Educational Module Shares

Transcription

1 Technical skills: to be able to explain an IPO and trading of shares IPO Luxus Automobile AG is a manufacturer of premium two-seater sports cars (roadsters). The AG has so far only been active in German-speaking countries. Worldwide there is huge demand for the roadsters, especially in emerging economies such as China and India. To meet the demand, Luxus Automobile AG would like to set up worldwide distribution for its roadster. To this end Luxus Automobile AG is planning to approach the stock market. Are Luxus Automobile AG s objectives be achieved through an IPO? Through an IPO the manufacturer gets new co-owners (shareholders) who pay the issue price of the shares. With the financial means it obtains from the IPO, the company can now build up an international distribution network. The new shareholders are interested in acquiring a stake in Luxus Automobile AG, since its international network will lead to an increase in sales and should in the long run lead to a rise in profits. 1.2 Trading of shares Six months after the IPO: The shares of Luxus Automobile AG were placed at 20 Euros; they are currently priced at 24 Euros per share. The expansion of the global distribution network is proceeding smoothly. Consequently sales of the roadster have increased by more than 20 % since the IPO. The shares have been listed on the stock exchange since the IPO. List the benefits of stock market trading for shareholders as well as for investors who are not yet stakeholders in Luxus Automobile AG. The shareholders of Luxus Automobile AG can sell their shares at any time on the stock market. Given the company s favourable financial prospects at present, selling is not recommended at this time. The shareholder may, however, be forced to sell his shares for personal reasons (such as a private investment, like buying a house). He will be able to sell his shares quickly and without difficulty on the stock exchange.

2 2. Technical skills: to be able to explain the organs of a public limited company 2.1 Explain the main tasks of the organs of a company The annual general meeting s tasks: Refer to the information sheet on shares. The supervisory board s tasks: Refer to the information sheet on shares. The board of management s tasks: Refer to the information sheet on shares.

3 3. Technical skills: to be able to distinguish between ordinary shares and preferred shares from different points of view Put yourself in the position of various interest groups: which category of shares is preferable? Prior to the IPO there were extensive discussions within Luxus Automobile AG about whether to issue ordinary or preferred shares. Existing shareholders: The existing shareholders are anxious to maintain their controlling influence over Luxus Automobile AG. Consequently they generally prefer the issue of non-voting preferred shares. New shareholders who acquired shares at the time of the IPO: New shareholders would prefer ordinary shares, as they also wish to influence important decisions at the annual general meeting. However, it can be assumed that many private investors would give up their voting rights in return for a higher dividend. Supervisory board and the board of management (assume that they are not existing shareholders): The supervisory board and the board of management are interested in raising as much capital as possible through the IPO in order to build up the company s international distribution network. Issuing ordinary shares allows them to set prices higher, as institutional investors (e. g. banks, funds, insurances) are usually willing to pay a higher price for ordinary shares in exchange for voting rights.

4 The organs of Luxus Automobile AG decide to issue ordinary shares in order to achieve the highest offer price. Another reason for issuing ordinary shares stock is the fact that foreign investors are unfamiliar with preferred shares. Luxus Automobile AG wants to target international investors with its IPO. 4. Technical skills: to be able to explain the payment of a dividend and to calculate its value The automotive group has sold 6,500 cars in the past year at an average price of 45,000 Euros. For every car it sells, material costs amount to 25,000 Euros, while personnel costs for wages and salaries amount to a further 17,000 Euros. 4.1 Calculate the company s net income. Revenue from cars sold 292,500,000 Euros (6,500 * 45,000) Material costs 162,500,000 Euros (6,500 * 25,000) Personnel costs (wages and salaries) 110,500,000 Euros (6,500 * 17,000) Net income 19,500,000 Euros 4.2 Once net income has been determined, the company is obliged to retain part of the earnings. Retained earnings amounted to 2,000,000 Euros. Determine the corporation s net earnings12 on the basis of net income and the adjustment to retained earnings. Net income 19,500,000 Euros Adjustment to retained earnings 2,000,000 Euros Retained earnings 17,500,000 Euros 12 Cf. 275 HGB for detailed calculation of net earnings/net loss.

5 First annual general meeting after the IPO: One of the items on the agenda is: Use of net income The supervisory board and the board of management propose using Luxus Automobile AG s net income for the financial year 2010 (17.5 million Euros) as follows: Payment of a dividend of X Euros on each share. 4.3 Calculate the dividend payment per share. Luxus Automobile AG s share capital is divided into 10,000,000 shares. The annual general meeting accepted the dividend proposal. 17,500,000 Euros net earnings / 10,000,000 issued shares = 1.75 Euros dividend per share. Variation: Luxus Automobile AG wants to invest in the development of electric engines in order to make a contribution to reducing CO2 emissions and to open up new markets in the future. Developing electric engines requires a lot of money. The supervisory board and the board of management want to pay out only half the net income as a dividend to the shareholders. The other half is to be set aside as special reserves, which will provide liquidity for future investments. The annual general meeting agrees to the proposal of the supervisory board and the board of management. 4.4 Calculate the amount to be transferred to special reserves. 17,500,000 Euros / 2 = 8,750,000 Euros 4.5 Calculate the current dividend per share. 17,500,000 Euros / 2 = 8,750,000 Euros / 10,000,000 = 0,875 Euros

6 4.6 s a shareholder would you forgo a dividend or at least part of the dividend, if it meant A a significant improvement in the company s future? The board of management, the supervisory board and the annual general meeting should pursue long-term financial success. From the shareholders point of view, it may well make sense to forgo a dividend either in whole or in part for a year, since shareholders could eventually profit from successful investments in later years in the form of increased dividends. 5. Technical skills: to be able to explain subscription rights and to evaluate their exclusion At the last annual general meeting, the executive approved the following clause: Creation of new authorised capital (capital increase): The board of management is authorised, with the consent of the supervisory board, to disregard the subscription rights of the shareholders. This authorisation is valid only on condition that the new shares to be issued do not exceed 10 % of the share capital, whether at the time they are issued or at the time of exercising this authorisation. Additional information: Luxus Automobile AG s share capital is 10,000,000 Euros. The supervisory board and the board of management want to increase the capital by 1,000,000 Euros, while suspending subscription rights. Can they legally take this step? Give reasons. The suspension of subscription rights is valid, as the capital increase does not exceed 10 % of the original capital. Suspending subscription rights allows the supervisory board and the board of management to acquire new shareholders, for getting new equity. Since subscription rights have been suspended, the subscription period (14 days) for new shares is also inapplicable.

7 6. Technical skills: to be able to evaluate the effects of administration rights Evaluate the following statements as true or false and justify your answer. Preferred shareholders without voting rights may not attend the annual general meeting. Preferred shareholders may attend the meeting, but they have no voting rights. There is a separate meeting for preferred shareholders. To be able to exercise their voting rights, shareholders must be present in person at the annual general meeting. False, the shareholder may appoint a legal representative such as a bank, a shareholders association, another shareholder or someone he trusts to exercise his voting right. The supervisory board is elected solely by the annual general meeting. The supervisory board is not appointed solely by the shareholders at the annual general meeting. The workers also nominate representatives from among their ranks to the supervisory board. Supervisory board members nominated by the workers are elected separately, outside the annual general meeting.