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Zeros, warrants and subscription shares

Zeros, warrants and subscription shares

Each month we publish our monthly roundup of news, performance and discount moves in the investment company sector. This section covers zeros, warrants and subscription shares. We’ll update the valuation sheet here at least monthly. Bear in mind that the net asset value numbers that go into calculating the final asset cover may be out of date for funds that invest in assets such as private equity and property.

May Zeros warrants and subscription shares

Comments, New issues and maturities

UIL Finance (UTL) says 11,791,350 2022 ZDP shares (representing approximately 23.6% of the total number of 2022 ZDP Shares in issue) elected to rollover their position into 2028 ZDP shares. Up to 16,213,080 new 2028 ZDP shares will be issued, on the basis of each 2022 ZDP Share converting into 1.375 new 2028 ZDP shares. UIL Finance is proposing to issue up to 8,786,920 new 2028 ZDP shares in connection with an Initial Placing, Intermediaries Offer and Offer for Subscription of these shares. Closing date is 20 April.

Following the announcement on 14 April the company has received further elections from eligible shareholders in respect of a total of 2,639,581 2022 ZDP Shares (representing approximately 5.3 per cent. of the total number of 2022 ZDP Shares in issue). The directors have determined to use their discretion to accept elections made following the closing date and accordingly a total of 14,430,931 2022 ZDP Shares have been validly elected pursuant to the Rollover Offer (representing approximately 28.9 per cent. of the total number of 2022 ZDP Shares in issue). As a result, a total of 19,842,502 new 2028 ZDP Shares will be issued on the basis of 1.375 new 2028 ZDP Shares issued for every 2022 ZDP Share.

Update 22 April: 4,573,763 new 2028 ZDP shares will be issued at 100 pence per share to certain institutional and other investors pursuant to the Initial Issue, raising gross proceeds of approximately £4.6 million. In addition, the remaining 583,735 new 2028 ZDP shares are being acquired by UIL at a price of 100 pence per 2028 ZDP share and will be held by UIL Following admission, the group’s share capital will comprise 84,431,783 ordinary shares, 35,569,069 2022 ZDP shares, 30,000,000 2024 ZDP shares, 25,000,000 2026 ZDP shares and 25,000,000 2028 ZDP shares.

Earlier updates are available here

Definitions

Zero dividend preference shares or ZDPs are shares that will be redeemed at a fixed price at some defined point in the future (provided that sufficient assets are available). Their entitlement to the assets of the company rises in a straight line between their entitlement on issue and their redemption value. They are not entitled to receive dividends. They will usually get paid out before the ordinary shares on a winding up.

warrant is an instrument that gives the holder a right but not the obligation to buy ordinary shares at a pre-determined price (the strike price or exercise price) on a given date or within a range of dates.

Subscription shares are identical to warrants but they are eligible for inclusion in an ISA while a warrant is not.

The ZDP cover ratio / Zero Dividend Preference share cover ratio is an indicator of the likelihood of a split capital company being able to repay its zero dividend preference shares (ZDPs) when they fall due. The method of calculation varies from firm to firm but, for the purposes of producing our monthly sheet on zeros we have adopted the following method.

  1. take the gross assets of the company (based on the latest available net asset value including accrued income) and adding back bank debt
  2. deduct bank debt (unless it specifically ranks below the zeros – but this is unlikely)
  3. deduct the final capital entitlement of any prior ranking zero dividend preference share issues
  4. divide the resultant number by the final capital entitlement of the ZDP issue for which you want to calculate the ZDP cover ratio

Some other measures of ZDP cover try to adjust the calculation for management fees, interest on debt and estimated wind up costs. We think this gives a spurious accuracy (since it is hard to forecast some of these expenses) to what is really only just a rough guide to whether the zero will easily be repaid out of available assets when it falls due.

Gross redemption yield or GRY is a measure of the rate of return offered by an investment up until the date it matures. It is usually expressed as an annualised percentage – a bit like an interest rate. NB, as ZFPs near maturity, annualised GRYs can get a bit distorted – also dealing costs (which our sheets do not factor in as they vary) become more of an issue.

There are two discount/premium columns in the valuation sheet. The first “price/exercise (discount)/premium” is looking at how far in or out of the money the warrants or subscription shares are. The second, additional column “price+warrant or sub share price / exercise discount/premium” is looking at whether it make sense to buy these warrants or the subscription shares at their current price.

 

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