Professional Documents
Culture Documents
Sources of Finance
& Capital Structure
Chap 13 Learning Outcomes
• Types of financial markets.
• Role of the JSE in raising finance.
• Listing criteria of the JSE and ALTX
• Types of financial institutions.
• Types of financial instruments.
• Equity and debt-instruments.
• Evaluate sources of finance.
2
Financial Markets
MONEY MARKETS
– Mainly for ST (<3 yrs) finance and mostly over
the phone
– Include investment & commercial banks &
finance houses
– Money markets deal in financial instruments
with a life of less than three years
CAPITAL MARKETS
– Mainly for LT (> 3yrs) finance (e.g. JSE and ALTX -
shares and debenture issues)
3
Primary, Secondary & Formal
Markets
• Primary markets - New share/debenture
issues (e.g. new JSE listing)
• Secondary market – Deals in previously
issued securities (e.g. buying/selling of
shares on JSE)
• Formal markets – E.g. JSE, ALTX, SAFEX &
Bond Exchange of SA are highly regulated,
specialising in a narrow range of
standardised instruments accessible to
small investors 4
Informal Over-the-Counter (OTC) Markets
• Informal deals on OTC markets occur across a
desk or by using computer terminals &
telephones.
• Most formal exchanges started as informal OTC
markets
• Informal/OTC markets permit innovation/
flexibility according to needs of parties
• Standardised instruments (e.g. OTC trading of
currencies) do not need formal exchanges to
trade efficiently
5
Spot and Derivative Markets
SPOT MARKETS trade instruments at agreed prices immediately
DERIVATIVE MARKETS defer settlement to a future date
Derivatives are used to manage risk (hedge), speculate &
arbitrage
They are Flexible, have Low cost and offer significant Leverage
and Liquidity
Exchange traded derivatives.
Options and warrants are traded on the JSE and futures and
options on SAFEX.
Have Standardised contracts, marking to market and high levels of
liquidity.
Non-exchange traded derivatives are
Negotiated and customised, non-standardised and not traded on
an exchange. Examples are forward contracts, forward rate 6
Interaction between market
classifications
• Markets classifications do not make them
mutually exclusive. E.g. The sale of 1000
Barloworld shares could be designated to
the following markets:
– capital – shares are long-term
instruments;
– secondary – money is exchanged for
shares (Barloworld is not involved)
– spot – money is exchanged and the scrip
delivered immediately;
– formal – shares are sold through a broker
on the JSE. 7
JSE Securities Exchange (JSE)
• The JSE was formed as a market for shares of the many
mining and financial companies formed after the
discovery of gold in SA
• The JSE is SA’s only stock exchange and governed by the
Securities Services Act, 2004 and its own rules and
directives
• Trading on the JSE was in the form of an auction involving
brokers
• In 1996 the JSE introduced electronic share trading (JET)
system
• From July 1999 JSE introduced the Share Transaction
Totally Electronic (STRATE) project, allowing transactions
to be settled and traded electronically
• From Feb 2002 all JSE counters had moved to STRATE 8
JSE Listing Requirements – Main Board
• Subscribed capital at least R25m (not <25m shares)
• Audited 3 year profit history – last < R8m NPBT
• Not <500 public shareholders (not employees/
associates)
• Not <20% of shares to be held by the public
• Compliance with King II on Corporate Governance
– Audit committee / remuneration committee
/separate chair & CEO
• Compliance with International Reporting Standards
• New requirements on auditors
• Independent directors
• Related party transactions
• Disclosure of director share trading activities
• Directors to ensure compliance with listing requirements
9
Placement of Shares (vs public offer)
• Ordinary shares are sold directly to a
group of institutional investors
• Proportionate ownership may be
diluted
• No underwriting - quicker than rights
issue or public offer
• Control and strategic allocation of
shares
• No prospectus required 10
Alternative Exchange - ALTX
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
28 50 67 39 71 22 101 23 42 82 87
12
Capital is raised on the JSE?
16
Bond Exchange of South Africa
• Lists debt securities issued by government,
parastatals and large companies.
• Fixed & floating rate securities & Zero coupon
bonds
• Interest normally payable semi-annually
• CPI linked bonds
• Highly liquid – turnover about 13 times in a year
• Trading volume about R8-10 trillion pa (over R35
billion per day)(JSE turnover R6-9 billion pd).
• Why is the market favourable for the issue &
listing of new corporate bonds?
17
Rights Issues
• Inviting existing shareholders to subscribe for new
shares
• % ownership remains constant if all shareholders
take up their rights
• Issue price at a discount to current listed price
• Example
– Co. has 9m shares in issue. The current price is R6 and the
company wishes to raise R5m. The Co. plans to issue 1m
shares at R5. What is the value of a right?
