Оглавление
Francis Groves. Corporate Actions - A Concise Guide
Publishing Details
About the Author
Preface. What the book covers
Who the book is for
How the book is structured
Introduction
Endnotes
Quick Guide to Locating Information on Specific Corporate Actions
1. Defining Corporate Actions
Further definitions
How are corporate actions decided?
Who writes the rules?
Shaftesbury PLC, an AGM in practice
How big is the corporate action universe?
Endnotes
2. The Main Corporate Actions. A teeming universe of corporate actions
Dividends
Some historical background on dividends
Dividend yields
Dividend cover
Dividends – how they work in practice
Friday 14th March 2008
Scrip dividends (paper instead of cash)
Scrip dividends in practice
Re-invested dividends
Scrip issues
Scrip (bonus) issues in practice
Return of capital
Share buyback – a non-event
Consolidation
Rights Issues
Rights; tricky terminology
Takeover bids
‘Triggers’ along the way to a takeover
Poison pills
Reverse Takeovers
Agreed takeovers
De-mergers
Severn Trent/Biffa, an example of how the sums worked out
Endnotes
3. The Corporate Actions Process
Steps on the way to a takeover
Spotting corporate actions data in the London Share Service
Endnotes from table
Endnotes from table
Endnotes
4. The Corporate Actions Industry. What sort of animal are we talking about?
Breaking down the complexity
Fig. 1 Model of the Main Participants in the Corporate Actions Process (United Kingdom)
Key
The Issuer
The Share Registrar
Lead Manager – Investment Bank Financial Advisory Function
Central Securities Depository
(International) Central Securities Depositories, Historical Background
Custodian (& Custodian’s Nominees)
Refinements in custody
The Investor
Broker
What happens when a corporate action occurs?
Can it all be done under one umbrella?
Fig. 2 Fingers in pies: A European bank
The Legal Framework
Endnotes
5. How Well is the Corporate Actions System Working?
Costing corporate actions
Where do the costs arise?
Corporate Actions Data Sources
The cost of corporate action mistakes
Missing the boat…an example of losses arising in a takeover situation
Issuers
Central Securities Depositories
Custodians
Fund Managers
In the end, who pays the cost of mistakes?
In summary
Endnotes
6. Corporate Actions; Technology and the Future. How thoroughgoing does change need to be?
A starting point
SWIFT (ISO 15022) messages for a typical cash dividend
and for a rights offer
Problems along the way
Let there be standards
From an American perspective
Taking standards (and e-standards) a stage further
Corporate action systems
Corporate actions solutions vendors: the market place
Progress towards automation to date
Measuring progress
The limits of standardisation
Endnotes
7. Corporate Actions Wreaking Change on Shares. How a shareholding can change even if you do not lift a finger
Reverse takeovers
Knowledge is power, sometimes
An information strategy
Information available from an issuer’s ’investor relations’ website
Stock exchange announcements (the Regulatory News Service)
For users of advisory or discretionary broking services
Information sources for industry professionals
Endnotes
8. Shareholder Voting
The shareholder with no teeth
How things have developed
‘Scourge’ shareholders
Proxy Voting Agencies
Shaping up
The retail investor
A few fine distinctions in voting terminology
Shareholder opinion in the new digital world
Endnotes
9. Corporate Actions and Taxation
Stamp Taxes
Withholding Tax
Capital Gains Tax (CGT)
Valuing nil-paid rights
Paid-up rights
Takeovers
Loan note facilities
Spin-offs/de-mergers
Return of capital
ISAs & corporate actions
The tax effects of corporate actions for holders of investment funds
Endnotes
10. Corporate Actions in Other Jurisdictions. Recap: national variations already discussed
Japanese dividends
Dividends from emerging markets
Depository receipts
Restrictions on share ownership
Variations in rules for general meetings
Beneficial owners of shares
Over-voting problems on Wall Street
Bearer certificates
Bearer share certificates – use and misuse
Harmonisation of corporate actions in the European Union
Sharia-compliant assets and corporate actions
The current situation in China
Endnotes
11. Corporate Actions for Debt Securities. Debt corporate actions, the most numerous in the corporate actions universe
The legal framework
The fundamental difference with equity corporate actions
Interest and redemption – the main events of debt instruments
Redemption by ‘drawing’
Interest payments
Corporate actions and debt security liquidity
Variable coupon bonds and floating rate notes
Conversions & Warrants
Convertibles to the rescue!
