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F3 Financial Strategy
November 2012 examination
Examiners Answers
Question One
Rationale
Question One tests understanding of the process and pricing and other implications of an IPO on
company V. It also tests ability to value a company using a variety of different methods and
demonstrate an understanding of the meaning and validity of each result obtained, including an
understanding of the nature and extent of intangible assets arising in the context of a travel
company such as V (as detailed in the pre-seen material).
Question One examines syllabus sections B1(b) and C1(c)&2(a).
Suggested Approach
You should begin your answer by providing a report structure. This should be a report heading, a
brief introduction that explains the purpose of the report or terms of reference and suitable
subheadings, which typically would follow the wording of the question requirements. Ensure the
numerical parts of your answer are presented in a logical and tidy manner.
Part (a)
This part of the question requires description rather than discussion. You need therefore to
provide brief details only of the key roles of an investment bank.
Part (b)(i)
In this part of the question it is first necessary to determine what possible values might be
calculated. These could be jotted down in an answer plan with brief notes on how each valuation
might be performed. The most common valuation methods, and ones that apply here, are: asset
value, earnings (or P/E) basis, and DCF/NPV approach. Calculate each in turn, as follows:
Asset value recognise it is net asset values that are relevant.
P/E basis using the range of industry P/E ratios given in the scenario.
DCF/NPV calculate as follows:
Total free cash flow (PAT plus depreciation less capital expenditure)
Cost of equity using the CAPM
DCF/NPV using the constant growth version of the DVM.
Financial Strategy
November 2012
November 2012
Financial Strategy
150
110
(158)
102
DCF approach
Calculation of free cash flow:
Profit after tax
Add back depreciation
Capital expenditure (on-going requirement)
Free cash flow for year ended 30 June 2012
Calculation of cost of equity:
75
27 (= 150 123)
102
SK$ million
24
3
(5)
22
9.60%
Financial Strategy
0.909
20.60
30 June 2014
SK$ million
23.34
(= 22.66 x ( 1 + 3%)
0.826
19.29
30 June 2015
SK$ million
490.14
= 23.34 x (1 + 5%)
(10% - 5%)
0.826
404.86
November 2012
(b)(iii) Extent and impact of intangibles and implications for setting a target offer price
As mentioned above, V is likely to have a high value of intangible assets derived from its trading
names and reputation built up over many years.
Relevant types of intangibles that candidates could discuss include:
Experience and skills of branch staff.
Reputation of holiday reps and other support services while on holiday in case of difficulty.
Contact details of past customers and others who have shown an interest in Vs holidays in the
past for use for marketing purposes.
Reputation for high customer satisfaction.
Network of hotels who are willing to do business with V.
Reputation for resolving disputes and compensating dissatisfied customers.
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Financial Strategy
However, unlike non-current assets, intangibles such as a reputation for, say, high quality holidays
and delivery can be eroded very quickly in the face of adverse publicity. This adds an element of risk
and uncertainty to the true value of the company and on the attainable offer price in the tender bid.
Significantly lower than the DCF valuation of SK$ 434 million at a discount rate of 9.6% (or
SK$ 395 million using 10%) that was compiled assuming that the proposed investment goes
ahead and produces the high growth forecast.
Higher than the DCF valuation of SK$ 295 million assuming 2% growth and no investment.
Note, however, that the DCF valuations are heavily dependent on the growth forecasts used.
Comparison to DVM valuation
DVM is not considered further here since DCF is considered to provide superior results.
Conclusion
The target price of SK$ 3.40 per share therefore appears to be slightly bullish but not unreasonable
on the basis of a review of the P/E and DCF valuations based on financial data as at 30 June 2012,
assuming that at least some of the potential for growth is realised on becoming a listed company.
The target price reflects a P/E ratio of approximately 13 times, which is considered to be at the high
end of industry averages. The DCF valuation is also slightly above Vs perceived current value before
taking expansion plans into account but below the DCF valuation that is based on the assumption that
the investment goes ahead.
