Professional Documents
Culture Documents
Reference
General (applicable to most special situations)
1 To evaluate arbitrage situations you must answer four questions: Warren Buffet
(i) How likely is it that the promised event will indeed occur? (Deal risk)
(ii) How long will your money be tied up? (Time risk)
(iii) What chance is there that something still better will transpire
(iv) What will happen if the event does not take place because of anti-trust action, financing glitches, etc.?
2 Reason for risk arbitrage is its market neutral returns. Its like lending on high interest rates Sanjay Bakshi
3 Has the management been reprimanded by SEBI or other bodies. Does the management has bad governance history with other firms ?
(check watchoutinvestors.com and also google)
4 Tax implications: If and when you tender in an Delisting, since you don’t pay STT, the gains are subject to taxes (long term and short term).
The market will usually raise it up to a level where there is no arbitrage due to the tax angle.
5 Check if its possible to receive dividend during the risk arbitrage period. Sometime it may reduce the cost and up the return significantly.
6 Risks in special situations
a Risk from special situation increases as the MARKET LEVEL rises because in case deals fails combine with decline in market, quantum of loss Benjamin Graham
increases
b Most surprises in risk arb are bad ones (asymmetric payoffs). There may be good surprises , but bad ones outnumber good ones. So, you Sanjay Bakshi
have to keep on worrying about what can go wrong, where is the risk etc.
c In risk arbitrage one earns capped returns. The idea of capped small absolute returns combines with the possibility of large losses can be Sanjay Bakshi
remembered with the help of a powerful metaphor of “picking up pennies in front of a steamroller.” [means each bet has to be small, you
cannot bet bank on such deals.]
7 Calculate risk adjusted return i.e considering probablity of both loss and gain and the time period for which investment will be made.
a Risk reward issue - ratio of how much you can loose in a situation to how much you can make - is a much more important factor in Joel Greenblatt
determining long term profitablity. [most important]
b Calculate the indicated returns using formula prescribed by Benjamin Graham (Anticipated gain*probability of gain minus anticipated Sanjay Bakshi
loss*probability of loss)/(time period of investment* investment amount). [this calculation represent profit one can make if one repeats
such transactions over and over again.]
c Annualised pre-tax return must be higher than the return from short term debt investment. I think it should be higher by atleast 10%. i.e if Sanjay Bakshi
short term rate is 8%, do not invest in Risk arb if return is less than 18% annualised.
d Despite annual returns higher than 18% annualised, do not invest in any special situation if absolute return less than 5% for open offer and Own criteria
10% for Delisting.
e Use Sheman Kent [for details see Wikipedia] framework to reduce estimative probability to absolute numbers: Certain – 100%, Almost
certain 93%, Probable – 75%, Chances about even – 50%, probably not – 30%, almost certainly not – 7%
8 When to sell: When you’re wrong, when something better comes along and you don’t have spare cash, or when you’ve made most of the Sanjay Bakshi
money that you wre going to make in this trade. And two, in risk arb there is no hold period. Either you are a buyer, or a seller.
Specific to delisting
1 Valuation comfort: This is probably the most important parameter to look at. If there is no valuation comfort and delisting fails, Neeraj Marathe
the downside could be very high. Do not participate in cases where there is no valuation comfort at CMP unless other
parameters over-rule it!
2 Management quality:
Will the management be fair?! That too, in India! :-) Most of them are not. Where the management quality is extremely Neeraj Marathe
questionable, delisting could be a very unfair affair for the minority. Better to stay away.
3 Floor price:
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Delisting Check once done checklist
a Indicated by mgt: Buying the stock close to floor price, subject to other parameters, is extremely cool! Neeraj Marathe
b Not indicated by mgt: In case of liquid shares [T/O > 5%] calculate floor price based on SEBI formula [26w or 2W avg prior to
date on which stock exchanges where intimated of delisting]
4 Time risk:
a delay in de-listing. In the Indian corporate history only TTK prestige did not take action for delisting after obtaining shareholder Ashish Kila
resolution for delisting. Under current regulation there is a limit of one year from the date of shareholder resolution. Else a new
resolution need to be obtained.
b UP Hotels did not pursue the delisting after board approval, because of disputes amoung promoters.
c Presence of ESOPs - SEBI amendments says all convertible securities needs to be extinguished. HSBC investdirect and UTV Ashish Kila
delisting case took almost 10 months for presence of ESOPs [I think now companies will ensure that all convertibles instrumetns
are converted before initiation of delisting, but still better to check for ascertaining time risk - Italics mine]
d Check the possiblity of any violation by company of SEBI regulations whether in letter or spirit. Violation can result in significant
delays, reducing the attractiveness of return Eg. Nirma case - delisting got suspended for six months, Fresenius Kabi Oncology
misuse of OFS route to reduce promoter stake and subsequently trying to delist. SEBI objected to I Gate delisting, because
during open offer company deleted delisting clause, but immediately within a year sought delisting.