Investor actions can be corporate actions, too
Most complex of all
Equity and debt – make the connection
Endnotes
12. Corporate Action Effects Across the Investing Spectrum
Stock exchange indices
Index calculations and divisors
Corporate actions in stock charts
Corporation actions and options, futures, contracts for difference and exchange traded funds
Corporate actions for asset backed securities
Securities lending and corporate actions
Corporate actions and investment strategies
And other stakeholders
All above board
Endnotes
13. Conclusion
Endnotes
Glossary. acceleration covenant
accrued interest
advance warning plan
agent bank
alarm bell report
asset backed securities
beneficial owner
bond indenture
bonus issue
bonus share plan
broker votes
bullet
busted convertible
callable bonds
call (or pre-payment) provisions
call protection
capital gains distribution
capitalisation issue
capped FRN
class test provisions
clearing
collateral trust certificate
common stock
(share) consolidation
conversion
convertible loan stock
corporate actions liability notices
corporate bond
corporate nominee
cost base / cost basis
coupon
covered bond
covered warrant
CREST
cumulative voting
custodian nominee
data scrubbing
de-materialised
Depository Trust Company
dilution
dilution protection
dirty price
discretionary portfolio
divisor
drawing
DRIPs
drop-lock FRN
entitlement offer
event interpretation grid
events of default
excess application
excessive dividend
exchange offer
exempt distribution
extendable bond
fixed interest securities
floating rate note
fully-paid rights
gearing ratio covenant
global custodian
golden record
guaranteed bond
hybrid securities
immobilised
impairment charge
institutional loan stock
ISO 15022
issuer
LDR
lead manager
letter of transmittal
loan note
margin ratchet
master servicer
mezzanine finance
mini-max FRN
mix and match election
mortgage backed securities (MBS)
municipal bond
naked warrant
near miss
negative pledge
nil-paid rights
omnibus nominee
open offer
pari passu
partial redemption
partly paid
pay if you can (PIYC)
paying agent
payment in kind (PIK)
performance ratchet
pre-emption right
preference shares
proportional takeover bid
provisional allotment letters
puttable bonds
re-chaining
redemption
Regulatory News Service (RNS)
relative dividend yield
reset date
residual assets
retail investor
return of capital
reverse takeover
scheme of arrangement
scrip dividend reference price
secondary market
securities exchange offer (see exchange offer) sell out (rights)
senior debt
separate register
servicer
settlement
share blocking
share buyback
share placing
share register
share split
short slate
SMPG
solicitation of shareholders’ consent
special dividend
special purpose vehicle (SPV)
specials
specific designation
squeeze out
statutory consolidation
step-up bonds
stock dividend
stock situation notice
STP
structured securities
sub-custodian
subscription rights
succession event
SWIFT
total return
transter agent
transfer secretary
treasury shares
TTE
uncertificated shares
unconditional offer
warrant
Appendices. List of Central Securities Depositories
Capital Gains Tax Example – Biffa/Severn Trent
Help from HM Revenue & Customs
Non-rights Issues of Shares
1. Cash Placing
2. Vendor Placing
3. Cashbox Placing
4. Open Offers
5. Directors’ Authority to Allot Shares
Suggested Reading. Chapter 1 - Defining Corporate Actions
Chapter 2 – The Main Corporate Actions ‘Share Prices And Trading Activity Over The Corporate Action Processing Cycle’ Chapter 4 – The Corporate Actions Industry
Chapter 5 – How Well is The Corporate Actions System Working?
Chapter 8 – Shareholder Voting
Chapter 10 – Corporate Actions in Different Jurisdictions
Chapter 12 – Corporate Action Effects Across the Investing Spectrum
Endnotes