We now know, however, that the first quarter results showed lower growth than had been used in the
DCF valuation. If the company had been aware of falling profits between 30 June 2012 and 1
October 2012, the date the prospectus was published, the target price should have been adjusted to
reflect this new information.
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November 2012
Number of shares
requested
at this price
(millions)
4
3
2
3
3
6
5
4
SK$
2.90
3.00
3.10
3.20
3.30
3.40
3.50
3.60
Pricing
strategy
A
Share price
post IPO
SK$ 3.40
SK$ 3.10
Cumulative
(millions)
30
26
23
21
18
15
9
4
Findings/observations
Amount raised
Amount for V
SK$ 51.0m
( = 15m x SK$3.40)
SK$ 44.20m
(= 13 x SK$ 3.40)
SK$ 6.8m
(= SK$ 51.0m SK$ 44.2m)
SK$ 71.3m
(= SK$3.10 x 23m)
SK$ 40.3m
(= 13 x SK$ 3.10)
SK$ 31.0m
(=SK$ 71.3m SK$ 40.3m)
Directors viewpoint
Those directors selling shares will receive a higher value for their shares under pricing strategy A
rather than pricing strategy B. The amount they would raise personally under each of the two pricing
strategies is calculated below:
Director
Number of shares
being sold
Executive Chairman
8m
SK$ 27.2m
SK$ 24.8m
Finance Director
1m
SK$ 3.4m
SK$ 3.1m
IT Director
3m
SK$ 10.2m
SK$ 9.3m
Human Resources
1m
SK$ 3.4m
SK$ 3.1m
The bird in hand principle is likely to encourage these directors to choose pricing strategy A in order
to maximise the funds received.
There may be an agency issue here because pricing strategy B raised a greater value of funds for V
to invest in new projects and so there may be a conflict of interest between the best interests of the
directors and of the company.
On the other hand, the directors may take a longer term viewpoint and realise that the future
prospects for the company will ultimately affect the level of future dividends and the share price.
The directors are selling a very small proportion of their shares (even the Executive Chairman) or
none at all (the Operations Director). To some extent this is due to conditions written into the IPO
which prevent the directors from selling too many shares at the beginning. Additional sales are
permitted within defined time periods. All of the directors will therefore be interested in the likely
future share price movement as it will affect future proceeds when they sell additional shares at a later
date.
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Financial Strategy
On the face of it, pricing strategy A offers the highest price. However, the apparent failure of the IPO
to attract subscribers at a price of SK$ 3.40 under pricing strategy A could be expected to lead to a
fall in the share price and hence reduce or even eliminate this difference.
Indeed, pricing strategy A raises such a low level of new funds (SK$ 6.8 million ) for V to invest on
expansion, that the expansion plans might well have to be cancelled if pricing strategy A is adopted
and this could also depress the share price and the value of future dividend streams. Whether or not
this is a good strategy in view of the recent disappointing results will depend on whether the
investment is still a sound prospect or not.
Viewpoint of the new shareholders of V
New investors are most likely to prefer pricing strategy B as they then pay less for the shares they
acquire.
In addition, as already discussed earlier, it is highly likely that the share price would fall immediately
following the IPO if a price of SK$ 3.40 were to be chosen, under pricing strategy A. This would
inevitably create bad feeling amongst the new investors and adverse publicity for V which could have
wider negative consequences.
Finally, pricing strategy B provides more funds to V to use for future projects and expansion plans,
enhancing the value of the company further.
There is therefore a potential conflict of interest arising regarding the choice of pricing strategy, with
current shareholders (directors) likely to prefer the higher price under pricing strategy A in order to
maximise the cash received for their shares and the potential for selling additional shares at this
higher price. However, new investors and consideration of the long term prospects of the company
itself would favour the lower price under pricing strategy B in order to lower the cost of the shares
acquired and also provide increased funds for future investment.
