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Preference shares -- keeping it simple

Gilts, bonds, and interest-bearing shares
GoSeigen
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Preference shares -- keeping it simple

#132874

Postby GoSeigen » April 17th, 2018, 5:10 pm

Mark Taber and others repeatedly refer to the "muddle" surrounding preference shares and the methods by which they can be repaid, a muddle which is much of their own making. It was decided at the outset that considering the subtleties of the law was not necessary: Aviva's behaviour was plainly shameful and unprecedented and the entire City was in uproar. Hence the ongoing confusion, IMO -- for the law is long established and pretty clear if only one would study it.

Here's a quick cheat sheet to getting your head around this preference share issue.

1. Forget prospectuses. The prospectus simply repeats information found elsewhere, incorporating it by reference or in a reworded form.
2. First read the law. What companies can and cannot do with their shares is prescribed in great detail. Terminology used in describing share rights is derived from the law. It is essential background reading. The Companies Act 2006 is here: https://www.legislation.gov.uk/ukpga/2006/46/contents
3. Next read the Company's Articles -- current articles and articles at the time of issue of the shares. The Companies Acts require certain information to be in the articles. The Articles are where the rights of shareholders are laid out.
4. Three independent processes for repayment and cancellation of issued shares (including preference shares) are clearly described in Law:
-Redemption: repayment out of distributable profits
-Reduction of Capital: repayment out of capital
-Purchase out of Profits: repayment out of distributable profits
5. Details are in the Articles: Each process in 4. is subject to the Law but also to precise terms typically laid out in separate clauses of Company Articles i.e. there will be clauses dealing with each of Purchase, Reduction of Capital and Redemption (if applicable).
6. If there is no Redemption feature a share class might be described as "not redeemable" or "irredeemable". There is no wider meaning to the word: shares labelled irredeemable may still nevertheless be repaid either by Purchase or Capital Reduction. Sadly investors have put too much store by their own overly broad interpretation of the word "irredeemable".



Why did Aviva "suddenly" discover that they could repay their prefs? Well, for long periods it hasn't been relevant or possible; it is only recently that companies are awash with excess capital AND their preference shares have become painfully expensive and/or useless as capital and are trading far above par. Reduction of capital is intrinsically cooperative: the company, its creditors and its shareholders must all agree it is in their respective interests to repay capital. In most instances all these factors do not coincide, so what Aviva hoped to do is only possible quite rarely. There is IMO no loophole to close to prevent sneaky twisting of the law by crooked legal minds!



GS

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Re: Preference shares -- keeping it simple

#132878

Postby Alaric » April 17th, 2018, 5:25 pm

GoSeigen wrote: There is IMO no loophole to close to prevent sneaky twisting of the law by crooked legal minds!


If it was absolutely clear that no repayment of capital at par could take place at par without agreement of Preference Shareholders only, then on the assumption of rational shareholders there would not be an issue. It's the apparent loophole that ordinary shareholders can initiate a compulsory buy back at par that drives the demand for clarifying legislation.

It is fundamental to bond and equivalent markets that the terms on which capital can be repaid at the instigation of the bond issuer or the borrower are clear to all parties.

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Re: Preference shares -- keeping it simple

#132881

Postby GoSeigen » April 17th, 2018, 5:47 pm

Alaric wrote:It's the apparent loophole that ordinary shareholders can initiate a compulsory buy back at par that drives the demand for clarifying legislation.


Agree, it is only an apparent loophole. The unfounded, false and/or incomplete premise you so neatly identify [my bold above] brings the whole statement into doubt. Agree, this misapprehension is driving the questionable demands for legislation.

Thanks for your helpful input.

GS

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Re: Preference shares -- keeping it simple

#132887

Postby Alaric » April 17th, 2018, 6:11 pm

GoSeigen wrote:
Thanks for your helpful input.


Are you playing debating tricks again? In the case of Aviva,they claimed that as the only shareholder in General Accident, they had had the right through Companies Act to repay the Preference Shareholders at par. This would have relied on an interpretation that "vote of shareholders" didn't mean Preference Shareholders on their own.

So is it your case that they have this right or can find clever dick lawyers to argue this?

If so then in my opinion and it would appear many others, it needs to be made absolutely clear that they don't.

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Re: Preference shares -- keeping it simple

#132947

Postby Wizard » April 17th, 2018, 11:52 pm

GS

Why do you feel the need to keep posting the same view again and again. We get it, you think it is clear under the law and that preference shares can be the subject of a capital return. Further, you think a change in the law so a preference shareholder vote on such a return is explicitly mandated is unnecessary at best and a threat to Western capitalism at worst. As a holder of these instruments I welcome and value your well informed input, but why keep repeating the same point? Or am I missing something new in your opening post?

