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SECTION A
(a) - Calculations
T Industries L Products
Current market value 670p x 120 m shares 375p x 60 million shares
= £804m = £225m
P/E ratio
(Market value/earnings) £804m/£65m £225m/£22.5m
= 12.4 = 10.0
Alternative P/E calculation: £6.70 x 120/64 £3.75 x 65/22.5
= 12.4 = 10.0
T Industries:
3% + 1.17 (9% – 3% ) = 10.02% (say, 10%)
L Products:
Workings: Value of equity £225 m
Value of debt £220 m
% Debt to Equity 97.8%
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P9 Financial Strategy November 2009
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T industries L Products
Earnings DF @ DCF Earnings DF @ DCF
£m 10% £m £m 13% £m
2010 65.0 .909 59.1 21.4 .885 18.9
2011 67.0 .826 55.3 23.5 .783 18.4
2012 + 959.3 179.6
Total 1,073.7 216.9
Workings for 2012+
(67 x 1.04) x .826/(.10 - .04) (23.5 x 1.025) x .783/(.13 - .025)
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Part (b) – Calculation of increase in value generated by combining the two entities
Introduction
The objective of this report is to provide an evaluation of the proposed acquisition of L Products
(‘L’) by T Industries (“T”). This is an acquisition opportunity that would enable us to broaden our
business base and also to acquire scarce technical expertise. However, the bid is likely to be
hostile which opens the possibility of a bidding war and, ultimately, the necessity of increasing
the bid price to unsupportable levels if we are to succeed. This is a danger we should bear in
mind when reviewing the bid terms suggested in this report.
An introduction to the answer here could begin by explaining how share prices are determined
and how the stock market might evaluate the bid. The following points could be elaborated in a
good answer:
In the case here, both entities are listed on a stock market. The listed price provides a
benchmark as no investor would sell below the listed price unless they had knowledge that the
share price is likely to fall in the near future. As a rule of thumb acquisitions historically required
a premium of around 20% above the current market price. This premium rises to 50% in hostile
P9 3 November 2009
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bids before the merger or acquisition is completed. In current market conditions the premium
might be lower.
As a starting point T could offer one of the two following options, or a combination:
The increase in value generated by combining the two entities, calculated in answer to Part (b),
is £156.8 million. In theory this means T could increase the bid by this amount, as follows:
or 637 pence per share, implying a premium over market price of 70% and a share exchange of
around 1 T share for 1 L share. This seems excessive and gives all the future merger gains to
L’s current shareholders. The calculated value of the two entities implies T’s shares are
undervalued by the market (DVM value of £1,074m compared with market value of £804m) and
L’s shares are slightly over valued (DVM value of £217 million compared with market value of
£225 million). The possibility is that the market is expecting a bid and has assumed most of the
gains from the acquisition will be taken by L’s shareholders.
• The valuations rely heavily on assumptions, especially growth rates and the value of
earnings after 2012. A sensitivity analysis based on various growth projections
could be performed to assess the impact on outcomes.
• The calculation of cost of equity for L, based as it is on a proxy entity that might not
be as similar as thought, will also affect the valuation although not to any great
extent as T is using its own cost of equity to value earnings from 2012 onwards.
• L is listed on the AIM, which is less efficient and less liquid than the main market.
• The bid will take place in a dynamic market. The market overall has fallen
substantially over the past 18 months although it is showing signs of recovery.
• It is thought L might be attractive to competitive bids. If so, a bidding war would
push up the price, usually way beyond the real worth of the target.
• If we apply the “bootstrap” principle L’s market value, based on 2009 earnings
would be £279million or 465p per share (earnings of £22.5 x T’s P/E of 12.4). This
implies a premium over current market value of £54 million, or approximately 24%,
and a share offer of 1 T for 1.44 L’s share (670p/465p). This is much more realistic
than the DVM valuation although it still assumes T can grow L’s earnings at its own
rate almost from day 1 and also that its cost of equity will not change.
• Although L’s directors might be hostile to a bid, the shareholders might be more
willing to accept an offer as they would have greater confidence of a more secure
future.
• A major benefit is the acquisition of L’s scarce technical expertise.
