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Focusing on Recap CB For Dialogue with Shareholders/Investors Concerning Capital Policy: Focusing on Recap CB March 17, 2017 Tokyo Stock Exchange, Inc. ○ Introduction The Stewardship Code and Corporate Governance Code urge constructive dialogue between listed companies and investors for the purposes of achieving sustainable corporate growth and increasing the mid- to long-term corporate value. There are, however, considerable discrepancies between their views of capital policy, and this fact often damages their trust relationships and may become an obstacle to constructive dialogue. The mid- to long-term investors, with which companies are supposed to have constructive dialogue, basically support capital policies that will theoretically facilitate continuous increase of corporate value: for instance, with regard to how a company uses its profits, they usually welcome reinvestment for growth by the company, rather than return to shareholders through dividend or share buyback. Furthermore, while they generally support retained earnings for reinvestment, they dislike retained earnings without clear purpose. Many listed companies, however, seem to recognize that shareholder returns are the most welcomed, and retained earnings are the most disliked by investors. Among such discrepancies, the most obvious case could be when a company raises funds by issuing new shares (equity finance). Since it involves possible dilution of earnings per share due to the issuance of new shares, unless investors are convinced that raised funds will generate profits commensurate with high financing costs for issuing new shares, they will have a doubt about the company’s willingness to increase corporate value, which, in turn, may damage trust relationships being the foundation of dialogue, thus impeding constructive dialogue. It is a pressing issue to eliminate discrepancies in views of capital policies, and to promote mutual understanding. This paper titled “For Dialogue with Shareholders/Investors Concerning Capital Policy: Focusing on Recap CB” summarizes possible questions from investors, focusing on the topic of an equity finance scheme called “Recap CB”, and explains investors’ views on capital policy, with the intention that listed companies will more thoroughly consider the investors’ views and strengthen mutual understanding. Please refer to this paper when your company considers capital policy in general, let alone when considering other equity finance schemes, so that your company will strengthen trust relationships with investors, thus facilitating constructive dialogue. 1 ○ About Recap CB “Recap CB” refers to a capital policy for recapitalization, where a company issues convertible bonds (CBs) to fund share buyback, thus increasing debt and decreasing equity. Since 2014, an increasing number of Japanese listed companies have engaged in this financial arrangement. Recap CBs result in a decrease of shareholders’ equity, thus decreasing the denominator of return on equity (ROE). Accordingly, it has the effect of increasing the value of ROE numerically. In the past, some companies carried out recap CBs with the objective to improve capital productivity, including ROE. On the other hand, Japanese and foreign institutional investors and others have expressed critical opinions that recap CBs do not necessarily contribute to increasing corporate value and thus cannot be welcomed from the standpoint of existing shareholders, while appreciating listed companies’ efforts for improving capital productivity. Taking recap CBs for example, we identified six (6) important points in order to have constructive dialogue with investors. For each point, the section titled “Examples of possible questions” provides a list of issues which investors may have questions about, or typical example questions. Furthermore, the section titled “Explanation” provides explanations about the idea of corporate finance behind investors’ questions. In case your company actually considers financing by issuing recap CBs or otherwise, making use of this paper in the following manner would facilitate dialogue with investors with such awareness: Examine all relevant points when considering financing arrangement; Concerning matters which are deemed important for winning the support of existing shareholders in light of your own circumstances, provide explanations in disclosure of financing arrangements; and As for matters which were not included in the disclosure, be prepared to answer possible questions from shareholders/investors. 2 ○ Points to Be Considered Point 1. Rationality of share buyback (Examples of possible questions) Can you explain the proposed share buyback in accordance with your capital policy concerning growth investment and shareholder returns? Can you justify the timing of the proposed share buyback in the light of your current price of your company’s shares? (Explanation) Under the recap CB scheme, a company issues CBs, and at the same time, repurchases its own shares. The first point is about share buyback itself. Share buyback is one of the forms of shareholder returns. In that sense, it is one of the capital policies generally favored by shareholders/investors. Nonetheless, you should keep in mind that it is not always received positively. From the standpoint of investors who intend to invest in a company over the long term, it would be considered better to use funds gained from business activities for a prospective investment opportunity to drive the growth of its main business, rather than for share buyback, thus increasing corporate value over the mid- to long-term. In this regard, Principle 1.3 of the Corporate Governance Code stipulates that companies should explain their basic principles of capital policies: 【Principle 1.3 Basic Strategy for Capital Policy】 Because capital policy may have a significant effect on shareholder returns, [listed] companies should explain their basic strategy with respect to their capital policy. Investors who are interested in the company’s sustainable growth may ask you questions about your policy concerning growth investment and shareholder returns: specifically, they may ask questions as to, under what circumstances, which your company gives priority to. Therefore, you may want to organize your thoughts in advance. It is also necessary to pay attention to investors’ views on share buyback. Share buyback is a company’s act of repurchasing its own shares by using its own funds. Therefore, it is said that there is a “signaling effect” of share buybacks; an announcement of share buyback delivers a signal to the market, showing that the top management team of the company, 3 which makes such a decision, recognize that the current share price is undervalued, and the share buyback will yield a higher return than growth investment. Investors evaluate share buybacks from such a perspective as well. Accordingly, when a company plans to repurchase its own shares under the circumstance where investors perceive that the share price is relatively high, they are interested in whether the management still judged that the company’s shares are undervalued, and on what basis the management made such a judgment. Therefore, in case a company plans to repurchase its own shares, regardless of whether or not doing so at the same time of issuing CBs, it would be recommended that the company compare its fundamental corporate value, which is internally computed using the DCF method, etc., and its market cap computed based on the current share price, and verify the following points in advance: whether the fundamental corporate value exceeds the market cap ; and in the light of the deviation of these two, whether it can be said that the planed share buyback is an investment with a rate of return exceeding its capital cost. Point 2. Appropriateness as a method to fund share buyback (Examples of possible questions) While recap CB is an approach using CBs for funding share buyback, What are the reasons for not using cash on hand? What are the reasons for not taking bank loans? What are the reasons for not issuing straight bonds? (Explanation) The second point is a question whether CBs is appropriate as a method to fund share buyback. There are various methods for listed companies’ financing. When they need funds for business activities, they may use cash on hand, take bank loans, issue straight bonds, or issue new shares: they use such different methods depending on the respective situations. According to the theory of corporate finance which investors keep in mind, it is considered that there are priorities among these methods. In case of financing by listed companies, in principle, priorities are given as follows: (1) cash on hand, (2) debt, and (3) shareholders’ equity. This order is referred to as “pecking order”. Basically, the cost of financing 4 becomes larger in this order – (1) the cash on hand as the lowest and (3) the equity financing as the highest. So if companies have sufficient cash on hand, they should use cash first; if there still is a shortage, then they should take bank loans or use straight bonds only to the extent that they can maintain financial soundness; and finally, they may raise funds in a way to increase shareholders’ equity. This order is understood to be economically rational. Furthermore, from the viewpoint of existing shareholders, companies are expected to use cash on hand or debt financing, which will not cause dilution of share value, prior to equity finance. In such priorities, where are CBs positioned? Because CBs are
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