Terry.

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Re: Preference shares -- keeping it simple

#132961

Postby GoSeigen » April 18th, 2018, 7:35 am

Wizard wrote:Why do you feel the need to keep posting the same view again and again. We get it, you think it is clear under the law and that preference shares can be the subject of a capital return. Further, you think a change in the law so a preference shareholder vote on such a return is explicitly mandated is unnecessary at best and a threat to Western capitalism at worst. As a holder of these instruments I welcome and value your well informed input, but why keep repeating the same point? Or am I missing something new in your opening post?

Terry.


Terry, playing the man and not the ball is unwelcome here, but thank you for reading and understanding my posts as demonstrated by your accurate summary.

Perhaps you could answer these:

https://www.fixedincomeinvestments.co.u ... #post-2675
HBOS Articles are clear on the rights of the preference shares. Why is a statement from HBOS necessary?

https://www.fixedincomeinvestments.co.u ... #post-2681
Why, as shown in point #3 and #5 is the irrelevant "redemption" still being discussed?

https://www.fixedincomeinvestments.co.u ... #post-2695
Why is the word "cancellation" now an issue? The law is clear about cancellation. Companies have to cancel shares they acquire.

https://www.fixedincomeinvestments.co.u ... #post-2701
Similarly why the obsession with prospectuses? Do we want them to be 3,000 pages long and contain a weather report? They already incorporate the Articles and the Law is the Law; terms defined in law have the same meaning in the Articles. You might, but Mark Taber and others still do not accept this.
In this post Mark again talks about "irredeemable" "prospectus" and "muddles" in the same breath. Further down, his argument does not reflect either what Aviva were saying or a clear understanding of the law -- two months after the event!

https://www.fixedincomeinvestments.co.u ... #post-2703
And I'm sorry but this is just pitiful. These are distinct words with specific meanings. Some are well defined in law. They are part of the richness and power of language and the flexibility of our corporate law. What, are we all meant to be communists now???



I get the impression that people still have not bothered to read the Companies Act, yet are campaigning for that very law to be changed. It's bizarre.

You, Terry, may understand my points but not everyone does -- maybe you could help by querying Mark on these issues since you understand them and are registered on his site. [I'd do it myself but am not registered there.]

It's not good to have an echo chamber where no-one is providing a contrary view.


GS

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Re: Preference shares -- keeping it simple

#132971

Postby Dod101 » April 18th, 2018, 8:28 am

GoSeigen wrote:Why did Aviva "suddenly" discover that they could repay their prefs? Well, for long periods it hasn't been relevant or possible; it is only recently that companies are awash with excess capital AND their preference shares have become painfully expensive and/or useless as capital and are trading far above par. Reduction of capital is intrinsically cooperative: the company, its creditors and its shareholders must all agree it is in their respective interests to repay capital. In most instances all these factors do not coincide, so what Aviva hoped to do is only possible quite rarely. There is IMO no loophole to close to prevent sneaky twisting of the law by crooked legal minds!


I have a few points from a common sense and non technical viewpoint.

!. Mark Taber sounds like an intelligent and well informed guy. Is he therefore being deliberately obtuse, because surely he must be aware of the points you are making? Or does he simply enjoy being a folk hero?

2. Since Pref holders are unlikely to vote for repayment at par, you really mean the ordinary shareholders in your paragraph above or do you mean all shareholders?

3. Irrespective of what the legal position is, Aviva was hardly likely to get away with repaying the Pref holders at par without an outcry considering these were trading at well over par so they appear to have badly misjudged the situation. (I use the word 'repaying' loosely).

4. It might be worthwhile for the issuer to make it clear in any prospectus for Irredeemable Prefs (since the majority of purchasers will not read the Companies Act) that although the word 'irredeemable' is used this does not mean that they can never be repaid, and then it should go on to describe the circumstances in which they might be repaid.

All this of course assumes that GS is correct. I have no interest and am looking at this simply out of general interest.

Dod

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Re: Preference shares -- keeping it simple

#132972

Postby Alaric » April 18th, 2018, 8:36 am

GoSeigen wrote:Similarly why the obsession with prospectuses?


By my understanding at the time Preference Shares are issued, there's effectively a discussion between willing buyers and willing sellers as to the terms of the issue. That includes the rights of the issuer to terminate the issue and on what terms.