A recommendation is to open bidding at between 465 and 500 pence per share. Before this bid
is raised any further more detailed calculations will be possible as more information will become
available.
If the bid is a share exchange T will need to obtain authorisation for additional shares. Using 465
pence as a valuation and a share exchange of, say, 1 T shares for 1.5 L would require an issue
of an additional 40 million shares by T.
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P9 Financial Strategy November 2009
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If a cash alternative was to be offered this would require raising approximately £280 million in
new debt. The combined bank balances were only £25 million at the last balance sheet date and
this amount will be needed for working capital, if indeed it is still available.
Of course, EPS in 2010 and beyond will be affected by increased interest charges if the
acquisition is debt financed and a comparison such as this is spurious. EPS will rise under both
methods of financing. With a share exchange this is because T is giving fewer shares than L
has in issue at the moment. This is an arithmetic factor and should fool no-one into thinking T
has genuinely increased EPS.
T 35.9% (450/804+450)
L 49.4% (220/225+220)
With a share exchange the ratio for the combined group would be just under 40%
(670/670+1029). If the acquisition is debt financed the ratio would rise to 48% (combined
market value as before, debt rises to £950 million). If the synergistic benefits are included the
ratio becomes 950/(1029 + 157 + 950) = 44.5%
There are many assumptions here and the gearing will be affected by how the market values
the combined group, but the principle is the same – if debt financed then gearing will rise to
possibly unacceptably high levels. If a share exchange is chosen then gearing is affected to a
much smaller extent.
Increased gearing might raise cost of equity, despite what the directors think at present, and, in
theory, reduce share price all other things remaining equal. However, the diversification effect of
acquiring another entity might go some way to mitigate this increased financial risk.
Note: Any sensible attempt at calculating the effects of the acquisition on EPS and gearing,
even if using hypothetical figures, would gain credit.
From the target’s perspective a cash bid is more secure but shareholders will
then not participate in future profits of L. There might also be tax disadvantages
for L shareholders, but this is unlikely to be a key factor.
Whether T can “grow” L’s earnings at its own rate, as implied by the P/E ratio, is
difficult to determine. It depends on whether T’s managers can genuinely realise
synergistic savings and manage L’s assets better than L’s directors have done
in the past. Much also depends on economic factors largely outside the entity’s
control.
Dilution of control if share exchange. Control is almost certainly not an issue
here. (Unless there are a few institutional investors with very large
shareholdings)
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Section 3 - The implications of the proposed acquisition for the achievement of T’s financial
objectives
The objectives in principle are quite acceptable and are common for listed entities.
They have been achieved each year for the past 9 years but that period has largely been a
period of consistent growth in the stock market in general. A year on year increase of 8% in
share price and dividends combined is surely optimistic in a volatile market and the construction
industry has been particularly hard hit. However, stock markets tend to rise ahead of a general
economic upturn and the property market is seeing some improvement in the UK.
If objectives are to continue to broadly concern increases in EPS and shareholder value then
the acquisition should provide the following:
Financing policies
Theory suggests that entities should use a judicious amount of debt in their capital structure to
lower cost of capital. Debt is cheaper than equity because interest payments attract tax relief
and the return required by providers of debt is, generally, lower than expected by providers of
equity. This is because interest is (usually) secured and providers of debt do not participate in
profits. However, in a deflationary environment equity could be more attractive than debt. Some
of the reasons are as follows:
- Debt interest has to be paid out of static or falling profits, lowering return to
shareholders. Also, raising equity is safer; dividends do not have to be paid and the
shareholders do not get their money back in a liquidation.
- High inflation tends to make share prices more volatile. In periods of low or zero
inflation that volatility is reduced and the premium required by equity holders is
similarly reduced.
- In theory, the mix of debt and equity does not affect the value of the firm, other than
the value of the tax shield. When profits are falling, the value of the tax shield is
reduced.
The above reasons are valid in T’s circumstances but an issue for the directors to consider
when deciding their financing policies - both re-financing and financing the proposed acquisition
- is the “signaling” mechanism. Equity could be seen as defensive and a negative signal to the
market.
