Shares

1. Shares

2. Definition • Ordinary share represent the ownership position in the company. The holders of ordinary shares are called the shareholders and they are the legal owners of the company. • By a share it also means right to participate in the profits made by a company, while it is a going concern and declares dividend, and in the assets of the company when it is wound up. • A stock is defined as consolidated value of fully paid up shares of a member.

3. Types of shares capital • Equity shares capital • Preference shares capital: Preference share is the one which satisfies the following criteria • With respect to dividend it carries a preferential right to be paid which may be a fixed amount or a fixed rate • On winding up or on repayment of capital a preferential right to be repaid the amount .

4. Features of Preference Share • Claims on income and assets • Fixed Dividend • Cumulative dividend • Redemption • Sinking fund • Call feature • Participation feature

5. Hybrid Security • Ordinary share • Non payment of dividend does not force the company to insolvency • Dividends are not deductible for tax purpose • In some cases there is no fixed maturity date. • Debenture • Dividend rate is fixed • Pref shareholders do not share in • the residual earnings • They have claim on income and • assets prior to ordinary shareholders

6. Types of Preference Shares • Participating preference shares.:- they carry a right to participate in the surplus profit along with equity shareholders after dividend at certain rate has been paid to equity shareholders. • Cumulative and non-cumulative shares • Redeemable preference shares • Fully or partly convertible preference shares.

7. Voting rights for preference shareholders • Every member of a company holding any preference shares has a right to vote only on resolutions placed before the company which directly affect attached to his preference shares • Apart from this preference shareholders are entitled to vote if dividend has remain unpaid in case of cumulative as well as non cumulative for two years.

8. Pros • Risk less leverage advantage • Dividend postpondability • Fixed dividend • Limited voting right • Cons • Non tax deductibility of dividend • Commitment to pay dividend

9. Equity shares

10. Types of Equity Shares • Authorized share capital • Issued share capital • Subscribed share capital • Paid up share capital

11. Issue price of shares: the price at which share is issued in the market. • Paid up share capital = issue price * no. of ordinary shares. • Issue price has two components • Par value • Share premium • Par value is the price per ordinary share stated in the memorandum of association. • Generally they are in the denomination of 10 or 100. • Any amount in excess of par value is called the share premium. • Shareholders equity = paid up share capital + share premium + reserves and surplus = Net worth • Book value per share = Net worth / no. of ordinary shares • Market value of a share is the price at which it trades in the market. It is generally based upon the expectations about the performance of the economy in general and company in particular.

12. Features of Equity Shares • Residual claim to income • Residual claim on assets • Right to control • Voting system • Pre-emptive right • Limited liability

13. Evaluation • Merits • it is a permanent source of fund without any repayment liability • It does not involve any obligatory dividend payment • Demerits • high cost of fund reflecting the high required rate of return of investors as a compensation for higher risk • High floatation cost in terms of underwriting, brokerage and other issue expenditure • Dilution of control

14. Method of Raising Capital • By issue of prospectus • Rights issue of equity shares. • Private placement of shares

15. Issuing of securities • Filing of offer document • Application for listing • Issue of securities in dematerialized form • Book building: It is a process undertaken by which demand for securities proposed to be issued is elicited and built up and price for such issue is assessed for determination of quantum of such securities to be issued.

16. Issue of share at a discount • Issue of share at a premium • Call on shares: application, allotment and other calls • Forfeiture of shares

17. Initial Public Offer Benefits of going public • Access to capital • Respectability • Investors recognition • Liquidity • Signals from the market Costs of going public • Adverse selection • Dilution • Disclosures • Accountability • Public pressure

20. Eligibility for an IPO A company can make 100% retail issues provided it satisfies all the following conditions • It has a net tangible asset of at least Rs 3 crore in each of the preceding three years. • It has a track record of distributable profit for at least three out of immediately proceeding 5 years. • It has a net worth of at least Rs1 crore in each of the preceding 3 financial years. • The issue size (offer through offer document + firm allotment + promoters contribution through offer document) does not exceed five times the pre-issue net worth

21. Cost of Public Issue • Underwriting Expenses • Brokerage • Fees to the managers to the issue • Fees for registrars to the issue • Printing expenses • Postage expenses • Advertising and publicity expenses • Listing fees • Stamp duty

