direction of company - Seen as an alternative asset class so has become popular for diversification reasons - Partners (investors) align interests of the managers via performance incentives such as access to additional financing - Size of PE market has increased substantially due to: 1) Potential for higher returns 2) Development of the limited partnership as an intermediary (reduces information asymmetry) 3) Regulation changes, permitted more PE investment by pension funds - Returns generally higher than many other asset classes due to higher risk and lower liquidity and highest for Venture Capital, lowest for Mezzanine - PE firms have annualised return of 12.29% over last 10 years
27
Risks of Private Equity
- Investments in limited partnerships considered illiquid so investors expect premium for this - Risk of losing entire investment - Venture Capital considered most risky, Mezzanine least risky - Secondary market does exist, however transactions are complex and infrequent, limiting ability to exit investment before the fund matures - Investments are long term, often taking years to realise returns - PE investments can carry high degree of indiosyncratic risk - Capital is committed over a multi year period, and further capital can be called - Information Asymmetry can exist which can result in: 1) Adverse Selection - owners and managers know far more about the company than investors, especially as firm is required to make very few public discolsures. Weaknesses are often overlooked by management and strengths emphasised 2) Moral Hazard - after receiving finance, managers may change the way they run the business for their benefit
28
Venture Capital
- Start ups looking to raise funds or later stage company's looking for rapid growth or an exit for investors - Often used when all other lending avenues exhausted, or company is too small to access bank lending lines - Investors are normally partnerships
29
Distressed Companies
- Companies with high debt/leverage, which likely means their debt or shares pay a high yield - To improve the statement of financial position, the comany may decide to offer new bonds to a new group of buyers - Investors look to influence negotiations over the restructuring of the debt and the strategic direction of the firm, often with sale of non-core business assets
30
Leveraged Buyouts (LBO)
- Growth of PE sector is closely connected to rise of LBOs - Companies are acquired using borrowed funds, with the assets of the aquired company used as collateral - Syndicate of banks, hedge funds and PE groups lend money to an LBO vehicle - Vehicle then seeks to buy controlling interest in a company using high amount of borrowed capital - Syndicate receives LBO bonds which often pay high yields
31
Mezzanine Finance
- Often more expensive way of financing for a company, as it does not qualify as is unsubordinated and therefore investors demand a high yield - Ranks just ahead of ordinary shares if company defaults
32
PE Funds
- most investors access PE through funds who become limited partners - Underlying investments in a PE Fund include: - Venture Capital, private medium firms seeking expansion, public firms seeking finance for an LBO, firms in financial distress, public financing of infastructure buyouts - Many PE funds require substantial initial investment plus additional investment in first few years - Buyout funds are largest area: 1. Large cap - sell non-performing business asset or want to divest a spin-off business. Purchase a firm, then de-list with a view to increase profitability and then relist via a SIPO 2. Inter Cap - not listed in the first place, so buy with view to improving performance and then list 3. Divi Cap - issue debt to finance a special divi to general and limited partners - Gains are realised through listing, sale of company or dividend capitalisation - Capital often locked for long periods and requires substantial initial investment but potential for higher returns - Most PE funds only offered to HNWIs or sophisticated/institutional investors
33
PE Partnerships
- Partnerships have a fixed life of around ten years, for first three, general partners will invest the capital and after will liquidate the investments to distribute to investors - Limited Partnerships play valuable role in mitigating risks in the PE market: 1) General Partners - invest and run the assets as have industry or entrepreneurial experiance - unlimited liability - limited number - put up small amount of capital (usually 1%) 2) Limited Partners - limited liability - unlimited number - provide bulk of capital - often institutions
34
PE with Public Companies
- Involves a plc buying out the shareholders in order to become partly or entirely private - Recent example is purchase of HL by private equity consortium led by CVC Capital Partners, Nordic Capital and Abu Dhabi Investment Authority which led to HL being delisted from the LSE - Reasons for PE buyouts include: 1) Management buyouts (firms with strong cash flow) 2) LBOs (firms with strong cash flow) 3) Financial Distress (turnaround situations) 4) Desire to avoid company registration costs 5) Raise funds when industry is out of favour with public investors
35
PE vs Publicly Traded Securities
- Deal and price paid by an investor is negotiated directly with the management of the PE firm - PE investments are less visable to the general public, with no transparent prices quoted - PE firms have no consistent valuations, they often appear robust during market sell-offs - Investors in PE firms become limited partners, so can request info on internal investment plans and policies - PE investors are active in investment activity
36
PE Company Selection
- When selecting a company to invest into, they are screened for basic criteria such as type of investment, industry area, location and whether its within the partners area of expertise - Extensive due diligence for a final selection will include: 1) Visits to the company 2) Discussions with employers, suppliers and customers 3) Using lawyers and accountants to examine the company 4) For startups - examining management quality 5) Established firms - understanding the business 6) Distressed companies - meeting with lenders 7) LBOs - cashflow forecasts and ability to repay debt
37
PE Performance Incentives and Direct Control Mechanisms
- Performance incentives align the interest of managers and partners - Direct control mechanisms include: 1) Board Representation - GPs on the board may have skills to run the company and necessary resources 2) Voting Rights - partnerships stake may be large enough to give them control or significant influence or if doesn't own over 50%, may have special voting rights 3) Access to Additional Finance - partnership may not give the company all the required funds at the start, and may hold some back