Prospectus Disclosure and the Long-Run Performance of Seasoned Equity Issuers in the UK
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Prospectus Disclosure and the Long-Run Performance of Seasoned Equity Issuers in the UK ANDRÉ SILVA and PAWEL BILINSKI December 2014 Abstract: This study examines if the prospectus disclosure of the motives for a seasoned equity offering and the choice of the underwriter explain the long-run performance of equity issuers in the UK. Firms citing investment needs show no abnormal performance after the offering, but issuers that state general corporate purposes and recapitalisation motives underperform. Further, offerings underwritten by high-quality brokers show no evidence of post-issue abnormal returns, but issues taken public by low-quality underwriters exhibit negative abnormal performance. Together, the results suggest that the prospectus information on the intended use of offering proceeds and on the underwriter predicts post-issue stock performance. Keywords: Seasoned equity offerings, post-issue underperformance, use of proceeds, underwriter quality JEL classification: G2, G14, G32 *The authors are from Cass Business School, City University London. We thank François Derrien, Meziane Lasfer and participants of the 4th FEBS Conference for helpful comments. Address for correspondence: André Silva, Cass Business School, 106 Bunhill Row, London EC1Y 8TZ, UK. E-mail: [email protected]. 1 1. INTRODUCTION A vast body of literature documents that UK seasoned equity offering firms (SEOs) underperform over three to five years after the issue.1 However, previous studies find no evidence that prospectus information on the issue motive can help investors predict post-issue performance in the UK.2 As the prospectus is the primary source of information investors can use to evaluate why firms issue equity and their prospects after the offering, it is fundamental to understand its usefulness. Using a large sample of UK equity offerings, this study examines if investors can use prospectus information on (i) the intended use of the issue proceeds and (ii) on whether the issue is underwritten by a high-quality broker to forecast post-issue SEO performance. We divide the empirical analysis into two steps. First, we examine SEO performance split by the intended use of the proceeds (i.e., investment, recapitalisation and general corporate purposes) as disclosed in the offering prospectus. We expect UK issuers disclosing investment needs to exhibit no underperformance after the offering. This prediction is consistent with the evidence in Autore et al. (2009) and Walker and Yost (2008) who document that, in the US, 1 Loughran and Ritter (1995) and Spiess and Affleck-Graves (1995) were first to document SEO underperformance in the US. The extent of evidence on underperformance of US SEOs is summarized in Ritter (2003). Levis (1995) provides early evidence on SEO underperformance in the UK, which large sample studies by Ngatuni et al. (2007), Ho (2005), Iqbal et al. (2009) and Armitage (2002) corroborate. Using a more recent sample of SEOs over the period 1996–2007, Capstaff and Fletcher (2011) report consistent evidence of SEO underperformance in the UK. Their results are consistent across a number of asset pricing models, which precludes the “bad model” explanation (Fama, 1998). 2 In the UK, Ngatuni et al. (2007) examine SEOs over 1986–1995 and document that “long-term underperformance is pervasive irrespective of the proposed use of funds” (Ngatuni et al., 2007, p.54). Armitage (2002) reports no evidence that investors react differently to announcements of UK open offers underwritten by high compared to low-quality underwriters and concludes that high-quality underwriters do not certify the issue quality in the UK. These results are puzzling. First, US studies document consistent evidence on the certifying role of high-quality underwriters in the SEO process (Eckbo and Masulis, 1992; Slovin et al., 2000), and that the prospectus information on the intended use of the proceeds predicts post-offering performance (Autore et al., 2009). Second, rights issues that dominate in the UK are first directed to existing shareholders, commonly large institutional investors (Barnes and Walker, 2006). Managers do not have an incentive to exploit existing shareholders by issuing misleading disclosure or timing an issue of overpriced stocks (Capstaff and Fletcher, 2011). Consequently, we should expect that in the UK (i) investors pay a close attention to prospectus information and (ii) prospectus disclosure is informative about firm motives for the offering and, consequently, about firm post-issue performance. 