22. Green Shoe option • A provision contained in an underwriting agreement that gives the underwriter the right to sell investors more shares than originally planned by the issuer. This would normally be done if the demand for a security issue proves higher than expected. Legally referred to as an over-allotment option. • It provides additional price stability to a security issue because the underwriter has the ability to increase supply and smooth out price fluctuations if demand surges. • Greenshoe options typically allow underwriters to sell up to 15% more shares than the original number set by the issuer. • However, some issuers prefer not to include greenshoe options in their underwriting agreements under certain circumstances, such as if the issuer wants to fund a specific project with a fixed amount of cost and does not want more capital than it originally sought.The term is derived from the fact that the Green Shoe Company was the first to issue this type of option.

23. Allotmentsize of public offer: 2,00,000 equity shares of Rs 10 each no. of times over subscribed: 3 timestotal no. of shares applied for: 6,00,000 equity shares

24. Rights Issue of Equity Share • It involves selling of ordinary shares to the existing shareholders. • Law in India requires that the new ordinary shares must be first issued to the existing shareholders on a prorata basis • No. of rights = existing share/ new share

25. Private placement of shares • It involves sale of shares (or other securities) by a company to few selected investors, particularly the Institutional Investors like the Unit Trust of India (UTI), the Life Insurance Corporation of India (LIC), IDBI etc. • Private placement has the following advantages • It is helpful to raise small amount of fund • It is less expensive • It is a much faster way of raising fund.

26. Shareholder • A shareholder (or stockholder) is an individual or company (including a corporation) that legally owns one or more shares of stock in a joint stock company. • Shareholders are granted special privileges depending on the class of stock, including • the right to vote (usually one vote per share owned) on matters such as elections to the board of directors, • the right to share in distributions of the company's income, • the right to purchase new shares issued by the company, • and the right to a company's assets during a liquidation of the company. • However, shareholder's rights to a company's assets are subordinate to the rights of the company's creditors.

27. Preferential Allotment • , An issue of equity or equity related instruments by a listed company to pre-identified investors who may or may not be the existing shareholders of the company at a pre-determined price is referred to as a preferential allotment. • Made to promoters, strategic investors, venture capitalist, financial institutions and suppliers • Rationale- to secure equity participation of those that the company considers desirable, but who may otherwise find it very costly or impractical to buy large chunk of shares in the market.

28. Regulations • Special resolution - company must pass special resolution - government must grant special approval under section 81(1A) • Pricing – price should not be lower than the higher of the average of the weekly high and low of the closing price of the shares quoted on the stock exchange during six months before the relevant date or two weeks before the relevant date. • Open offer- a preferential allotment of more than 15% of equity necessitates an open offer. • Lock-in-period – one year lock-in-period

29. Internal Accruals • Depreciation Charges • Retained earnings

30. Advantages & Disadvantages of Internal Accruals Advantages • Retained earnings are easily available internally. • It eliminates issue and transaction cost. • No dilution of control Disadvantages • Amount that can be raised by way of retained earning is limited. • Opportunity cost is quite high

31. Term Loan

32. Term Loan Term loan is a loan made by bank/financial institution to a business having an initial maturity of more than one year.

33. Features of a term loan • Maturity • Negotiated • Security: - primary security/secondary security (collateral) • Covenants restrictive covenants are contractual clauses in the loan agreement that place certain operating and financial constraints on the borrower. these covenants are both positive as well as negative in the sense of what borrowers should do and should not do in the conduct of its operation.

34. Covenants • Asset-related covenants -maintenance of working capital position in terms of minimum current ratio -ban on sale of fixed asset without the lenders approval • Liability related covenant -restrain on incurrence of additional debt -reduction in debt equity ratio by issue of additional capital • Cash flow related covenant -limitation on dividend payment to a certain amount or rate -ceiling on managerial salary or perks • Control related covenant -appointment of nominee director to represent the financial institution and safeguard their interest

35. Repayment schedule/Loan Amortization

36. Obtaining a term loan • An application form containing comprehensive information about the project is submitted to the financial institution • It contains details like promoters background, particulars of the industrial concern, particulars of the industrial project, cost of the project, means of financing etc. • After the application is received a flash report is generated which is a summarization of the loan application. On the basis of this report detailed appraisal of the project is done. • In the detailed analysis marketing, technical, financial, management and economic feasibility of the project is tested. • If on appraisal is the project is found feasible then the loan is sanctioned by the bank.

