Category: Money Tips Date: 2006-03-06
Directed additional ways to enhance corporate profits, improved corporate governance has a significant effect, looking for more there is the possibility of targeted additional companies, a careful analysis of relevant programs and motivation to have the opportunity to explore a new era of investment in tradable subject.
With the management's clear aim of not increasing the supply of the market orientation of immediate additional financing of restoration as a priority, there is a group of targeted companies such as issuance of the expected G radio and television, G construction investment, G TISCO access to markets such as in hot pursuit of private placement implied investment opportunities continue to emerge.
Additional orientation will greatly enhance the value of the company
We will implement the targeted listed companies additional motivation comes down to the following aspects.
1, using the market valuation of listed companies a premium (relative to the parent company in terms of book value of assets), the parent company of assets through the capital market will be larger, thus enhancing the value of the assets of the parent company.
2, in line with the SFC's regulatory requirements for listed companies, fundamentally avoid the parent and the listed company's related-party transactions and intra-industry competition to achieve the listed companies in the financial and operating on a completely autonomous.
3, for holding a lower proportion of group is concerned, through the private placement can further enhance the control of listed companies.
4, for state-owned listed companies and as a group, reducing layers of management, so that a large number of internalizing externalities and reducing transaction costs, to more effectively through such means as strengthening the market value of equity-based incentives-oriented mechanism.
5, the importance of timing. The current valuation of listed companies is still at a lower position, this time directed to take additional pairs as a group, can get more shares, from the future reduction point of view, is desirable.
6, directed issuance of a new mergers and acquisitions can be used as a means to promote high-quality leading the company to grow through acquisitions.
Directed additional value for listed companies to enhance the level of its intrinsic mechanism is obvious. In the era of split share structure of listed companies are bigger and stronger through the issuance of additional share placement by means of re-financing, and then to the majority shareholder to buy assets. As the delivery of assets after the completion of major shareholders of listed companies the rights of diluted, thus the continued profitability of new assets, relevance to their interests greatly weakened. This "Deal or No Deal," easily the adverse consequence is that some listed companies to buy the assets decline in profitability year after year, circulation, therefore damage the interests of shareholders, while the major shareholders as holders of the non-tradeable shares, and did not have a direct losses.
In-floating environment, the major shareholders of listed companies through private placement to the injection of assets, the proportion of their rights and interests do not fall but rise. At the same time, a major shareholder stake in the company under the new rules, targeted additional shares of the controlling shareholder of the additional part of the three years could be in circulation within, given the current low level of capital markets and the generally good development of the future market expectations, controlling shareholders, particularly those with better-quality assets, controlling shareholders have strong incentives to inject high quality assets to the company in order to achieve maximum value of the assets, which is now a considerable number of listed companies to seek additional directional deep-seated reasons. At the same time, taking into account the major shareholder of the shares held by private placement within 3 years be able to flow, a major shareholder to realize their maximum value will be a continuous process and not instantaneous. In order to ensure maximum benefits realized equity, large shareholders will have to take into account middle of assets into sustainable profitability. Therefore, we can believe that controlling shareholders and small shareholders, under conditions of asymmetric information, the implementation of additional companies targeted at least in the majority shareholder of shares held by the time period expires, there are strong enhance the company's market value of the internal driving force, thereby Small shareholders can share the value of the company's growth.
In accordance with the additional object orientation, transaction structure, the district is divided into the following pattern.
Issuance of the mainstream model of directional
Mode 1, asset acquisition-based private placement
Currently listed as a whole more enthusiastically by the market recognition, such as Anshan Iron and Steel, TISCO publication of the whole proposal is listed on stock continued to rise, on the ground mainly due to:
1, the overall performance of the thickening of the role of the listing. Overall market conditions, the proportion of shares held by major shareholders in view of substantial increase in the future there is a greater profit margins, so the price reflects the issuance of certain shareholders of the original circulation of more favorable discounts. Acquisition of additional assets, such as Anshan Iron and directed to reach 7.2 times the level of PE, more than issuing the same period an average of 6.9 times the steel market, the level of the industry to consider a higher status and Anshan Iron and Steel has iron ore resources, performance less volatile, PE levels should be more than the industry average , then the price of this private placement will be significantly thickened the company's performance levels.