You have to accept that an issue which gives a unilateral right of repayment at par to the issuer is priced differently to one which doesn't and you might well expect the coupon or rate of dividend not to be fixed, but be linked to a margin over LIBOR or a Bank of England rate.

The concern about unilateral repayment cannot be understood unless this fundamental point of investor protection is grasped.

Until Aviva's smarty pants lawyers came along it would have been everyone's understanding that Preference Shares as available to retail and other investors had no such clauses. Powers to buy back Prefs at or above market price were however a standard feature, as were winding up provisions ranking Prefs above Ordinaries.

Dod101 wrote:2. Since Pref holders are unlikely to vote for repayment at par, you really mean the ordinary shareholders in your paragraph above or do you mean all shareholders?


Aviva's lawyers seemed to think it meant a single rather than a class vote, hence the controversy when interests of Prefs and interests of Ords were in conflict. EU Law which the UK had supposedly implemented says it should be a class vote.

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Re: Preference shares -- keeping it simple

#132996

Postby GoSeigen » April 18th, 2018, 10:27 am

Dod101 wrote:
GoSeigen wrote:Why did Aviva "suddenly" discover that they could repay their prefs? Well, for long periods it hasn't been relevant or possible; it is only recently that companies are awash with excess capital AND their preference shares have become painfully expensive and/or useless as capital and are trading far above par. Reduction of capital is intrinsically cooperative: the company, its creditors and its shareholders must all agree it is in their respective interests to repay capital. In most instances all these factors do not coincide, so what Aviva hoped to do is only possible quite rarely. There is IMO no loophole to close to prevent sneaky twisting of the law by crooked legal minds!


I have a few points from a common sense and non technical viewpoint.

!. Mark Taber sounds like an intelligent and well informed guy. Is he therefore being deliberately obtuse, because surely he must be aware of the points you are making? Or does he simply enjoy being a folk hero?


Well, I can't answer for Mark, but I can tell you what he told me, which is that he was not immediately concerned about the legalities: first because he was too busy to look into them; second because it was clear from the reaction of professionals who had contacted him that Aviva's action was beyond the pale; and third, because regardless of the rights and wrongs, vulnerable retail investors' interests were at stake and that is the constituency he cares about. I don't criticise him for this, far from it, but those who are interested in the rights and wrongs have the right and responsibility to debate them.


2. Since Pref holders are unlikely to vote for repayment at par, you really mean the ordinary shareholders in your paragraph above or do you mean all shareholders?


I don't think I mentioned votes. Exactly who votes for a resolution, and the required majority is determined on a case by case basis. I'd be happy to comment on a specific case. For Aviva's CU prefs, for example, a special resolution proposing a reduction of capital would have been put to all the shareholders voting together. Terms of other shares may differ.

3. Irrespective of what the legal position is, Aviva was hardly likely to get away with repaying the Pref holders at par without an outcry considering these were trading at well over par so they appear to have badly misjudged the situation. (I use the word 'repaying' loosely).

I agree, they made a miscalculation: quite likely they did not consult their shareholders sufficiently. I doubt we'll ever get the full back-story though so can only speculate. The shares always had the par repayment language: market prices reflected generally low yields, shareholders' discounting of those sections of the terms as unusable, and their belief that prefs could be treated like a super-charged deposit account!

4. It might be worthwhile for the issuer to make it clear in any prospectus for Irredeemable Prefs (since the majority of purchasers will not read the Companies Act) that although the word 'irredeemable' is used this does not mean that they can never be repaid, and then it should go on to describe the circumstances in which they might be repaid.

My observation is that investors decided "irredeemable cannot mean 'not redeemable'" because they started from the assumption or hope -- as you noted, without reading the terms of the shares or the law -- that their shares would offer an endless stream of high dividends, and then they proceeded to bend the world to reflect this misapprehension, first claiming that "irredeemable" means "may never be repaid in any way", and proceeding argumentum ad absurdum to a requirement that the entire law be spelled out in clear detail in the terms of every security ever issued! My first post in this thread is an appeal to fix that backward logic and steer the analysis of this issue towards an open-minded approach based on research.

There is certainly a case that the meaning of "irredeemable" has become widely misunderstood. Yet, a better understanding can be established within a few minutes if the Companies Acts are read and a few share issues compared. True: this word has a specific meaning that is not always spelled out, but so do many other words and phrases in legal documents. As investors in shares we have to be grown up and dig a little bit. Inserting a precise definition "Irredeemable: not redeemable " may help in this particular case, but what of the many other terms which remain undefined but similarly can be understood with a bit of study -- or misconstrued with a modest helping of wilful blindness?

