Chapter 15 Sources of Finance

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    CHAPTER 15

    SOURCES OF FINANCE

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    1. Selection of appropriate sources of finance

    Firms need funds to:

    - provide working capital short term

    - invest in non-current assets long term

    Retained earnings:

    - main source but- insufficient

    Firms need alternative source of finance

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    1. Selection of appropriate sources of finance

    Criteria for choosing between sources of finance

    Factor Issue to consider

    Cost Debt is usually cheaper

    Duration Long-term finance is more expensive butsecure

    Term structure of

    interest rates

    Relationship between interest and loan

    durationshort term debt is cheaper (not

    always)

    Gearing Debt is cheaper but increases risk of default

    Availability Not all sources of finance are available to all

    firms

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    2. The relation between risk and return

    Investment risk- variability or

    - uncertainty of returns

    Higher investment risk - higher return required

    Higher return required higher cost of capital

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    3. Short-term sources of finance

    Working capital is usually financed using short-term finance

    - Bank overdrafts;

    - Bank loans;

    - Better management of working capital;

    - Squeezing trade credit;- Operating lease (short-term)

    - lease period < useful life of the asset;

    - the lessor is responsible for maintenance and repairs

    - the lease can sometimes be cancelled at short notice- Its substance is associated with that of a short-term

    rental

    - Sale and lease-back

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    4. Long-term sources of finance - Equity

    Equity shareholders

    - the owners of the business;

    - exercise ultimate control through the voting rights

    Equity finance

    - the investment by the ordinary shareholders

    (ordinary sharescapital)- reserves

    Equityrelates to ordinary shares only.

    Preference shares (cumulative and non-cumulative)

    - not part of equity;

    - exhibit features of debt

    - may acquire voting rights when dividend is in arrears

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    5. Raising equity

    Three sources of equity capital

    - Internally generated funds- Retained earnings

    - easiest to have access to (quickly raised)

    - cheapest (free)

    - Rights issues- Offers to existing shareholders to subscribe to new shares at a

    discount

    - New external share issues- Placings share are placed or sold to institutional investors

    by way of a financial intermediary investment bank

    - Public offersan invitation to apply for shares based on

    information in a prospectus

    - Fixed price offer

    - Offer for sale by tender

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    6. Rights issues

    A rights issue

    - an offer to existing shareholders

    - to subscribe for new shares,

    - at a discount to the current market,

    - in proportion to their existing holdings.

    Advantages:

    - cheaper than public share issue

    - made at the discretion of the directors without consent

    from shareholders or Stock Exchange;

    - it rarely fails

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    6. Rights issues

    The value of a right

    Value of a right = TERP Issue (subscription) price

    Shareholders options:

    - Take up the rights by buying the specified proportion at

    the price offered;

    - Renounce his rights and sell them on the market

    - Renounce part of his rights and take up the remainder

    - Do nothing (let the rights expire)

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    6. Rights issues

    The value of a right

    Market price

    Issue price

    Ex-rights price

    (value afterwards)

    DiscountValue of the

    right

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    7. Choosing between sources of equity

    (1) Accessibility of the financeQuoted companies have access to all sources of equity finance

    Unquoted companies have access to rights issues or placings

    (2) The amount of finance

    Rights issues limited by the existing shareholders financing powerPlacings larger sums

    Public offers largest amounts

    (3) Costs of the issue procedureRetained earnings cheapest

    Placings and rights issues a bit more expensive

    Public offers most costly

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    7. Choosing between sources of equity

    (4) Pricing of the issuePricing problems exist with public offers and placings

    No pricing ploblems are with rights issues

    (5) ControlRetained earnings and rights issues do not dilute control

    Placings and Public offers dilute control

    (6) Dividend policy

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    7. Choosing between sources of equity

    - costs of issue and

    - ease of organization

    Induce the following preference order

    Retained earnings

    Rights issues

    New issues

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    8. Long-term finance- Debt

    A loan note

    a written acknowledgement of debt by a

    company, normally containing provisions as to

    -payment of interestand

    - the terms of repayment of principal

    Loan notes/corporate bonds/loan stock/debentures

    Used interchangeably

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    8. Long-term finance- Debt

    In UK or US,loan notes

    - Are tradedon stock markets;

    - Usually denominated in blocks of $100 nominalvalue;

    - May be secured or unsecured

    - May be

    - Redeemable (principal repaid at a future date)

    - Irredeemable (principal never repaid, interest paid in perpetuity)

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    9. Characteristics of loan notes and other long-term debt

    For the investor

    Low risk

    -Definite maturity

    -Priority in interest payments-Priority on liquidation

    -Fixed income

    For the company

    Cheap

    Predictable flows

    Does not dilute control

    Advantages of long-term debt

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    9. Characteristics of loan notes and other long-term debt

    For the investor

    -No voting rights

    -Voting rights only if interestnot paid

    For the company

    - Interest must be paid

    whatever the earnings- Inflexible

    -Increases risk of default

    at high levels of gearing

    - Must be repaid

    Disadvantages of long-term debt

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    9. Characteristics of loan notes and other long-term debt

    Hybrid debt instruments convertibles

    Convertibles give the holder the right to convert to other securities

    (usually ordinary shares) at either a:

    - predetermined price;

    - predetermined ratio(e.g. 1 loan note in 25 shares)

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    9. Characteristics of loan notes and other long-term debt

    Hybrid debt instruments loan notes with warrants

    Warrants give the holder the right to subscribe, at a fixed future

    date, for a certain number of ordinary shares at a predetermined

    price.

    If warrants are issued with loan notes, the loan notes are not

    converted into equity. Bondholders:

    - purchase shares for cash;

    - retain the loan notes until redemption.

    Used as sweeteners on debt issues:

    - interest rate on the loan is low;

    - right to buy equity set at an attractive price;

    - warrants can be resold after buying the loan notes

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    9. Characteristics of loan notes and other long-term debt

    Advantages of hybrid debt instruments

    Immediate finance at low cost- issued at below normal rates or with little to no security;

    Self-liquidation- upon conversion the problem of repayment disappears;

    Can provide cash-finance

    - by design, exercise of warrants involves cash-payments forshares

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    10. Long-term financeleasing

    Operating lease (short term)

    equivalent to renting an assetFinance lease (medium to long-term)

    equivalent to borrowing to purchase the asset.

    Finance leases- Finance leases exist for a period that covers most of the

    useful life of the asset;

    - Lessor does not retain risks and rewards of ownership.

    Lessee responsible for repairs and maintenance

    - Uncancellable the lessee has a liability for all payments

    - Economic substance purchase of asset by lessee

    financed by lessor.