2 to reduce the related-party transactions and intra-industry competition irregularities and enhance transparency in business and management, reducing the controlling shareholders and listed companies, conflicts of interest, will help enhance the company's intrinsic value.
3, for some of the smaller flow of capital through private placement, the overall market value of listed companies increased the level of liquidity.
Mode 2, the financial-type directional additional
Is mainly reflected through private placement to achieve the introduction of foreign strategic investors to finance acquisitions or additional meaning sexual orientation is a multi-faceted. First of all, it helps companies more easily achieve the additional matters, seize the favorable opportunity of industrial investment. If BOE is currently the company's fifth-generation TFT-LCD production line of the upper reaches of supporting construction is in a very difficult period of time, resulting in lower costs for space-constrained products, if we can successfully achieve the additional controlling shareholder-oriented and effective solution to the company's upper reaches zero Parts supporting and localization issues, the company's business situation will get significantly improved. Secondly, the orientation as the introduction of additional strategic investors to achieve an important means of mergers and acquisitions, for example, the second largest shareholder of Huaxin Cement HOLCIM directed additional 160 million shares, the two shareholders to become the largest shareholder, realized foreign mergers and acquisitions. In addition, return on capital employed for a number of relatively stable and relatively large capital requirements of industries such as real estate, finance, etc., directed issuance because of convenient, fast, low cost, easy access to strategic investors at the same time recognized.
Mode 3, an additional issue with the combination of asset acquisition
Listed companies access to funds, while the reverse acquisition of the controlling shareholder of quality assets is expected that this would be a more pervasive form of additional acts. For the overall market there exists an obvious difficulties, but also the controlling shareholder has a certain amount of high-quality assets, while also controlling shareholders there is a certain realization of the financial requirements of listed companies, which act as a result able to quickly acquire additional group of high-quality assets, improve performance space or company has continued to development potential, so to some extent constitute a positive development of the company. But specific good extent, has to consider the issue price and the asset acquisition price. For example Guoyang New Energy Group intends to raise funds to purchase part of the coal resources to the resources listed company currently has calculated the price per ton of reserves of resources 8 yuan, lower than the price of the acquisition of listed companies would be beneficial. In addition, the building is worth noting that Asia Standard announced plans to increase issues raised by the issue price or even less than the company's shares did not notice before the Board meeting of 20 trading days average closing price of 105%, of which major shareholders to subscribe for the issued share capital of not less than 75% to be funded holding company for the acquisition of land resources.
Mode 4, high-quality company
Directed additional acquisition of other companies
Compared with the cash, directed issuance as a means to greatly reduce the merger Post-merger cash flow pressures. At the same time, directed issuance of more favorable valuation of the company to play a leading edge that can really play a great loss of effect, and therefore, this approach to leading companies attractive. Shares of large companies, for example, began in 2000, through the assumption of debt, staff placement and other conditions, low-cost acquisition of local old department store business, while access to tax preferential policies, then the output of its management to improve the business enterprise has been the face of mergers and acquisitions to gain an excess-profits and long-term rapid growth.
Who will snatch a "directed additional" first taste of soup?
Iron and steel, electricity, coal and resource-oriented industry, there are more additional opportunities.
Iron and steel, electric power industry, the common features are: multi-listed for the spin-off, the Group also has a large number of related assets; are facing or will face tremendous pressure from industry consolidation, we should win the competition in the future, it is necessary scale and cost advantages to win. At present more than iron and steel industry have taken place in the overall listing of cases, such as Wuhan Steel shares, Baosteel, Angang, TISCO, and Benxi Iron and stainless sheet and so on. Electric power industry in the coal and power grid to re-squeezed towards "oligopoly" in the market structure is a general trend, individual be able to act as the value of the Group's flagship listed company will gradually appear. G construction cast, the title Power, G reign of Inner Mongolia Huadian, and G Hua-jing and other companies can rely on the major shareholder of a large multiple of the fine on their own assets to achieve its size and performance of the explosive growth.