Conclusion
Assuming the funds raised can be invested in positive NPV projects and secure the long term
prospects of V, pricing strategy B would be the best strategy for all parties. However, if V is
considered to have only limited future growth prospects, the directors (who are also the shareholders)
may opt for pricing strategy A in order to maximise the wealth of the current shareholders.
Financial Strategy
November 2012
Question Two
Rationale
This question tests candidates ability to identify the economic forces and external factors
affecting a company and evaluate the implications of a possible credit downgrade and possible
alternative financial strategies that could be used in response to such a threat. Alternative
strategies include cancelling investment plans or changing dividend payout plans or,
alternatively, accepting the credit downgrade and proceeding as originally planned.
Question Two examines syllabus sections A1(b)&(c)&2(a),(c)&(d).
Suggested Approach
Part (a)
Recognise that this part of the question focuses on exposure to external factors that are largely
outside BBDs control. In an answer plan, list the key variables that are relevant to BBDs
situation. Then take each in turn and provide a brief discussion of each.
Part (b)
For part (b)(i) consider the main areas of impact on the company if its credit was downgraded.
The main areas that would be affected are availability and cost of finance and its share price.
Then advise the board of what the impact might be, an obvious example being that borrowing
would cost more, if it is available at all.
For part (b)(ii), evaluate each of the three proposed courses of action in the context of its impact
on shareholder wealth, balancing the potential positive and adverse impacts on shareholders.
For part (b)(iii) summarise the key points from your answers to parts (bi) and (bii) and conclude
with a recommendation. Recognise that there might not be a single ideal course of action but
base your recommendation on your own evaluation.
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Financial Strategy
November 2012
However, as mentioned above, response C may still be considered to be the least bad
option available and, indeed, the only course of action open to the company if it still wishes to
pursue its ambition to exploit the fracking market and is unable to obtain finance for the
project in the face of a credit downgrade.
(b)(iii) Recommendation
Examiners note: Candidates were assessed according to the quality of their supporting arguments
and coverage of key determining factors rather than their choice of appropriate response.
Candidates could say that BBD should adopt response C in order to develop this important new
market and enhance shareholder wealth over the long term without adding unnecessary risks that
would result from adopting response B.
Other candidates may recommend response B on the basis that this also maximised shareholder
wealth and that the company is fundamentally strong enough to withstand a credit downgrading, at
least in the short term, after which it is hoped that the company will be regarded upwards following a
successful new project.
Alternatively, candidates may choose to recommend response A on the basis that it may be
considered a good time to retrench until economic conditions improve and environmental concerns
have been refuted.
The final choice of response will largely be determined by investor preference and the balance
between risk and return for each of the three possible responses.
The final choice of strategy will largely depend on the opinion of the major shareholders following
consultation.
November 2012
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Financial Strategy
Question Three
Rationale
This question concerns a manufacturing company based in the UK. It is market leader in its
industry. Its shares are listed on a UK stock exchange. It is considering two methods of
refinancing the debt due for repayment; raise new debt or make a rights issue.
Question Three examines syllabus A2(b) and B1(b)&(e).
Suggested Approach
Part (a)
Construct income statements and schedule equity and debt balances under the two financing
strategies. Think clearly about the layout of your answer. The format shown below is
recommended as it shows the impact of the two strategies on each variable side by side.
Part (b)
The company has three financial objectives. It is first necessary to calculate the impact on each
of the objectives under the two alternative financing strategies. You should then evaluate the
impact of each of the financing strategies on each of the objectives using your calculations in
part (a) to support your arguments.
In part (b)(i) of the question you should simply evaluate the attainment or otherwise of the
objectives. In part (b)(ii) you are then required to evaluate the impact on shareholders and debt
providers.
(a)
Preliminary workings
Amount to be raised
= GBP 1,250 million.
Suggested rights price = GBP 3.33 x 75% = GBP 2.50 per share.
Shares to issue
= GBP 1,250 million/GBP 2.50 = 500 million 50 pence shares.
There are 1,000 million 50 pence shares currently in issue, so rights issue ratio is 1 for 2.