5 Incentive to delist:
a Why should the promoters go through all the trouble to delist? How would they benefit? If there is high incentive for them to Neeraj Marathe
delist, they will do it by hook or crook. They will do it even if they have to be generous to the minority! If there is no incentive,
there is high probability that delisting might fail. So trying to figure out the promoters' thought process is very important.
b Check the related party transactions to identify presence of related parties.
c If it's a subsidiary of a MNC, go through parent company annual report, to identify presence of unlisted entities in same
d Check the MNC company India plans by going through their annual reports and presentations?
e Health of the parent/Balance sheet strength Ashish Kila
In case of MNCs, when the company have many unlisted subsidiaries through which it conducts material business of same nature then the
incentive to deslist is very less eg. Bluedart, Saint Gobain
In case of MNCs, one can also check their global structure eg whether they operate through listed or unlisted subsidiaries, whether India is
their focus etc
6 Shareholding pattern
a Shareholding pattern 1) concentrated vs fragmented ii) Holding cost of >1% holders iii) whether there are professional investors or related Ashish Kila &
parties of the company who hold large chunk of public shareholding. In case of fragmented holding, check the size wise distribution of Neeraj Marathe
shareholders from the latest annual report. This might give some indication of whether shares held by HNIs or small retail shareholders. In
case >1% SHs DOES NOT APPEAR to be professional investors, check if the same set of shareholders hold >1% stake in other group
companies. There is a possibility of parties related to promoter group companies (eg. Amrit Banaspati) iv) In cases where the non-
promoter shareholding is concentrated, delisting becomes relatively easy. Also, if professional investors hold decent chunk of shares, the
possibility of promoters doing funny business gets reduced to some extent.
b Low promoter stake, with quite fragmented holding, its quite possible that it is just a gimmick by promoter to help some large
shareholders to offload their stake in the rally and then subsequently the offer may get rejected in the shareholder meeting, giving a
excuse to promoters to cancel the de-listing plan eg. Transgene Biotek - turn out to be gimmick to help GDR holders to offload their stake.
c Insiders selling during delisting. Judgemental call eg UTV Software [selling could be because of fear that delisting will fail or they may need Ashish Kila
money urgently for some other purpose]. APW President: Because of disposal of shares by previous promoters, delisting became
impossible.
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Delisting Check once done checklist
d Don't presume that if postal ballot for delisting was approved by shareholders, company will be able to garner enough shares for delisting
purpose. One needs to analyse how many public shareholders participated in the postal ballot. Because company can get the resolution
passed if pubic shareholders in favour are more than 2x againt it, because of the sheer reason that not many public shareholders
participated in the postal ballot itself.
7 Higher tax payable if one opt to sell shares to company under Delisting offer rather than on stock exchange
a Short term gains taxable as per the slab in which one's income falls. We cannot avail benefit of special rate of 15%
b Exemption for long term capital gains not applicable. Tax payble at 10% without indexation or 20% with indexation.
b Average of the weekly high and low of the closing prices of the equity shares of the company during the twenty six weeks or two weeks
preceding the date on which the recognised stock exchanges were notified of the board meeting in which the delisting proposal was
considered, whichever is higher,
5 Floor price for infrequently traded shares
a The highest price paid by the promoter for acquisitions, if any, of equity shares, including by way of allotment in a public or rights issue or
preferential allotment, during the twenty six weeks period prior to the date on which the recognised stock exchanges were notified of the
board meeting in which the delisting proposal was considered and after that date upto the date of the public announcement;
b Other parameters including return on net worth, book value of the shares of the company, earning per share, price earning multiple vis-à-vis
the industry average.
6 Conditions for delisting
a In order to delist the company from the exchanges, the promoters must follow the reverse book building process, at the end of which two
conditions MUST be satisfied a) Promoters must acquire 90% of the shares (excluding depository receipts) AND b) they must buy out more
than 50% of the non-promoter shareholding through the reverse book building route.
b In simple words where promoters holding before offere is less than or equal to 80% their shareholding should reach 90% and where it is
higher than 80% then they should also acquire more than 50% from the public shareholders.
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Delisting Check once done checklist
c Other approvals - Based on specific facts, one would have to consider if other approvals are required. For example, approval from Foreign
Investment Promotion Board, Ministry of Information and Broadcasting, Cabinet Committee of Economic Affairs, Competition Commission
of India (eg.UTV software) , etc.
7 Shareholders who cannot participate in bidding:
a Person acting in concert
b Now the Receipts holders / ADR / GDR holders are restricted to participate in the Delisting offer. If they wishes to participate then they have
to first convert their shares into underlying Equity shares.
c Promoters
8 The shareholders who could not participate in the Delisting offer can offer their shares to the promoters during a period of 1 year after the
Delisting at the same price at which shares were delisted. SO ITS NOT ADVISABLE TO GET YOUR SHARES BLOCK BY PARTICIPATING IN THE
BIDDING.
9 Legally speaking, company can decide not to go ahead with de-listing even after Reverse book building was successful at indicated floor
price.
Failed delisting despite high promoter stake but dispersed public shareholding (delisting CANNOT happen without SUPPORT from public
shareholders.
1 eg. BOC India promoter held more than 89% even then delisting failed (2011) as not enough number of shares were tendered. Only 10% of
public shareholders participated in postal ballot of BOC India. Institution held only 1% and balance 9% by retail sharesholders (>6% by non-
retail group).
2 Good year India delisting failed in 2010: Fragemented holding, institutions only 6%, shareholders > 1% stake only 2.5%. Majority held by non-
retail group
3 ASTRAZENECA PHARMA: Promoter 90% stake, Institutions 2%, non-institution 8%, SH >1% stake Nil. Postal ballot rejected by SHs
4 KENNAMETAL INDIA (Sept 2010): Promoter 88%, Institutions 2%, non-institution 10%, SH >1% stake Nil. Postal ballot rejected by SHs
5 Ricoh India (Nov 2012): promoter holding 74%, Bodys corp 5%, non-institution 21%, SH >1% stake 1%. Not enough shares tendered. Infact
shares tendered were only 74% of those public SHs who assented in the postal ballot. This again shows risk of participating in delisting offer
with fragemented holding. Shares declined by ~40% after delisting failed.
6 But Alfa Laval delisting was successful despite fragemented holding. Possibly due to very attractive delisting price.
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