How corporates are financed Flashcards

Includes tax 25% (94 cards)

1
Q

Company Ownership (pyramid of number of partners)

A

Pyramid (least partners at the top)

Sole Trader
Partnership
Limited Liability Partnership
Limited Company

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2
Q

Sole Trader (Finance, Legal Identity, Liability, Documentation, Disclosure, Tax)

A

e.g. window washer

Finance: own funds
Legal Identity: not separate
Liability: unlimited
Documentation: none
Disclosure: report earnings to HMRC
Tax: owners pay income tax

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3
Q

Partnership (Finance, Legal Identity, Liability, Documentation, Disclosure, Tax)

A

Finance: partners
Legal Identity: not separate
Liability: unlimited
Documentation: none (may have a partnership agreement)
Disclosure: accounts provided to HMRC
Tax: partners pay income tax

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4
Q

LLP (Finance, Legal Identity, Liability, Documentation, Disclosure, Tax)

A

Finance: partners
Legal Identity: separate
Liability: limited
Documentation: partnership agreement, also registered at Companies House
Disclosure: accounts provided to HMRC
Tax: partners pay income tax

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5
Q

Limited Company (Finance, Legal Identity, Liability, Documentation, Disclosure, Tax)

A

AKA corporate

Finance: shareholders
Legal Identity: separate
Liability: limited
Documentation: registered at Companies House
Disclosure: accounts provided to HMRC
Tax: corporation tax

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6
Q

Limited companies - process

A

Legal identity separate from owners
Owned by shareholders, who appoint directors
Shareholder liability is limited to full paid value of shares

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7
Q

Limited Company - private vs public

A

Public:
- Name needs ‘PLC’ or ‘public limited company’
- Documentation says ‘public’
- Issued share capital of at least £50,000
A company that wants to have a full Stock Exchange listing must be a PLC

Private:
- Name needs ‘Ltd’ or ‘limited’
- Not allowed to offer shares to public

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8
Q

Question:
Why is actuarial investment work mostly centred on PLCs?

A
  • Big
  • Limited liability
  • Public so available to buy into
  • Lots of information on it (transparent)
  • Can raise capital
  • Reporting requirements
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9
Q

Limited companies: pros

A

(+) Limited liability
(+) Easier to raise capital
(+) Separate legal entity
(+) Increased credibility
(+) New investors become shareholders
(+) Partners become directors and act as shareholders

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10
Q

Limited companies: cons

A

(-) Legislative compliance (many rules)
(-) Time consuming to prepare accounts
(-) Ownership is divorced from control
(-) Two types of tax (directors pay income tax on salaries, company pays corporation tax on profits)
(-) Unlikely to receive money on liquidation
(-) Information asymmetries (people know different things)

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11
Q

Company finance - terms

A

Short term - Less than 2 years
Medium term - Between 2 and 5 years
Long term - More than 5 years

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12
Q

Long term Finance - Capital Markets split

A

Capital markets:
- Equity
- Loan capital (debt)

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13
Q

Long term Finance - Capital Markets - Equity

A

Split into three:
- Ordinary shares
- Preference shares
- Reserves

DEF: Shares which represent ownership

  • Share in residual profits (basically part owner)
  • Dividends paid
  • Could retain profits (flexibility)
  • Riskier than bonds - uncertain profits and dividends
  • Ability to raise funds

NOT DONE NEED TO WATCH LECTURE VIDEO AND SLIDE 14, and 28/01/2025

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14
Q

Equities: Ordinary shares

A
  • Most common type of share capital (is how many companies are financed)
  • Lowest ranking form of finance (priority is last; paid after all other creditors)
  • Owners have rights to the share of residual profits (and possibly residual capital value)
  • Owners have voting rights
  • Variable dividends (paid out of company profits)
  • Generally irredeemable
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15
Q

Equities: Preference shares

A
  • Less common than ordinary shares (not as important)
  • Has a preference on dividends, gets restricted power (cannot vote)
  • Paid after all other creditors but before ordinary shareholders
  • Only get voting rights when dividends are not paid or terms vary
  • Pay a fixed dividend
  • Cumulative and irredeemable