37. Debentures Debenture/bond is a debt instrument indicating that a company has borrowed certain sum of money and promises to repay it in future under clearly defined terms.

38. Attributes • Trust indenture: it is a complex and lengthy legal document stating the conditions under which a bond has been issued. • It provides the specific terms of agreement such as description of debenture, rights of debenture holder, rights of the issuing company and responsibilities of the trustees. • Trustees is a bank or financial institution that acts as a third party to the bond to ensure that the issue does not default on its contractual responsibilities to the bond holders. • Interest: the debenture carries a fixed rate of interest, payment of which is legally binding • Maturity: It indicates the length of time for redemption

39. Debenture redemption reserve: It is a requirement in the debenture indenture to provide for systematic retirement of debenture on maturity. • Call and put provision: the call/buyback provides an option to the issuing company to redeem the debenture at a specified price before maturity. The put option is the right to the debenture holder to seek redemption at a specified time at a predetermined price. • Security • Convertibility • Credit rating • Claim on income and assets

40. Innovative debt Instruments • Zero Interest Bond • They do not carry any explicit rate of interest • They are sold at a discount from their maturity value • The difference between face value of the bond and the acquisition cost is the gain. • Deep Discount bond • It is issued at a deep/steep discount at its face value • It appreciates to its face value during the maturity period

41. IDBI in 1992 had come up with a deep discount bond of face value Rs 1,00,000 at a deep discount price of Rs 2,700 with a maturity period of 25 years. If the investors hold it for 25 years the annualized return comes out to be 15.54%. The investor had the option to withdraw at the end of every five years with a specified maturity and face value ranging between Rs 5,700 (after 5 years) and Rs 50,000 after 20 years, the implicit annual rate of interest being 16.12 and 15.71 respectively

42. Secured premium notes • It is a secured debenture redeemable at premium over the face value/ purchase price • There is a lock in periodduring which no interestispaid • The redemption is made in installment • Floating rate bond • Interest is linked to some benchmark rate such as treasury bill, bank rate etc • Callable and puttable bonds

43. Other new sources of finance • Leasing and hire purchase • leasing: It is a process by which a firm can obtain the use of certain fixed assets for which it must make a series of contractual, periodic, tax-deductible payments. • Hire purchase:- It is a type of financial transaction in which goods are let on hire with an option to the hirer to purchase them. • Venture capital financing: It is a type of finance available for investors looking for high potential returns and entrepreneurs who need capital as they are yet to go to the public

44. Qualified Institutional Buyer (QIB) • The Securities and Exchange Board of India has defined a Qualified Institutional Buyer as follows • "Qualified Institutional Buyers are those institutional investors who are generally perceived to possess expertise and the financial muscle to evaluate and invest in the capital markets. • In terms of clause 2.2.2B (v) of DIP Guidelines, a ‘Qualified Institutional Buyer’ shall mean: "a) Public financial institution as defined in section 4A of the Companies Act, 1956; "b) Scheduled commercial banks; "c) Mutual funds; "d) Foreign institutional investor registered with SEBI; "e) Multilateral and bilateral development financial institutions; "f) Venture capital funds registered with SEBI. "g) Foreign Venture capital investors registered with SEBI. "h) State Industrial Development Corporations. "i) Insurance Companies registered with the Insurance Regulatory and Development Authority (IRDA). "j) Provident Funds with minimum corpus of Rs.25 crores "k) Pension Funds with minimum corpus of Rs. 25 crores "These entities are not required to be registered with SEBI as QIBs. Any entities falling under the categories specified above are considered as QIBs for the purpose of participating in primary issuance process."

45. Factors affecting choice of financing • Sales stability • Asset structure • Profitability • Control • Taxes • Growth rate • Management attitude • Firm’s internal conditions • Financial flexibility • Market conditions • Prices