– Current price is R6 and rights issue at R5 per share. Is the
value of each right R1?
– What is value of the company after the rights issue? PTO
18
Rights issue
No. of shares Price R
= 5.90
N ( Mc S )
Value of right = N 1
Where,
N = number of shares required to acquire 1 right
Mc = market price per share
S = subscription price per share
9(6.00 5.00)
=
10
22
Venture Capital and Private Equity
• Venture capital and private equity assist with
launching and developing business
• Venture capital and private equity markets are less
efficient than the public markets
– Transaction costs are far higher
– There are a small number of buyers and sellers
– There are no reporting requirements – info is
not freely available
– There are different investment objectives of
venture capitalists and private equity investors
– The risk of failure is higher than in formal
markets
23
Private Equity
• Major private equity firms include;
– Brait
– Ethos
– Venfin
– Investec
– Foreign private equity funds are entering the market
• Shoprite, Consol Glass, Alexander Forbes and even
Edcon were private equity targets. Companies will be
unlisted if a private equity transaction goes ahead.
• Private equity firms provide expertise, organise
financing and often increase the debt levels of firms
• Private Equity firms have a limited time horizon and
will exit by listing or selling the firm (ex. BTR Dunlop
sold to a foreign firm) Venfin sold its stake in Vodacom
to Vodaphone. 24
Industrial Development Corporation
• The IDC expects a meaningful contribution from
the owner
• The owner must share the risk by funding 33% of
total assets
• The IDC considers loan finance which is equal to
owner’s interest in the business
• Development is emphasized
• Empowerment related financial buy-ins or
takeovers
• Focus on fixed assets and “greenfield” projects
• Impact on job creation and exports
• Ex. Sasol / Iscor
25
Business Partners
• Business Partners was formed to
guide and promote entrepreneurship
Preference shares
• Hybrid of equity and debt
• Fixed dividend – payment not compulsory
• Nominal rate may be based on after-tax rate for LT debt (No tax)
• Preference shares are useful when tax positions of parties differ.
– Participating (fixed dividend plus share in remaining profits)
– Redeemable or Indefinite
– Convertible to ordinary shares
– Banks may subscribe at rate equal to 70-74% of the prime rate.(STC
credit).
29
Debt-Related Instruments
• MT finance = 1 to 3 years
• Long-term finance 5 and 10 years
• Classification of Debt :
– Fixed Interest, e.g. debentures
– Variable interest fluctuates with market forces- e.g.
mortgage bonds
– Secured debt
– Debt covenants (Debt/Quick ratios, overall debt,
dividend payments/cover)
– Unsecured debt
– Covertible, redeemable, indefinite & participating
30
Structuring the repayment of loans
• Instalments versus Bullet (Residual) payment.
E.g. Loan of R8m at 11% repayable in
instalments or single pmt at end. Cash flows?
Cash Flows 0 1 2 3 4 5
Loan with equal instalments R8m/3,696 -2,164,562 -2,164,562 -2,164,562 -2,164,562 -2,164,562
or 11% x R8m = R880 000
Loan with capital payable at end of term -880,000 -880,000 -880,000 -880,000 -8,880,000
Mortgage bonds
• LT loan secured over fixed property
• Terms vary
• Restrictive covenants
32
Credit Ratings
• Standard & Poor / Moody – provide independent
ratings of the risk of bond issues
• If a bond issue is rated AAA – what is the
probability of default?
• What is the spread on the Barloworld bond issue?
Go to www.bondexchange.co.za. Check up BAW1
under Data services MTM report. Ex. On 1 Feb
2007, yield is 8.86% which is at a premium of 80
basis points (0.8%) above the R153 (govt. bond)
yield.
• What will Barloworld do with its divisions?.