Many variations

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16
Q

Preference Shares - Variations

A
  • Non-cumulative or cumulative (cumulative: if fixed dividend isn’t paid, it accumulates/will carry forward the payment of dividends to a future year)
  • Normally non-participating but can be participating (participating: once dividends are paid/exceed a certain amount, you get a share of the residual profits)
  • Normally fixed rate of dividends but can be variable
  • Normally non-convertible but can be convertible (convertible: can be converted into ordinary shares)
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17
Q

Equity Markets - Share capitals (two types) LISTEN TO LECTURE NOTES

A

Authorised Share Capital - maximum amount director can issue without shareholder approval (nominal value)

Issued Share Capital - number and value of shares that are actually in issue (nominal value)

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18
Q

Long term Finance - Capital Markets - Loan Capital (debt)

A

Split into three
- Non-traded (bank loans)
- Traded (bonds, debentures)
- Others (unsecured loans, convertibles)

DEF:
- agreed interest and eventual return of capital
- corporate of government issues
- less risky than equity, but higher initial annual cost
- much greater restriction on what has to be paid out

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19
Q

Equity markets vs. Loan Capital
Equity

A

What are holders called? - Owners
Are there voting rights? - Offered
Payments? - Dividends (distribute profits)
Frequency of payments? - Not guaranteed
Repayment? - irredeemable

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20
Q

Equity markets vs. Loan Capital
Loan Capital

A

What are holders called? - Creditors
Are there voting rights? - Not offered
Payments? - Interest payments (to Company)
Frequency of payments? - Twice a year
Repayment? - Redeemable at par (at face value)

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21
Q

Bonds

A

Fixed income securities

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22
Q

Debentures

A

Debt instrument not secured by collateral

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23
Q

Loan Capital - Types

A

Traded (bonds, debentures):
- Bonds can be secured (supported by an asset/collateral) or unsecured (not backed)
- Debentures are sometimes secured
- Bought and sold in secondary capital markets

Non-traded (bank loans):
- Can be secured or unsecured
- Cannot be traded in secondary capital markets

Others (unsecured loans, convertibles):
- No specific security for unsecured loan stock
- Convertibles allow holder to convert into ordinary shares
- Convertibles can be traded or non traded

