此内容来自:

权利或仪式?

欧洲公司拥有权利问题作为修复困扰资产负债表和基金收购的好方法。然而,这笔交易有时对投资者几乎没有乐于助人。

    Bleeding kronor during the telecommunications meltdown, the Swedish phone maker L.M. Ericsson Telefonaktiebolaget called up what has become an increasingly commonplace strategy. In July 2002 it offered shareholders a chance to buy additional shares at a 70 percent discount. In a one-for-one share offering that diluted its shareholder equity by half, Ericsson raised $3.2 billion. The company was reeling, and it was far from clear that the shares were a bargain even at that price. But investors who answered the call and bought at the offering price of 3.60 Swedish kronor ($0.38) by the September 3 expiration date were handsomely rewarded. By early October 2004, Ericsson's shares were trading above SKr23, a more-than-sixfold gain.

    "We knew the company had severe difficulties," recalls Robert Revel-Chion, European portfolio manager at T. Rowe Price Group, which has $1 billion under management in European stocks. "But we subscribed to Ericsson's rights issue because we felt the company, with its new capital infusion, could sustain its leading infrastructure status and remain a profitable operation."

    但权利提供,也称为现金电话,并不总是很好地锻炼身体。考虑皇家银联的交易。披露十亿欧元的会计丑闻留下了荷兰零售商对2003年底的破产的边缘。当年12月初,在新的首席执行官和高级管理层的领导下,金融银行的辛迪加队以承销该公司将在其中发布66%的股份,股份较高,折扣40%。124亿美元的权利问题在12月中旬关闭,近95%的现有股东订购。但到2004年9月,美国的竞争加剧了美国,在其收入超过一半的收入下的利润下降。该公司的股票在发售宣布之前的股价下跌近三分之一,售价仅为14.6%以上。

    陷入困境的公司通常会使用权利问题来偿还债务,特别是当止赎其他借款选择时。健康公司将它们用作资助收购的一种方式。由于股东收到额外股份,以较二次发行的股份,这是一个权利问题,防止了选择订阅的投资者的现有职位。

    For the most part, U.S. companies have steered clear of rights issues. That's largely because even troubled U.S. corporations can issue high-yield debt in the liquid domestic bond market. But in foreign debt markets, which are less liquid, more and more European and Asian companies are deploying rights issues. They accounted for 50 percent of the $109 billion in European equity offerings in 2003, up from just 7 percent in 2000. For the 12 months ended June 30, 2004, Australian rights issues totaled a record A$10.1 billion ($6.97 billion), up from A$1.95 billion in 2001, and accounted for nearly a third of all equity offerings.

    “驾驶欧洲和亚洲权利问题的激增一直是修复破坏资产负债表的急性需求,”伦敦J.P.摩根大通&Co.的欧洲资本市场负责人Viswas Raghavan说。Graham Secker,U.K.摩根斯坦利的策略师指出,跳跃的权利问题“通常与市场的底层一致。”今年8月份,欧洲权利问题总额为197亿美元,占欧洲股权占股票的21%,因为股票从2003年第一季度集团集会。

    在融资与权利问题的资助的公司中是澳大利亚和新西兰银行。2003年10月宣布其18亿美元,两年为11亿美元,帮助其购买了新西兰国家银行。澳大利亚和新西兰经济的持续实力推动,A&NZ的股票截至10月初的产品价格上涨了42%。

    当一个祭,股东权利can subscribe to the issue, sell the rights or get out of the stock altogether before the dilution takes effect. Andrew Sawers, a London-based financial analyst, offers the hypothetical case of a company with 100 million shares selling at a share price of 100 pence before the announcement of a rights issue. If the firm is seeking to raise £20 million through a one-to-four offering at a 20 percent discount, and assuming no extraordinary news alters the underlying value of the stock, this dilution would produce an ex-rights price of 96 pence. This is derived simply by dividing the company's new market capitalization by the total number of outstanding shares. In this example it's easy to see how investors could find themselves in the red soon after subscribing to the rights issue -- a decline of 4 percent is all it would take.

    Analysts recommend recalibrating P&Ls to discern the fundamental impact of dilution on a per-share basis. When a rights issue is used to pare down debt, a key benefit is reduced interest expense and improved earnings ratios. But these improvements will prove ephemeral if the cash call isn't part of an overall strategy that strengthens profitability.

    随着股东考虑是否订阅,他们还必须记住,在启动职权问题后,必须牢记短缺是司空见惯的。“交易权利问题的交易是对冲基金可以制作的最有利可图的竞争之一,”金融服务研究公司的伦敦顾问亚历山大戴维森说。“该基金投注现金呼吁不充分地解决公司的潜在问题,而且股票将遭受进一步的价格侵蚀。”

    Not surprisingly, rights issues tend to do well when shareholders widely support the strategy. David Riedel, who runs Riedel Research Group, a New Yorkbased equity research firm that focuses on Asian securities, cites the example of True Corp., a leading Thai telecom service provider with a market cap of $314 million. It made a $67 million rights offering in early August as part of an overall restructuring of its balance sheet. CP International, a Thai investing group that owns 44 percent of the company, and KfW Bankengruppe, a private German investing group that has a 19 percent stake, backed the deal from the start. True shares quickly tumbled, as shares often do after a rights issue, dropping 30 percent from the preannounced, discounted price of 5 Thai baht ($0.12) on August 4, 2004. But the market soon acknowledged the overall soundness of the company's financial strategy. In just over a month, by September 9, True was trading at B5.4.

    Matthew Dennis,欧洲投资组合经理在伦敦,避免了救助问题,小心不耕种良好的钱。例如,在2003年10月,德国Reinsurer Munich Re Grous宣布了两七七辆,46亿美元的现金电话。在宣布时,股份于E95.27交易(111.70美元)。一年后,价格拖到E77.04。幻灯片反映了公司储备和成本高于预期的持续弱点。

    In one of the few long-term studies of rights issues that have been conducted, Simon Harris, head of investments in the London office of Grantham, Mayo & Otterloo, a Boston-based money manager, tracked 1,850 U.K. rights issues over 27 years through 2001. Harris found that these companies outperformed the market by 8 percent per annum during the two years before the announcement but trailed the market by an average of 4 percent annually over five years following the issue. He found comparable results among European offerings.

    "When the rights issues were used for expansion," Harris explains, "management was often exploiting what it perceived to be an overvaluation of its share price to invest in projects that subsequently produced disappointing returns." He adds that in instances where companies used a rights issue to deleverage a troubled balance sheet, the stock's subsequent underperformance often reflected management's failure to address the underlying problems that had weakened the balance sheet in the first place.

    Studying 437 European offerings made during the eight years ended August 2004, Daniel Bostrom, the London-based European strategist at Morgan Stanley, reported more sanguine results. An equally weighted portfolio underperformed the market before the rights issue and outperformed the market after the offering, Bostrom found. However, the strategist notes that "outperformance was generated by a small number of companies whose shares soared, subsequently outweighing the bulk of shares, which performed more in line with Harris's results."

    Most critically, shareholders need to discern the purpose of additional capital before they accept or reject a rights issue. "It's easy for investors to be tempted by the prospect of buying shares at a substantial discount," says Morgan Stanley's Secker. "But if the issuer doesn't lay out a compelling explanation for why the offering and dilution are necessary as part of a strategically sound recovery plan, then shareholders should be cautious -- very cautious."