There is limited research to support the signaling effects of capital structure and the recent
dramatic changes in the global economic environment means what evidence exists might be of
no value. In particular, interest rates on borrowing are at an all time low which, combined with a
severe recession, means debt could be the preferred, and possibly only, option.
Dividend policies
In theory entities should pay no dividends and invest all earnings if they have sufficient positive
NPV investment opportunities and pay 100% dividends if they have no positive NPV investment
opportunities. Entities rarely do this as it would make for huge volatility in dividend payments
that many investors would not like. Also, unlike with capital structure, the signaling effect of
dividend policy is believed to hold. At present T pays 40% of its earnings as dividends and L
pays almost 50%. The present climate of near zero interest rates suggests that investors would
be better off allowing T to invest earnings on their behalf and reduce the dividend payout
percentage. The acceptability of this change in policy depends to some extent on shareholder
profile but given that many entities are reducing dividend payments shareholders might have
little choice but to accept.
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SECTION B
(a)(i)
Price of new shares after 20% discount to current price of 458 cents is:
366cents (= 458cents x (1 – 20%))
(a)(iii) Expected trading price for the rights is the T.E.R.P. of 443cents less the discounted share
price of 366cents
So the expected trading price for the rights is 77cents each (443 – 366)
First method:
Purchase 77/443 x 40,000 = 6,953 shares
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P9 Financial Strategy November 2009
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Also, the actual price of the rights in the marketplace is driven by the market forces of demand
and supply and the price obtained will vary according to market sentiment towards the project
and the popularity of the rights issue itself.
(b)
Preliminary calculations
Current gearing: 30:100 = 30% (where 100 = 37 – 7 + 70)
Revised gearing: 37:100 = 37%
(where 37 = original debt of 37, equity is now 63 = 70 – 7 and so D + E = 100 = 37 + 63)
This increase in gearing would occur for both the share repurchase and the special dividend. It
would be expected to lead to a decrease in the cost of capital if the company is not approaching
debt capacity and 37% is still on the downward sloping part of the WACC curve and so does not
affect George’s choice.
Share repurchase
Advantages over special dividend:
• Enhance earnings per share (as fewer shares in circulation)
• Reduce amount of cash needed to pay future dividends
• Investors taxed as capital gains which may be lower than income tax
Special dividend
Advantages over share repurchase:
• Easier and cheaper to arrange
• No change in the balance of ownership (in cases where shareholders have the choice
whether or not to sell shares in a share repurchase scheme)
Note that both methods reduce the likelihood of unwelcome takeover bids (as less cash on the
balance sheet)
Conclusion:
The impact on gearing and hence cost of capital is the same in both cases and so does not
affect the choice. However, only the special dividend will meet George’s second objective of
keeping the balance of ownership the same and so George may prefer to use a special dividend
rather than a share repurchase. The final decision will depend on a review of the other factors
listed above and their relative importance to the entity and its shareholders. If the shares are
held by a few large shareholders, their views also need to be taken into account.
P9 8 November 2009
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(a)(i)
Alternative 1:
kprefs = 4.583% = 5.5%/1.2
Alternative 2:
Use DCF to calculate the YTM which is the IRR of the cash flows under the bond.
Time Time Cash flow Discount PV of cash Discount PV of cash
£ million factor at 4% flows at 4% factor at 3% flows at 3%
Initial capital 0 10.00 1.000 10.000 1.000 10.000
Interest 1 to 9 (0.40) 7.435 (2.974) 7.786 (3.114)
Tax relief 2 to 10 0.14 7.152 (W1) 1.001 7.560 (W2) 1.058
Repayment 9 (11.00) 0.703 (7.733) 0.766 (8.426)
Total 0.294 (0.482)
5)
Workings
W1: 7.152 = 7.435 x 0.962 or 8.111 – 0.062 = 7.149
W2: 7.560 = 7.786 x 0.971 or 8.530 – 0.971 = 7.559
By interpolation: YTM = 3% + 482/(482 + 294) = 3.621%
Alternative 3
Estimated £ yield to maturity before tax deduction = 5.37% = [(1.028)(1.025) – 1] x 100.
After tax cost is 3.491% = 5.37% x (1 – 0.35)
Round up answer to 3.5% as this is only an estimated figure. A full yield to maturity calculation
would provide a more accurate figure.