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24
Q

Medium Term Finance - Types

A
  • Bank Loans
  • Leasing
  • Credit
  • Medium term corporate bond
  • Government subsidy/grant
  • Gift/personal funds
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25
Medium Term Finance - Credit Sale
A good has been sold, but there is an agreement that the payment will be made through regular instalments over a set period of time Legal ownership is given to buyer at outset
26
Medium Term Finance - Leasing
The right to use the asset is given in return for a series of regular payments, BUT legal ownership does not change - Operating lease: time period is less than the life of the asset - Finance lease: time period is similar to the life of the asset (leasee is responsible for upkeep)
27
Medium Term Finance - Bank Loan
Major source of funding, which is secured on borrower's assets (collateral) Interest rates are variable and tied to a bank's rate
28
Short Term Finance - Types
- Overdraft - Credit from suppliers - Factoring - Bills of exchange - Commercial Paper
29
Short Term Finance - Bank Overdraft
Agreed maximum limit that a borrower can draw money up to Interest is payable Can be called in at any time
30
Short Term Finance - Trade Credit
Agreement between supplier and company to pay for the goods AFTER they are supplied
31
Short Term Finance - Factoring
Third party (AKA factor) that a supplier sells to Used by those with large outstanding credit sales
32
Short Term Finance - Bills of Exchange
Written agreement to pay a sum of money, specified date, uses an intermediary Bills can be sold to raise money
33
Short Term Finance - Commercial Paper
Issued at a discount, redeemed at face value Used by large companies that have high credit ratings Minimum denomination of £500,000
34
Regular banking system
Borrow from short-term depositors and lend to long-term borrowers Short-term liabilities can mature into long-term assets
35
Alternate sources of finance
- Shadow banking (different to regular banking system) - Project financing - Crowdfunding - Microfinance
36
Alternate sources of finance - Shadow banking
Non bank financial institutions that are outside the regulatory system (but do the normal bank things) Borrow short-term funds in the money market, lend/invest long-term No deposits or reserving requirements, and cannot borrow from central banks so are exposed in an emergency
37
Alternate sources of finance - Project Financing
Large infrastructure projects High risk (therefore high returns), long term, can be costly to arrange (large capital needed) Process: - Form a SPV (Special Purpose Vehicle) - Contingent on lenders being repaid when revenue arises - Off balance-sheet financing (shareholders do not see shareholders)
38
SPV
Special Purpose Vehicle A new legal entity that means shareholders are equity investors Has a varying level of government involvement
39
Alternate sources of finance- Crowdfunding (like a charity)
Many contributions to a project (donations, investments, pre-payment/rewards, peer-to-peer lending/loans) Social media/websites Contribution flexibility UK activity is regulated by the FCA
40
Alternate sources of finance - Microfinance
Small loans with no interest Usually faster and easier to secure than a traditional loan Generous repayment periods Used by charities
41
Taxation - Purpose
- A source of government revenue - Redistributes wealth - Develops the economy - Maintains economic stability - Provides public goods/services
42
Where do taxes go?
- Welfare - Health - State pensions - Education - Defence - Transport - Safety and public order - Business and industry - National debt interest
43
Personal Taxation - Types
- Income tax - Capital Gains - Inheritance - VAT Tax avoidance is legal Tax evasion is illegal
44
Personal Taxation - Income Tax
Rates rise as income rises Based on taxing those who can pay Based on taxable income: Income earned (wages, profit) + benefits in kind - tax free income (ISA income, gambling) - tax free expenditure (pensions contributions, charities) - personal expenses
45
Personal Taxation - Capital Gains Tax
Arises when an asset is sold with a gain CGT is based on the increase in value, not the proceeds of the sale Do not have to pay capital gains tax on the main private residence
46
Personal Taxation - Inheritance Tax
Arises when transferring wealth from a deceased person to a living one Allowances exist to protect main homes
47
Personal Taxation - VAT
Percentage charge added to the standard price of goods and services Regressive - tax rate decreases as the amount subject to taxation increases
48
Corporation Taxation
Tax on a company's profits Applies to companies registered in the UK and this with central management in the UK Rates are set in the annual budget Taxable profits - 'profit on ordinary activities before tax', includes income (minus allowable expenses) and capital gains Submitted to HMRC with a corporate tax return and a copy of accounts As corporates are owned by shareholders, shareholders are taxed twice Chargeable gain (what corporation tax is payable on) = Sale Price - Purchase Price
49
Allowable expenses
Costs essential and directly related to running a business
50
Corporation Taxation - Income statement
