Corporate Actions - A Concise Guide

Corporate Actions - A Concise Guide
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Описание книги

Corporate actions are normally considered as incidental to the business of investing and marketing investments, but in fact they are highly relevant. The aim of this concise guide is to define what corporate actions are, list and describe the main corporate actions and show how individual corporate actions are applied to investors' holdings of securities. This will give an overview of the way in which the corporate actions processing function works both in the UK and other important global markets.
The guide is designed to be an introduction to corporate actions for investment industry practitioners in general. Those starting out in corporate actions processing will find it a helpful outline, but it is also designed to be useful for all who encounter corporate actions tangentially in disciplines such as fund management or financial advice provision. Different industry participants have differing interests in corporate actions, and for the sake of consistency the guide is (mainly) written from the point of view of the beneficial owners of securities.
The first section of the book deals exclusively with equity corporate actions, providing the definitions of a corporate action and the legal framework(s) underpinning corporate actions, followed by a look at the most significant actions one by one, and then a detailed examination of the staging of some of these. The corporate actions of debt securities are given separate treatment later in the book.
Next the focus moves from the corporate actions themselves to the industry that has grown up to process them, covering respectively the corporate actions industry, its efficiency and its progress (recent and future).
After that the author takes a look at the impact of successive corporate actions on one particular share and shareholdings in it. This is then followed by a look at the scope investors have for influencing such events through shareholder voting.
The final chapter looks at how corporate actions are treated in the context of stock indices, stock charts and a number of more complex investments.
Those who simply require a handy and straightforward introduction to specific corporate actions will find the quick guide to the content and the glossary of corporate actions terms especially useful.
This guide provides a snapshot of the current state of affairs in the corporate actions industry, alongside some of the forces for change that are at work. The aim has been to provide sufficient detail to give the reader a working model that is helpful in navigating the corporate actions universe.

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

Отрывок из книги

Francis Groves studied modern history at the London School of Economics and has many years of experience working for legal and financial publishers including, Reuters, the Financial Times and Butterworths. He has written on overseas property investment and created financial literacy training materials. The interaction of politics and finance is a particular interest for him.

Francis is also the author of Exchange Traded Funds: A Concise Guide to ETFs (Harriman House, 2011).

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4 FOR 15 RIGHTS ISSUE TO RAISE APPROXIMATELY £77.0 MILLION

The Board announces a 4 for 15 Rights Issue of 12,826,325 New Ordinary Shares to raise approximately £75.7 million, net of expenses. The Rights Issue has been fully underwritten by Old Mutual Securities.

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