33
Leases
• Commonly used to fund movable assets
• Lessor retains legal ownership of the asset until paid
• Lessee has use of the asset for part or full useful life
• Lease payments include capital plus TVM (return)
ST Debt
• ST finance matches seasonal/cyclical Wcap cycle
• ST finance = form of bridging finance
• AP provide part of seasonal/cyclical finance needs
• Short-term finance = higher risk than long-term finance
• Sources: Overdraft, BA (90 day Acceptances)
• Bills and Notes
• Foreign loans – interest rates < RSA – Cost of forward
cover could eliminate cost advantage 34
Debt & Equity
– Equity has a residual right to income & Ke>Kd
– Cost of debt is tax deductible
– Debt - contractual right to capital/interest when
due, profit or not & restrictive covenants
– STC payable on net dividends paid-personal, not RI
– Debt tends to have a finite life – no affect on %SH
– Life of equity= life of the firm
– Equity holders control the entity
– Cap. structure = debt & equity (Risk profile →Ke/d)
– Debt increases risk (fin. Distress) & return (leverage
when ROA >Kd)
– Signalling effects of a rights issue may be negative35
BEE Financing structures
• Industry charters
• Section 38 Now financial assistance to
buy shares
• Source of financing for BEE entities
– Vendor financing (shares, prefs, loans or
bonds)
– BEE entity issues pref shares to banks at
70-74% of prime & use entity assets as
security or Initial public Offering(IPO)
36
BEE Financing structures
BEE Holdings Ltd
100%
R30m
Original
SPV Ltd Prefs
shareholders R510m
49% 51%
Metro Ltd
37
Alternative BEE Financing structure
• Company sells “business” to “Newco”. Old SH
retain 70% or more in Newco
• Coy retains direct ownership of operations
• No dilution of BEE ownership in the future
Metrix Holdings BEE Co.
75% 25%
Loan (from
NEWCO Bank or
R960m Metrix)
Assets (Rm) Equity/Liabilities (Rm) Interest tax deductible
1,000 40 Bought assets/operations
38
960
Levels of Equity Control
– 75% of share capital allows passing of special
resolutions
– 50% + share - enables the passing of ordinary
resolutions
– 20% or 30% of share capital = effective
control listed coy
– 35% = effective control in terms of the
Takeover Code
– Control of the board
– Default – Arrears Pref dividends have voting
rights 39
Chapter 14
Capital structure
Learning outcomes
• Leverage increases return (if ROA>Kd) - potential loss to
SHs
• Debt increases financial risk.
• No optimal capital structure under certain assumptions.
• Inclusion of tax, distress and other costs alters optimal
capital structure.
• Theory of capital structure - practical situations.
• Pecking order approach.
• Effect of inflation on the cost of debt.
• Optimal capital structure and need for flexibility.
• Tax shield makes debt more attractive within risk
attitudes
41
Financing Decision
• Separate Investment and financing
decisions
• Balance Sheet: Assets = Equity + Liabilities
(mainly debt)
• Financing of assets (D/E ratio) is a strategic
decision (+types of debt & equity →
capital structure.
• Big Q uestion? Does capital structure
affect entity value?
42
Business Risk
• Determined by operating activities, industry and
product range, e.g. retail store vs software
developer
• Risk = level of fixed to variable costs i.e. operating
leverage = Total contribution/EBIT
• Balancing Business and Financial risk
– Match long-term assets with long-term finance
Financial risk
• DE ratio i.e. Interest rate and capital risk
• Equity financing → dividends and capital growth
• Debt = LT&ST Contractual interest & capital dues
– Secured or unsecured 43
Operating Leverage
• Example: FC R100 000 ; V C R4 pu; SP R10 pu; Volume 30 000 Upa
• Contribution: 30 000 x (R10-R4) = R180 000
• EBIT is R80 000 (R180 000 - R100 000)
• Level of Operating Leverage = R180 000/80 000 = 2,25
Every 1% increase (fall) in sales/contribution = a 2,25% increase
(fall) in EBIT.
Current Forecast Increase
Sales 300,000 330,000 10.0%
Variable costs -120,000 -132,000 10.0%
Contribution 180,000 198,000 10.0%
Less: fixed costs -100,000 -100,000
EBIT 80,000 98,000 22.5%
Operating leverage 23% / 10% 2.25
Operating leverage 180,000 / 80,000 2.25
44
Financial Leverage
• Debt levers net earnings up or down if ROA>Kd
• Example: Co. A is 100% equity financed & Co. B has D:E
of 40:60 Kd =12,5%.
(Rm) Co. A Co. B
Equity 1,000 600
Debt - 400
Total Assets 1,000 1,000
49
Capital structure
• Equity
– Share capital
– Reserves
– Outside shareholders interest
– Deferred taxation
• Debt
– Long term liabilities
– Interest bearing debt
– Permanent portion of other current liabilities?
50
Optimal capital structure?
• Debt-equity ratio with lowest WACC.
• M&M: Capital structure is irrelevant, assuming
– No taxes or transaction costs
– No costs associated with financial distress
– No agency costs
– Individuals & companies borrow/lend at same rate
• Principle: Assets determine V e not mode of finance
• Ve depends on Net operating income (NOI)
• Approached to Cap structure:
– NI approach -financial leverage does not impact Ke/Kd
Thus greater debt = lower WACC and higher value.
– Net operating income approach (MM) - Ke increases
with financial leverage, but Kd & WACC constant.
Thus financial leverage has no impact on value. 51
Capital structure: Traditional (Trade-off)
approach
• Ke and Kd stay unchanged as Debt ↑so WACC ↓
until Ke and Kd increase from ↑ financial risk.