Increase in share capital is GBP 250 m (=500 m x 50 pence per share).
Increase in share premium account is GBP 1,000m (= 500m shares x (GBP 2.50GBP0.50)).
Revised income statement and equity/debt balances
Income statements
Year ending 31.12.2013:
1
2
3
4
11
With debt
GBP million
650
(163)
(146)
341
With rights
GBP million
650
( 88)
(169)
393
119
222
138
255
500
1,772
1,250
1,250
750
2,805
0
1,250
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1
2
3
4
5
6
7
8
9
(b)(i)
Preliminary calculations
EPS (pence)
DPS (pence) (= EPS x 35%)
Gearing (D/(D+E))
Workings:
With debt refinancing,
With rights issue,
With debt
34.1 (=341/1000)
11.9
52.4%
With rights
26.2 (=393/1500)
9.2
26.0%
gearing = 52.4% (GBP 2,500 million/(GBP 2,500 million + GBP 2,272 million)
gearing = 26.0% (GBP 1,250 million/(GBP 1,250 million + GBP 3,555 million)
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Financial Strategy
(b)(ii)
Evaluation from shareholders perspective
If the re-financing is with debt then in effect the status quo is maintained apart from a slight
increase in the interest cost (5% debt has been replaced with 6% debt) and therefore the
impact on shareholders will be minimal.
Under the rights issue the shareholders will suffer an immediate drop in share price as a
result of the shares being issued at a discount. The theoretical ex-rights price (TERP) will be
GBP 3.05 per share (=((GBP 3.33 x 1,000 million)+(GBP 2.50 x 500 million) )/1,500 million).
The rights issue will also have the effect of significantly reducing the level of gearing in XRG
which will lower the shareholders required return and hence the cost of equity. Whether this
increases the share price above the TERP or below it is hard to establish. Theoretically if we
were to value the equity of XRG (and therefore the share price) using the dividend valuation
model then within the model there would be a reduced dividend per share but also a reduced
cost of equity the effects of which cancel each other out to a certain extent, leaving
shareholders with lower risk matched by lower returns.
With a rights issue the dividend per share will obviously be reduced but as long as the
shareholders have taken up their rights then their absolute level of dividend will actually be
improved as a result of lower finance costs given that the payout ratio remains the same. In
addition, earnings will remain proportionately the same for shareholders providing they take
up their rights.
Financial Strategy
13
November 2012
Question Four
Rationale
This question concerns a manufacturing company based in the EUR zone. It is evaluating a new
project that will be funded in different proportions from the company as a whole and on slightly
different terms. The company has to decide whether the project should be evaluated using the
company WACC, an adjusted discount rate or the adjusted present value method.
It examines syllabus sections B1(c) and C1(b)&(c).
Suggested Approach
Part (a)(i)
Recognise that the components of a DCF/NPV evaluation include capital flows as well as
operating cash flows then discount each years net cash flows at the 11% discount rate for that
year. Realise that, as DCFs for years 3, 4 and 5 are constant, it is quicker to use annuity factors
rather than annual discount factors for these years. Finally, sum the annual DCFs to arrive at the
NPV.
Part (a)(ii)
Calculate the projects adjusted discount rate using the information of the proxy company, YYY.
This takes four steps: (1) ungear YYYs beta, (2) regear the ungeared beta for the projects
capital structure (note: the question requires the use of the projects capital structure rather than
that APTs capital structure), (3) calculate cost of equity using this re-geared beta in the CAPM
formula, and (4) calculate WACC using the cost of equity from step 3 and the cost of debt,
remembering to adjust this for tax relief.
The NPV can now be recalculated using the revised WACC. Note that it is not necessary to write
out all the cash flows again, you can begin from the total cash flow line calculated in part (a) as
all you are changing is the discount rate.
Part (b)
The adjusted present value is calculated by adding together the base case NPV and the side
effects of financing, which here are the present value of the tax relief obtained on the loan raised
to finance 50% of the project.