The extent of hand-holding expected is not compatible with the very high level of risk associated with these shares.

All this of course assumes that GS is correct. I have no interest and am looking at this simply out of general interest.


Thanks for your thoughts.

GS

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Re: Preference shares -- keeping it simple

#132998

Postby Alaric » April 18th, 2018, 10:40 am

GoSeigen wrote:For Aviva's CU prefs, for example, a special resolution proposing a reduction of capital would have been put to all the shareholders voting together.


That's exactly the reason why the law should be changed if your interpretation is correct. It removes the rights of Preference shareholders to veto actions with adverse financial consequences to them. That particularly applies in the case of GA Prefs where one shareholder holds all the Ordinary shares.

GoSeigen wrote: and their belief that prefs could be treated like a super-charged deposit account!


Not a deposit account, an undated perpetual security with fixed coupons. Such instruments do not give rights to the issuer to repay at par unless there's an explicit call option.

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Re: Preference shares -- keeping it simple

#133016

Postby GoSeigen » April 18th, 2018, 12:10 pm

Alaric wrote:
Not a deposit account, an undated perpetual security with fixed coupons. Such instruments do not give rights to the issuer to repay at par unless there's an explicit call option.


Completely agree. The issuer has to ask permission by putting a special resolution for reduction of capital (or an ordinary resolution for market purchases) to its shareholders in order to achieve such a thing, if the Articles allow it and they specify par as the preference value.


GS

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Re: Preference shares -- keeping it simple

#133021

Postby Dod101 » April 18th, 2018, 12:47 pm

I think the question of who is be allowed a say in reduction of capital (by way of repayment of the Prefs for example) is fairly obvious. Everyone who is shareholder, whether a holder of the Prefs or the ordinaries, should be given the right if they do not already have it. WE are talking here of the company as a whole and all the shareholders have an interest in that.

If what you say of Mark Taber's views is correct, then I think he is quite wrong to be ignoring the legal niceties, if that is what he is doing. The law is the law is the law. If some people have bought Irredeemable Prefs without fully understanding that they can in certain circumstances be repaid that is their problem. The fact is though that most people will not read the prospectus never mind the Companies Act and so it should maybe be made clear to them that in certain circumstances they can be repaid. If that is what Mark Faber is trying to do that is one thing but if he is trying to have them made truly permanent or unable to be bought out in any circumstances, that is a nonsense.

Dod

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Re: Preference shares -- keeping it simple

#133024

Postby johnhemming » April 18th, 2018, 12:53 pm

I don't want to go round the houses again on this, but I will summarise the key legal points.

1. The basic question is whether or not a class vote is required to reduce the capital of a company and effect the shareholders.

2. EU law indicates that there is generally for multiple classes.

3. Certain pref prospectuses explicitly state that a reduction of capital affecting preference shares abrogates their rights and requires a class vote.

Hence it is clear that there are three types of preference shares under English law.
1. Those which are explicitly redeemable.
2. Those which can be redeemed by a vote of all shareholders in respect of a reduction of capital.
3. Those for which redemption through a reduction of capital requires a class vote.

The EU law implies that now none fall into category 2.

Hence it is merely a question for each preference share as to which category they fit into.

Do not be surprised if I don't get involved in any further debate in respect of this as the situation is very clearly settled.

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Re: Preference shares -- keeping it simple

#133028

Postby Alaric » April 18th, 2018, 1:13 pm

johnhemming wrote:The EU law implies that now none fall into category 2.


Do you think there was ever an intent by issuers and purchasers at issue that there was a type 2? Had there been, it would or should have been priced for the option and so securities with this would have stood out.

Notwithstanding Aviva's assertions to the contrary, I don't believe there was ever an intention that the GA Prefs should operate in this manner.

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Re: Preference shares -- keeping it simple

#133036

Postby johnhemming » April 18th, 2018, 1:50 pm

Obviously the House of Fraser case was type 2. My belief is that the prospectuses were changed for permanents to avoid the House of Fraser situation. There could, however, be type 2 prefs. (ignoring EU law)

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Re: Preference shares -- keeping it simple

#133072

Postby GoSeigen » April 18th, 2018, 4:31 pm

Dod101 wrote:I think the question of who is be allowed a say in reduction of capital (by way of repayment of the Prefs for example) is fairly obvious. Everyone who is shareholder, whether a holder of the Prefs or the ordinaries, should be given the right if they do not already have it. WE are talking here of the company as a whole and all the shareholders have an interest in that.