• Debt ratio with lowest WACC = Optimal capital structure
Effect of NOI approach (M&M) on WACC & Ke?
WACC remains constant and Ke rises as D/E ratio ↑
52
•
M&M and Arbitrage
Co. A and Co. B incomes and values.
Co. A Co. B
Net Operating Income 900,000 900,000
Interest - -300,000
Available to shareholders 900,000 600,000
55
M&M with taxes
– Too much debt increases the cost of financial
distress.
– Too much debt could reduce EBIT.
– Too much debt will incur agency costs.
– Too much debt will lead to an increase in Kd
VL = VU + PV I - PVF - PVΔEBIT - PVA - PVD
• P V I = P V of expected interest tax shield
• P V F = P V of expected financial distress
• P V Δ EBIT = Reduction in value from lower EBIT
• P V A = Reduction in value from agency costs
• P V D = Reduction in value from increased cost of debt
56
Effect of financial leverage on Vo
• Initially, interest tax shield increases returns/value up to point X.
Value starts falling as financial distress and other costs increase
57
Capital stru ct u re: Contemporary approach.
Consistent with M&M, with taxes, and financial distress and
related costs
58
Pecking Order Theory
• No target capital structure
• Financing follow a preferred hierarchy:
1. RI is 1st preference of financing
2. 2nd debt/loan finance
3. Convertible debt/preference shares
4. Lastly, the issue of new equity
Why? Limit sharing of control and residual income!
• RI has no control or covenant compliance issues
• Debt will result in loan covenants and reporting to lenders
• New equity may impact on control and greater market scrutiny
• Info asymmetry reflects presently mispriced securities
• Issue equity when ordinary share prices are high
59
Financial leverage and systematic
risk(ß)
ß=systematic risk, affected by financial leverage.
ßL = ßU [1+(D/E)(1-t)] & ßU = ßL/[1+(D/E)(1-t)]
Effect of inflation
Real return(r)=9% & inflation(f)=10%. Nom.rate(Rn)?
• Rn = (1+r)(1+f)–1 = [(1+,09)(1+,1)]–1=0,199 19,9%
Nominal rate(Rn)=19,9% & inflation(f) =10%. r?
• r =[(1+Rn)/(1+f)]–1 and [(1+,199)/(1+,1)]-1=9%
Real rate(r)=9% & nominal rate(Rn) is=19,9%. f?
• f =[(1+Rn)/(1+r)]–1 and [(1+,199)/(1+,9)]-1=10%
• Tax deduction on nominal cost of debt
• High inflation = appreciating assets & ↑Interest 60
WACC – Some Principles
• Weighted average costs of all finance
sources
• Uses market rates of debt and equity at
target D:E or MV
• Includes corporate tax effects (Kd after tax)
• Ke and Kd include inflation, so should
expected cash flows
• Real Return (r) (14%) = Risk-free (8%) + Risk
(6%)
• Nominal rate (Rn)(21%) =Rf (8%)+Risk (6%)
+Inflation (7%)
• Nominal rate (Rn) = (1 + r)(1 + f) – 1
From the real world…..
• Grindrod
• Target debt-equity ratio of 100% (50:50.)
Could company keep to this target?
180%
160%
158% Debt
140%
%
120% 107%
106%
100%
80%
61%
60% 53%
20%
0%
1999 2000 2001 2002 2003 2004 2005
63
Capital restructuring in USA & Ve
• M&M assumes real investment & operating Cflows
unaffected by ∆ D/E ratio i.e. Same operating
decisions if debt is 80% debt or 0%
• In reality dramatic ∆ in D/E and div. payout ratios
directly affects MVe
• LBOs active in late 1980’s (huge debt burden) &
restructured US economy. (disposal of non-core
assets)
• Agency cost of free cash flow? If operating cash ↑
and no +NPV projects need to return cash to SH or
invest in low return projects or diversify and destroy
value.
• Result: MVe ↑ by trillion US dollars. Will same
happen in RSA from BEE?
64
Effect of debt?
• Compulsory Interest & debt servicing costs versus
optional dividends
• Bankruptcy
• Interest cost effects IS Ke does not. SA entities have too
little debt
• Trend to reduce capital and DOL if DFL ↑.
• Problems of overcapacity lead to consolidation.
• Debt encourages sale of unrelated business entities
(unbundling)
• Concentration of equity in the hands of insiders
• Debt effects sales and implicit product warranties
• Growing entities need constant ↑ in capital – debt is not
appropriate
• Optimal capital structure is achieved with lower ratings
(MV).
65
Why is debt low in SA entities?
66