Sales Revenue - Expenses = Operating Profit Operating Profit + Non-Trading income (interest, dividends) = Profit before tax and interest Profit before tax and interest - Interest paid = Profit before tax This is the profit showing in a company's accounts
51
Corporate Taxation - Profit subject to taxation
Published Profit before tax + Business expenses/expenditure not allowable (e.g. entertainment costs) + Depreciation charge - Capital allowances - Special relief (e.g. R&D costs) + Capital Gains = Amount liable to Corporation Tax
52
Depreciation charge
An amount (fixed percentage) that shows the decline in the value of an asset over time
53
Tax Residency
Each country has its own taxation regime Residency of a company is where it is controlled (therefore businesses can be based 'offshore' for more favourable tax arrangements
54
Double Taxation Relief
It is possible that foreign income/gains can be taxed locally too (double taxation) Is also possible if a tax payer lives in one country but works in another Double Taxation Relief: Local tax is not double, but is the difference (can offset tax paid overseas against domestic) BUT no refund if you pay more than you would have
55
Financial Instruments - Types
LEARN GRAPH (0211 slide 34)
56
Financial Instruments
Can be tradeable or non-tradeable May be stock exchange listed
57
Reasons for obtaining a Stock Exchange listing
- Raise extra capital - Easier for future issues of capital - Exit route for existing shareholders - Shares are more valued and marketable
58
How to obtain Stock Exchange listing
Needs to fulfil minimum requirements, as well as a high cost (10% of flotation value) Needs a Sponsor (does the actual listing, chooses price, marketing, underwriting) Methods: - Offer for Sale - Offer for Sale by Tender - Offer for Subscription - Placing - An 'Introduction'
59
Flotation meaning
Refers to a company selling its shares to the public for the first time First issue of shares is a Stock Market Flotation
60
Offer for Sale
Most common method of obtaining a listing Sponsor offers a specific number of sales at a fixed price to the general public (predetermined). People apply and company sells and underwrites and advises
61
Offer for Sale by Tender
Tender means bid Similar to offer for sale - but not fixed price Issuing price tells public to submit a tender (states the number of shares they wish to buy and the price they are willing to pay) Strike price (the fixed price) is determined after offer closes Applicants above get their price, below get rejected Also underwritten
62
Offer for Subscription
Similar to offer for sale Can be fixed price or by tender Not underwritten (offers can be withdrawn if the shares do not raise a certain level of income) Risky - no guarantee
63
Placing
Simpler, cheaper, quicker Sponsor has loads of investor options and asked individually OR Issuing house buys the shares and offers securities to its own clients No public applications (not accepted) Minimises costs (less marketing), speeds up cashflow
64
An 'Introduction'
Less common (most people want to raise capital) Does not involve the sale of any shares (no raising of capital) Existing shares are used to obtain a Stock Exchange listing 'Intro' because the company is introduced to capital markets, so chances to increase tradability
65
Rights Issue
Go to existing shareholders and give them the right to buy more shares Raises capital Fixed price (usually discount to the current value) Can either buy additional shares or sell the 'right' of buying more (given three or more weeks to accept or sell) Timetable: Company approaches advisers Company issues the rights Shareholders sent allotment letters A successful rights issue - Creates new shares - Creates extra funds - Increases company value - Reduces share price
66
Rights Issue - What are the equations?
Market Capitalisation (MC) Share Price (before rights issue) Share Price (after rights issue) Extra Value
67
Market Capitalisation equation
MC = share price (P) x number of shares
68
Share price (before rights issue) equation
P = MC / number of shares
69
Share Price (after rights issue) equation
P = (MC + extra value) / new number of shares
70
Extra Value Equation
New money - expenses +/- change in market's perception
71
Reasons a shareholder might not participate in a rights issue
- Not convinced of future success of projects/long term prospects - Cannot afford it
72
Scrip Issue
Companies give free shares (e.g. a bonus) to all ordinary shareholders (free means no capital is raised) Impact: - New shares are created - No money is raised - Fundamental value of the company is unchanged - Price per share falls (more shares overall) - Total value of investor's holding stays the same Why do it? - Increased number of shares increases marketability/flexibility - Psychological ('getting something for nothing', future confidence) - May be needed as part of a listing requirement HOWEVER there are admin costs
73
Share Price after Scrip Issue - Equation
P x (previous number of shares) / (new number of shares)
74
Marketability meaning
The ability for an asset/commodity to be sold/marketed
75
Capital Structure
The mix of various forms of external funds (capital) used to finance a business Equity capital and Debt capital (and comparison) Links to Gearing Ratio
76
Gearing Ratio