I agree, and this is the default position established in law, in CA 2006 and before. However the law does specifically allow companies and shareholders to agree otherwise, either relaxing or tightening the rights of class shareholders. Thus you will see that some Articles (not Aviva/CU) specify that the preference share class must have its own vote. LLPC/D for example get their own ordinary resolution.

If what you say of Mark Taber's views is correct, then I think he is quite wrong to be ignoring the legal niceties, if that is what he is doing. The law is the law is the law. If some people have bought Irredeemable Prefs without fully understanding that they can in certain circumstances be repaid that is their problem. The fact is though that most people will not read the prospectus never mind the Companies Act and so it should maybe be made clear to them that in certain circumstances they can be repaid. If that is what Mark Faber is trying to do that is one thing but if he is trying to have them made truly permanent or unable to be bought out in any circumstances, that is a nonsense.


I think he is pushing for the latter, unlikely he'll succeed. He's also trying to elicit statements of intent from larger pref issuers. I've been investing in RBS and LLOY ords, both of which I think will have huge excess capital to deal with, and assume shareholders would not want to see them being held hostage by their pref holders. Perhaps a rash of tender offers will appear soon? Have taken a small position in LLPD as a hedge, but I don't understand the issues here particularly well so it's something of a punt...



GS

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Re: Preference shares -- keeping it simple

#133074

Postby Alaric » April 18th, 2018, 4:51 pm

GoSeigen wrote: assume shareholders would not want to see them being held hostage by their pref holders. Perhaps a rash of tender offers will appear soon?


Had Aviva followed the long established practice of making a tender offer which valued the pref income being given up, this thread would not have to exist. It's because they claimed to have the power to break this with a compulsory repayment at par, that the issue arises.

I hope everyone agrees that offering 100 in exchange for a perpetual income of 8.50 is not fair value in the current context of interest rates.

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Re: Preference shares -- keeping it simple

#133087

Postby Dod101 » April 18th, 2018, 6:01 pm

Alaric wrote:I hope everyone agrees that offering 100 in exchange for a perpetual income of 8.50 is not fair value in the current context of interest rates.


Well I agree with what I think you are trying to say but I do not think you have expressed it very well. Many holders of the Prefs will have paid something more than £100 for them for a start but the fact is that it is today's quote that counts not the historic issue price. Fair value would I think be a price enhanced over the issue price to reflect the current capital value and/or the income stream that was to be expected without the intervention of Aviva. I suppose most holders would think fair value would something above the current market price of the Prefs. Since Aviva backed down, I think we could safely assume that Aviva would try to be a little more subtle or considerate if they pursue this matter.

Personally I think Aviva are or should be entitled to buy out the holders of the Prefs if they are no longer of much value to the company, maybe even compulsorily, but at a value which a Court would consider fair value to the current holders.

Dod

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Re: Preference shares -- keeping it simple

#133088

Postby GoSeigen » April 18th, 2018, 6:03 pm

johnhemming wrote:I don't want to go round the houses again on this, but I will summarise the key legal points.

1. The basic question is whether or not a class vote is required to reduce the capital of a company and effect the shareholders.
[...]
Do not be surprised if I don't get involved in any further debate in respect of this as the situation is very clearly settled.



That's good. I agree it is very clearly settled that in CA2006 "redemption" (s684ff) is not "reduction of capital" (s641ff) and vice versa: point 4 in the OP, which you used to dispute but happily have not this time.

It's also very clearly settled that in CA2006 there are two mutually exclusive and exhaustive categories of shares: redeemable and not redeemable.



Though I note you still use the word "redeem" in a general sense meaning "acquire" or "purchase" which is terribly confusing!!


GS

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Re: Preference shares -- keeping it simple

#133090

Postby GoSeigen » April 18th, 2018, 6:18 pm

Dod101 wrote:Personally I think Aviva are or should be entitled to buy out the holders of the Prefs if they are no longer of much value to the company, maybe even compulsorily, but at a value which a Court would consider fair value to the current holders.

Well, by the (CU) agreement entered into, Aviva are obliged to return nominal plus issue premium plus dividends. No more and certainly no less. This is clearly stated in the terms: market or fair value is nowhere to be seen. Fair value would be a concession, an act of generosity and kindness, or forced out of them by guerilla tactics. Naturally, the Court has no input into the question of fair value.



GS


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