ISS is one of the leading corporate governance solutions to the global financial community. Their home page claims that they want to “enable the financial community to manage the governance risk for the benefit of shareholders”. As part its governance approach ISS is currently conducting a review of its voting policies and have launched a public consultation available on their website (
http://aox.ag/qI6t2v).
We have been engaging with ISS with regard to their voting policy in respect to shareholders approval of capital transaction excluding subscription rights. From that perspective we do strongly support Cohen & Steers view (for more information see our post “the good, the bad and the ugly,
http://aox.ag/pcYyHI)
As a result of Cohen and Steers paper on the subject, ISS did take on board the subscription right issue; however, the way it is considered in the ISS document does raise eyebrows on the extent to which they have understood the topic.
On page 20 (question 33) of ISS questionnaire, the question is the following: What is an acceptable level of dilution for an issuance of equity without preemptive rights (for General Corporate Purposes)? (5%, 10%, 20%...).
Considering the little room for answer I thought it would be helpful to illustrate the way we are looking at the issue, and try to contribute to the debate.
I believe there are two perspectives that management has to take when looking at dilution concerns: The company perspective and the shareholder perspective. Let’s start with the easy one, the company view.
1 . Right. What right? (Please keep on reading before shouting at me)
The two important dilution factors that we do consider as management are, the NAV per share dilution/accretion, and the earnings per share dilution/accretion. None of these factors is influenced by the existence or not of preemption rights. The NAV/earning per share dilution or accretion is driven by the number of shares you issue as well as the price at which you issue them. Providing shareholders with rights or not is (on the face of it) irrelevant from the company view. What we will always try to do, is to issue the minimum numbers of new shares for the maximum possible proceeds. If we did not have to look at shareholders interest on top of the company interest, there is no argument that would make us consider preemptive rights. End of the story for the company side of life.
2- Don’t fight the market
If we will ever be in position to make a case for the preemptive rights it needs to be from the shareholder perspective.
In order to better understand why right could matter to shareholders let’s take a small example (I know this is not very academic, but I am not a teacher). Let assume a company that have one share, which market value of EUR 10. This company decides to double its share capital (so to issue another share) at a price of EUR 7.
The table below illustrates what would happen in the case of the existence of preemptive rights:
Table 1: Capital increase with subscription right.
As you can see, at the end of the transaction, the shareholder wealth have not changed (it is still equal to 10), and therefore he is deemed protected by the right. The new shareholders have paid EUR 8,5 for a share which is worth EUR 8,5. So far so good. Well not really. This reasoning is fundamentally flawed, and here is why.
Let’s take a look at the company perspective again. The management wants to issue the minimum numbers of shares (in this case one), AND maximize the proceeds. In the example above, there is someone who is ready to pay EUR 8,5 for the share, so there is no reason why the company would issue at a price below EUR 8,5.
Take this a step further. Someone is willing to pay EUR 8,5 for the new share, and the company wants to capture all the proceeds. Let’s see what happens to the wealth of the new and existing shareholder in this case (no subscription right is offered):
Table 2: Capital increase without subscription right.
The result is very bad for the old shareholder, which have lost EUR 0,75 of value in the process compared to the right issue. So it is true after all that rights do protect shareholders… Well again flawed reasoning.
If you look closely to the situation of the new shareholder, he actually got himself a EUR 0,75 free lunch in the transaction (on the back of the old shareholders). Shouldn’t we assume that someone out there is going to be willing to pay EUR 8,75 for the share and make only EUR 0,5 free lunch. And even then isn’t someone going to pay EUR 9 for the share and make only EUR 0,25 free lunch You can run the iteration, but eventually you are going to end up finding someone willing to pay EUR 10 for the shares. And if there is someone willing to pay EUR 10 for the share, then this is exactly the price at which the company is going to issue the shares. At EUR 10, the existing shareholders rights are worthless.
3- You would not do that would you?
Let’s consider the following transaction now. The same company decide to do the following: (i) pay a dividend of EUR 1,5 and then (ii) issue a new share at market (EUR 8,5 which is EUR 10 less the dividend). Here what the previous tables would look like:
Table 3: Dividend payment followed by capital increase
You will notice that the table 3 looks exactly the same than the table 1 above. It illustrates that the subscription right has the exact same effect then paying a dividend. It is basically a transfer of resource (and not wealth) between the company and its current shareholders. I am assuming that a lot of you would find it very odd to pay a dividend just before you raise new money (I know we just did that but we have no other choice as we are a REIT forced to pay by law). Well really offering a subscription right is economically the exact same think. If one does not make too much sense, why would the other do?
What I have tried to illustrate above is that in essence subscription rights do not provide shareholders with any kind of protection and do make a lot of sense PROVIDED that the shares at issued at their market price. This is usually the case when you offer the shares in an accelerated placement on the market in a book building process. Although in these processes the price achieved is usually lower than the screen price (the “infamous” discount) during the book building period the screen price is not very relevant. Considering the relative volumes of the market vs. the transaction, the screen does not drive the book. It is rather the book that drives the screen.
4- A solution that needs a problem
In all fairness to the subscription right, there is one instance where it is actually a very valuable feature to protect shareholders. This is usually when a capital increase is done at a given fix price (usually underwritten by a bank). This feature is usually used by issuers who are looking for a “certainty of funding” but cannot price the issue immediately. As much as issuer try to guess what the right price is (remember it wants to maximize proceeds) there is an almost certainty that the issue price is mispriced. Not the least because the bank underwriting the process is taking a “security margin” to avoid being stuck with the shares (another name of theses transaction is “deep discounted”). Being able to sell, or exercise its subscription rights does allow the shareholders to avoid offering a free lunch to a new subscriber. The obvious question that comes to mind is why would the issuer use such a process and not issue share overnight? Why does it take the risk to announce price weeks in advance, knowing that it is sub-optimizing its transaction? Any guess? Funnily enough the main reason why issuers do this is because of the subscription rights themselves. You need to give times to your shareholders to decide if they want to exercise them or not… In other words, if you do not have preemptive subscriptions rights, you will not need them either.
I am sure that I will have a number of strong discussions with some of alstria’s shareholders following this post. Although it has been drafted overnight, it is the result of long and intense discussions at alstria. Ever since we are public, we have tried to understand the preemptive right concept. So far we were unable to find any instance were the preemptive rights added value. We have in fact refused to use the deep discounted process while advisors where arguing that “it does not matter for your shareholders as they can use their rights”. It may be that we are biased. Considering the sensitivity and importance of the subject, I am this time more than for any of our other blog post, happy to open the floor to public or private comments.
Olivier