Summary
Alternative After tax cost of debt
1 4.58%
2 3.621%
3 3.5% (estimate)
Recommendation
1. If funds are required for the whole project term, Alternative 2 is the clear choice as it
provides matching of maturity and currency and is also cheaper than Alternative 1.
2. However, if the funding is only needed for 5 years and if a cross currency interest rate
swap can be arranged in association with Alternative 3 to provide finance at a lower after tax
cost of debt, then Alternative 3 may be preferable to Alternative 2.
P9 9 November 2009
P9 Financial Strategy November 2009
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(b)
There are three main methods for adjusting for risk.
1. Decision trees
2. Certainty equivalents
3. Risk-adjusted discount rate
1. Decision trees are a useful tool where there are a number of possible different outcomes.
Usefulness to Horatio:
In the case of Horatio, this could be a useful tool if there is a risk of a project failing altogether
due to the involvement of new technology that has not been fully tried and tested on a large
scale and/or tested operationally for a 9 year period.
2. Certainty equivalents
Usefulness to Horatio:
Estimating certainty equivalents would be particularly difficult in the case of Horatio where the
technology is new and there is unlikely to be a sufficient track record to be able to make sound
judgments on the outcome of a particular variable in this manner.
Usefulness to Horatio:
This is likely to be useful to Horatio – the discount rate could be adjusted according to the risk
grading of this project.
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(a)
ke = 6.2% (as given in the question)
kd (after tax) = 3.51% (= 5.4% x (1 – 0.35))
MVe = $50million (= $2.50 x 20 million)
MVd = $33million (trading at par so use nominal value)
So, WACC = ke x MVe/( MVe + MVd) + kd (after tax) x MVd/( MVe + MVd)
= (6.2% x 50/83) + (3.51% x 33/83)
= 5.13%
(b)
Firstly, calculate the value of the project profits in perpetuity at the end of year 2:
$’000
Increase annual pre-tax earnings 770.0
Deduct tax at 35% (269.5)
Increase in annual post tax profits 500.5
Time 0 Time 1
$’000 $’000
Investment (10,000)
Increased earnings 9,756
Discount factor 1.0 0.951
(= 1/1.0513)
NPV (10,000) 9,278
Net total NPV (722)
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(c)
Adjust the WACC for the NPV of the project and the additional debt:
ke = 6.2% (unchanged per question)
kd (after tax) = 3.51% (unchanged per question)
MVe = $49.3 million (= $50million - $0.722 million)
MVd = $43million (= $33million + $10million)
MVe + MVd = $92.3 million
So, WACC = ke x MVe/( MVe + MVd) + kd (after tax) x MVd/( MVe + MVd)
= 6.2% x 49.3/92.3 + 5.40 (1 – 0.35)% x 43/92.3
= 4.95%
Risk.
There is no indication that the project has a different risk profile to that of the business as a
whole. Upgrading IT systems is in line with normal business practice for this company and this
business sector.
Conclusion
Therefore the current WACC is considered to be a suitable discount rate with which to evaluate
this project.
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Forecast B
Net cash flow in T$ (as above) -150.0 39.9 45.6 52.8 55.2 99.4
Exchange rate (W1) 2.1145 2.2287 2.3490 2.4759 2.6096 2.7505
D$ D$ D$ D$ D$ D$
million million million million million million
Net cash flow in D$ -70.9 17.9 19.4 21.3 21.2 36.1
Additional logisitics planning -0.4
Discount factor at 12% 1 0.893 0.797 0.712 0.636 0.567
NPV of cash flows in D$ at 12% -71.3 16.0 15.5 15.2 13.5 20.5
Net total PV D$ 9.4 million
W1: Tax at 5% excludes initial and residual value investment cash flows. 3.1 = 5% x (72.8
Assumption: no tax relief on 'additional logistics planning'
P9 13 November 2009
P9 Financial Strategy November 2009
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Forecast B
Net cash flow in T$ -150.0 34.2 41.0 52.8 55.2 95.1
Discount factor at 18% (W2) 1 0.847 0.718 0.609 0.516 0.437
NPV of T$ cash flows at 18% -150.0 29.0 29.5 32.2 28.5 41.6
TOTAL T$ 20.6m
Convert at 2.1145 D$ 9.7m
Less additional logistics planning (D$ 0.4m)
Net total NPV D$ 9.3 m (difference due to roundings)
So, the impact of the T$ depreciating against the D$ by 54% a year rather than staying constant at the
spot rate of 2.1145 is a reduction in the NPV of the project from D$ 23.7 million to D$ 9.4 million, a
reduction of over 60%.