2 investors react positively to announcements of SEOs that disclose investment needs and that these SEOs experience better long-run returns. They attribute these results to these SEOs using proceeds to finance new value-increasing investments. We expect firms indicating recapitalisation and general corporate purposes to underperform after the offering. This is because Hertzel and Li (2010) document that SEOs timing the market are more likely to subsequently reduce their leverage ratios by paying off debt, which suggests that firms issuing equity for recapitalisation purposes may be timing their offerings. In addition, firms may attempt to mask issue timings by stating vague motives for the offering such as general corporate purposes. Empirical results show that firms stating investment purposes when raising new equity show no abnormal performance relative to both size and size and book-to-market benchmark firms over three years subsequent to the equity issue. Further, these SEOs show a 185% increase in investment rates after the offering. These findings are consistent with these issuers credibly signalling their need for cash to finance new projects in the prospectus. SEOs reporting general corporate purposes and recapitalisation motives for the offering underperform. The three-year post-issue abnormal returns of SEOs stating general corporate purposes and recapitalisations is −9.35% and −45.38%, respectively, relative to size and book-to-market matched benchmark firms. Moreover, these SEOs have similar investment rates pre- and post-issue, but their leverage ratio tends to increase after the offering. The latter evidence suggests an increase in the agency costs of free cash-flow after the offering (Jensen, 1986) and is consistent with the proposition that these issuers may be timing offerings to periods where their stock is temporarily overpriced (Hertzel and Li, 2010). Our results contrast the conclusions in Ngatuni et al. (2007), who argue that the motives for the equity issue disclosed in the prospectus do not predict future SEO performance in the UK, but are consistent with the findings in Autore et al. (2009) for the US market. 3 In the second step, we examine the relationship between underwriter quality and the post- issue return performance. Previous studies argue that high-quality underwriters can certify the issue quality and reduce the moral hazard and adverse selection biases in the equity issue process (Slovin et al., 2000; Chemmanur and Fulghieri, 1994; Booth and Smith, 1986). Certification happens because high-quality underwriters refrain from underwriting poor quality issues to protect their reputation. If UK issuers choose high-quality brokers to facilitate issue placements with investors, we expect to find a significant positive relation between underwriter quality and SEO post-issue performance. Empirical tests confirm that underwriter reputation predicts SEO post- issue performance. Specifically, SEOs underwritten by high-quality brokers show no evidence of underperformance. Issuers sponsored by low-quality underwriters exhibit three-year post-issue underperformance of around −12.62% when benchmarked against firms with similar size-and book-to-market ratio. Our evidence suggests that broker quality helps resolve information asymmetries related to the issue quality and the choice of the underwriter predicts firm’s post-issue performance in the UK. Our conclusions that (i) SEO firms reporting general corporate purposes and recapitalisation underperform after the offering, but issuers citing investment needs show no evidence of abnormal performance, and that (ii) only SEOs sponsored by low-quality underwriters underperform after the offering, do not change when we use calendar-time regressions and benchmark SEO returns against the Fama and French (1993) and the Carhart (1997) models, the Liu’s (2006) liquidity-augmented CAPM, and the Fama and French’s (2014) five-factor model which includes an investment and a profitability factor. These results suggest that our conclusions are not due to the misspecification of the normal return model (Fama, 1998). Further, our findings remain unchanged when considering subsamples split by industry, sample period and exchange of 4 listing (i.e., the London Main Market and the London Alternative Investment Market). The conclusion that underwriter quality predicts post-issue SEO performance is also robust to alternative measures of broker quality. Finally, using a multivariate regression framework, we confirm that signalling effects of the intended use of proceeds and of underwriter quality persist when we control for other predictors of SEO post-issue performance. Also, we show that the variation in abnormal returns due to the issue motive is independent of the variation due to the underwriter quality effect. This result suggests that both prospectus disclosure of the issue motive and the choice of the underwriter are valuable to investors in predicting SEO post-offering performance. To