Part (c)
Advise the company on each of the three valuation methods used. Your answer should have
three sub headings; one for each of the methods. Under each sub heading explain very briefly
what that method means then proceed to discuss the advantages and disadvantages in general
terms then as they relate to APT. Include in your answer the potential difficulties of each method,
for example obtaining accurate costs or a suitable discount rate to apply to the side effects of
financing in the APV calculation.
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Financial Strategy
0
EURm
(500)
1
EURm
2
EURm
70
70
0.901
63.1
100
100
0.812
81.2
3-5
EURm
5
EURm
170
(500)
1
(500.0)
(26.9)
115
115
1.983 (W1)
228.0
170
0.593
100.8
u = g
+ d
= 1.3
+ 0.2
= 1.064 +
= 1.686
Step 3 Calculate the cost of equity using the risk adjusted beta
Ke = Rf + (Rm Rf) = 4.5 + 1.686 (9.5 4.5) = 12.93%
Step 4 Calculate the risk adjusted WACC
Cost of debt is 7% (1 - .28) = 5.04%
WACC is therefore
(EUR 250 million/EUR 500 million) x 12.93% + (EUR 250 million/EUR 500 million) x
5.04%
= 8.985% (say 9%)
Secondly, reperform the NPV calculation using the revised WACC
NPV using risk adjusted WACC
Year
0
1
EURm
EURm
Total cash flows
(500)
70
Discount factor at 9%
1
0.917
DCFs
(500.0)
64.2
NPV
4.0
(W1) Annuity factor for years 3-5 is 2.131 = 3.89-1.759
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2
EURm
100
0.842
84.2
3-5
EURm
115
2.131 (W1)
245.1
5
EURm
170
0.650
110.5
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0
1
EURm
EURm
Total cash flows
(500)
70
Discount factor at 10%
1
0.909
DCFs
500.0
63.6
NPV
(11.9)
W1: Annuity factor for years 3-5 is 2.055 = 3.791-1.736
2
EURm
100
0.826
82.6
3-5
EURm
115
2.055 (W1)
236.3
5
EURm
170
0.621
105.6
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Financial Strategy
a useful tool where there are specific project-related financing issues that also need to be taken into
account.
Adjusted present value
This method calculates a base case NPV using a discount rate based on the ungeared beta
appropriate for the projects level of business risk and adjusts for the side effects of financing.
The APV method is most appropriate in the following circumstances:
When it permanently changes the level of gearing of a company.
When the project involves unusual financing costs such as a subsidised loan.
It significantly changes the companys debt capacity.
If a number of project-specific financing options are to be considered.
The main benefits of this method are that
It should provide a more accurate assessment of the real worth of the project to the company.
It can deal more transparently with the side effects of financing.
The base case NPV stays the same even if assumptions about capital structure change,
therefore fewer recalculations are required.
The main disadvantage might be in determining the costs involved and a suitable discount rate, for
example the rate to use to discount the side effects of finance.
In this case, the APV result provides a useful measure of the value of the project based on the finance
suggested rather than on the companys WACC. However, if the long term capital structure of the
company is unlikely to change and the WACC represents that target, it is unlikely that APV should be
used as the primary measure when deciding whether or not to proceed with the project. The
argument being that, for example, the use of a higher proportion of debt to finance this project
restricts the companys ability to raise further debt in the future without first raising more equity or
retaining more earnings ie: in the long term the level of gearing will stay the same and therefore it is
only this long term gearing level that we should be concerned with. In these circumstances perhaps
the most appropriate approach would be to use a proxy company to establish a beta reflecting the
correct business risk but then regear and calculate WACC on the basis of the long term gearing ratio
for the company (rather than the gearing of the project as in the risk adjusted WACC).
And, if indeed the capital structure is likely to change as a result of the project, this would have
implications not only for this project but for all other projects that the company is involved with and so
there are wider ramifications than shown by the APV result for this project in isolation. A marginal cost
of capital approach might then be more appropriate.
Financial Strategy
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November 2012