Workings
W1: Calculating future exchange rates
Date Exchange rate Workings
2009 2.1145
2010 2.2287 2.2287 = 2.1145 x 1.054
2011 2.3490 2.3490 = 2.2287 x 1.054
2012 2.4759 2.4759 = 2.3490 x 1.054
2013 2.6096 2.6096 = 2.4759 x 1.054
2014 2.7505 2.7505 = 2.6096 x 1.054
W2 : Discount rate = 1.12 x 1.054 ‐ 1 = 18%
which includes the investment appraisal rate of 12% and the currency depreciation of 5.4%
Pool Tax Tax
W3 : Tax depreciation T$ all'nce impact @ 20%
allowances 150.0 30.0 6.0
2010 ‐30.0
120.0 24.0 4.8
2011 ‐24.0
96.0 19.2 3.8
2012 ‐19.2
76.8 15.4 3.1
2013 ‐15.4
61.4
2014 ‐40.0 residual value
21.4 21.4 4.3
P9 14 November 2009
P9 Financial Strategy November 2009
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The project would appear to fit in well with its already wide geographical spread of business.
(b)
The Dominique group has a significant exposure to movements in both exchange rates and tax
rates because of its wide geographical spread of businesses and continued expansion into new
territories.
P9 15 November 2009
P9 Financial Strategy November 2009
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The bidding entity’s financial advisors have produced estimates of future growth in the potential
target’s earnings.
Part (a) of the question evaluates the financial position of each entity prior to the acquisition.
Part (ai) requires the calculation of P/E ratios and market capitalisation for each
independent entity.
Part (aii) requires the calculation of the cost of equity for each entity, using a proxy
entity’s beta to calculate the cost for the target entity.
Part (aiii) requires the calculation of the estimated value of each entity.
Part (b) requires the calculation of the increase in value that might be generated by combining
the two entities following the acquisition.
The report section of the question, part (c), requires discussion and advice on various factors
that the bidding entity’s Board needs to consider in preparation for the bid. These include the
recommendation of an opening bid, alternative methods of financing the bid and the discussion
and evaluation of wider implications for the achievement of the broad financial objectives of the
bidding entity.
The question tests learning outcomes (LO) in the following sections of the syllabus:
P9 16 November 2009
P9 Financial Strategy November 2009
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The first part, part (a), concerns a listed entity that has announced a rights issue. Candidates
are required is to provide calculations and an evaluation of the alternative courses of action
available to a particular shareholder.
Part (b) concerns a competitor company which has cash surplus to requirements and is
considering paying across cash to its shareholders. This part requires a discussion of the
advantages of a share repurchase versus a one-off special dividend as a means of returning
surplus cash to shareholders.
Question 3 concerns a UK-based manufacturing entity that is considering the purchase of new
equipment. It is also considering how to finance the purchase.
Part (a) of the question requires the calculation and discussion of three alternative methods of
finance and a recommendation of the most appropriate method.
Part (b) of the question requires explanation and advice about two (out of a given three)
methods of incorporating risk in the NPV project evaluation. in the context of the given scenario.
The three proposed methods are decision trees, risk adjusted discount rates and certainty
equivalents.
P9 17 November 2009
P9 Financial Strategy November 2009
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Question 4 concerns an entity based in Asia that is considering installing a new computer
system which would be financed by additional debt.
Part (a) of the question requires the calculation of the WACC of the entity.
Part (b) requires the evaluation of the project using the WACC calculated in part (a).
Part (c) requires the calculation of post-project WACC after adjusting for the NPV of the new
project and the increase in debt.
Part (d) of the question requires discussion of the key factors the entity should consider when
assessing customer requirements and drawing up an implementation plan.
P9 18 November 2009