A proportion of debt to equity capital Highly geared companies have high proportion of debt ^ Companies need a bit of debt (to fund growth etc.)
77
Dividend policy
Dividend - a shareholder's return, paid periodically, indicates a company's profitability Paid out of post tax profits Is better for non-tax paying shareholders Usually paid twice a year: - Interim dividend (halfway through a financial year, is smaller than final) - Final dividend (at the end of the financial year, after the prep of accounts) Two types: - Cum dividend (purchaser of the share IS entitled to the next dividend) - Ex-dividend (purchaser of the share is NOT entitled to the next dividend)
78
Dividend Policy - four different types/policies
- Regular Increase (likely when profits are increasing, but not necessarily the same proportion) - Fixed % of profits (offers stability and a regular return, and is easy to implement) - Nil dividends (prefer to receive salaries than dividends) - Special dividends (one-off large dividend payment, no commitment)
79
Dividend Policy - what needs to be taken into consideration when looking at which policy to use
Retained Earnings Level of gearing/capital structure Maximisation of shareholder wealth
80
Retained Earnings meaning
Profits not yet distributed to the shareholders The profits are usually used to finance projects, or for growth
81
Level of Gearing meaning
Highly geared companies (more loan capital than equity capital) = high proportion of debt = high interest payments = less scope to pay dividends BUT there are fewer shareholders, so higher dividend payment per share
82
Maximisation of shareholder wealth meaning
Wealth through dividend payments (income) and capital gains (selling shares) Dividend relevance: (investors prefer dividend certainty, dividends show profitability) Dividend irrelevance: (dividend payments have no significant role, wealth is determined by investments)
83
Alternative methods of distributing profits (other than dividends)
Share buy-backs: - Repurposing of shares (company buys them back) ^ purchasing on Stock Exchange, re-purchasing from individual shareholders - Increases value of remaining shares Scrip Dividends - Choice for additional ordinary shares, given to existing shareholders, possibly alongside or instead of money
84
Company valuations - Types
(How to decide on the value of a company) - Market Capitalisation (share price x number of shares) - Book Value (value of net assets/number of shares, reflects asset value) - Adjusted book value (reflects current fair market value) - Discounted Cashflow Valuation (calculate PV by discounting future cashflows, allows for company's profit earning capability) - Dividend valuation (income of shareholders, allows for company's predicted dividend payments)
85
Motives for Growth
Increased security: Larger businesses can - defend themselves - overcome barriers (to enter new markets) - are greater threats to rivals - have less uncertainty - obtain more business (seen as reliable) - expand product range - lower transaction costs Increased profitability: - benefit from economies of scale (lower costs, better credit, machinery) - Market share = power - Expand into new markets Increased motivation: - Environment of increased power = prestige = decreased employment risk for managers = improved morale = more ambitious/productive staff
86
How to grow a company Approaches
- Profits are needed - Long term finance - Expensive strategy - Short term growth costs (equipment, advertising, training) - Long term growth (higher revenue) Internal Approach: - Organic (expansion of own operations) External Approach: - Expansion with other firm(s)
87
Constraints of growth
- Money (raising finance, need shareholders on board) - Government policy (e.g. on mergers/monopolies) - Lack of management expertise (links to loss of control) - Share price fall (shareholders may sell if they lose confidence) - Time consuming
88
Internal Growth
Expansion of own operations Retain control Avoid alien practice and government intervention - Horizontal expansion: (increasing production of goods and services at the SAME STAGE of production) - Vertical expansion: (new operations at DIFFERENT stages of production) - Diversification (moving into different markets)
89
External Growth
Expansion with other firm(s) Easier and quicker growth Sharing assets, experience and the financial burden - Horizontal integration: (multiple firms at the SAME STAGE of production in same industry) - Vertical integration: (multiple firms at DIFFERENT stages of production in same industry) - Conglomerate integration (multiple firms in completely different industries)
90
Mergers
Two or more firms agree to COMBINE their businesses = a new legal entity Managers from each firm are employed in the new business (many people keep their jobs) Finance is not always needed
91
Acquisition
A takeover, when one firm buys shares in another and takes control Can be friendly or hostile Finance is needed (to purchase shares) Many people lose jobs
92
Mergers and Acquisitions - what factors to look at?
- Resources - Costs - Corporate strategy - Market - Security - Compatibility
93
Mergers and Acquisitions
A detailed financial assessment is needed (analysis of financial, capital and employee information) Then an assessment of the NPV
94
Highly geared
High debt, more risky