Wednesday, June 27, 2012

In a lighter vein..

The following post has a lot of entertainment value and should not be taken too seriously!!

BSE, NSE announcements are a great source of getting information and generating ideas. However, sometimes, companies come out with hilarious announcements. Check out this one from Madras  Fertilisers, which a reader shared with me..

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Who says auditors do not have a sense of humour!! :-)


Recently, I came across another, rather value-adding announcement, which is as follows:

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From this announcement, i learnt the following things:

  1. Numerology is important. 
  2. Numerology can be applied to alphabets also, even though they are not numbers. 
  3. A company can appoint a numerologist. So like a Company Secretary, there can be a Company Numerologist.
  4. The name of a company affects the performance of a company. So, probably, Microsoft will do better if its renamed Microsoftt.
A lot of my analyst friends applied their creativity to this event (ya, analysts can be creative and funny too!) and the following jokes started floating around..

  1. The company now has AA rating. They should further try for a AAA rating :-)
  2. Maybe they can add F in the beginning of the second word.
  3. The company people should consult a neurologist, before consulting a numerologist!
I think its obvious that I had nothing better to do today! But a bit of fun is always good..
And the market is one place where one can have lots of fun. Its never boring!

Cheers and happy (funny) investing!!



Disclaimer(s)!! (although I dont think they are necessary in this case!!)
1) All the posts on this blog, including this one, are for educational and discussion purposes only.
2) I post articles on individual stocks as well as varied topics like behavioural finance, industry analysis etc. None of the material posted should be regarded as advice to buy/sell any stock. My articles are not recommendations to buy/sell individual stocks, and should not be construed as any form of investment advice.
3) I may have positions in stocks discussed. As a professional advisor, I advise clients regarding investments. They also may or may not have positions in stocks discussed, depending on their decision. 
4) PLEASE DO NOT TAKE BUY/SELL OR ANY INVESTMENT DECISION BASED ON ARTICLES YOU READ ON THE BLOG. These are only meant to provide information and initiate discussion. Final decision is and always should be, yours and only yours!

Wednesday, June 20, 2012

Sundaram Clayton Demerger - Some Clarifications

I had written about the amalgamation-demerger scheme between Sundaram Clayton (SCL), Anusha Investments (AIL), TVS Investments (TVSIL) and Sundaram Investments (SIL) a few days ago. I had highlighted a questionable corporate governance action in that post.
I got a number of emails, asking queries about the demerger. Seems like there is a bit of confusion about how the scheme has been interpreted/understood by people. So, here are some clarifications about the same.

What is the entire scheme?

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What will happen due to the scheme?

  1. AIL (along with the TVS Motor stake) will get amalgamated with SCL and will stay in SCL itself. Nothing related to AIL is getting demerged. Since its a wholly owned company anyway, this has no effect on the financials.
  2. Existing shares of SCL will get cancelled. For every 2 of existing SCL shares, you will get 1 share of SCL and 1 share of SIL (all FV remain same)
  3. As a result, the number of shares in SCL's share capital will become half, from 3.8 cr shares, to 1.9 cr shares, FV Rs.5.
  4. The shares of SIL will not be listed. Instead, an exit option at Rs.48 per share is being provided (as detailed in previous post)
  5. Shares of SCL will be listed.
  6. % shareholding of everybody remains the same.


Is Rs.48 per share a fair exit for SIL shareholders?

In my opinion, it is a fair and generous exit being given to SIL shareholders. SIL will be essentially an investment company, with some investments which are not doing well (like TVS Electronics) and which will have very low dividend paying ability. SIL will have capital of 1.95 cr equity shares of Rs.5 each. At Rs.48, thats a valuation (market cap) of Rs.94 cr which is being provided to the shareholders of SIL.
If SIL were to be listed, looking at its financial position, I do not think that it will receive the same stock price (Rs.48) or market cap (Rs.94 cr). Shares of such holding companies remain listed at huge discounts. Hence, its my personal opinion that the shareholders of SIL are being given a more than fair deal.



Then whats my problem with the scheme?

The problem I had and which i mentioned in the previous post is about who is paying this money for exit, to SIL minority shareholders. Its not the promoters. Its a (indirectly) wholly controlled subsidiary of SCL itself, which is paying. So nothing goes out of the promoters pockets for gaining virtual 100% control of SIL. To be fair, the amount involved is relatively smaller, about 19 cr (20% of SIL).


Other points

  1. Since there is share capital restructuring happening in SCL, in my view, SCL will get delisted for a few days.
  2. When SCL relists again, its number of shares will be half of those at present. So, its EPS will become double. Hence, the price should also become double. I think SCL should be in the 275-325 range once it lists, if its at CMP till ex-date. (Please dont be happy..even though the price might double, your number of shares will become half..hence there will be no impact on the total value).
  3. The option being given to SIL shareholders is to either take an equity share or take a redeemable preference share of SIL. In my view, it makes most sense to opt for the equity share instead of the debenture, in case you are a shareholder of the SCL on record date. (I am not a shareholder of the company as on date, I have yet to complete my research on this special situation fully. I may or may not buy the shares in future).
I hope this post gives a bit more clarity on the scheme. In my earlier post, i had given greater emphasis on the corporate governance angle, rather than the scheme structure. Please do raise queries you might have or point out any errors you think I might have made. I will try my level best to resolve them.

Cheers and happy investing...


Disclaimer(s)!!
1) All the posts on this blog, including this one, are for educational and discussion purposes only.
2) I post articles on individual stocks as well as varied topics like behavioural finance, industry analysis etc. None of the material posted should be regarded as advice to buy/sell any stock. My articles are not recommendations to buy/sell individual stocks, and should not be construed as any form of investment advice.
3) I may have positions in stocks discussed. As a professional advisor, I advise clients regarding investments. They also may or may not have positions in stocks discussed, depending on their decision. 
4) PLEASE DO NOT TAKE BUY/SELL OR ANY INVESTMENT DECISION BASED ON ARTICLES YOU READ ON THE BLOG. These are only meant to provide information and initiate discussion. Final decision is and always should be, yours and only yours!

Thursday, June 7, 2012

Sundaram Clayton Demerger - Not so Sundar?

Sundaram Clayton is going through a demerger. The scheme, which can be found here recently received shareholder approval.

Now all of us have certain impression about various promoter groups; about their ability, about their integrity, about the way they treat the minority. So if I say Essar Group, you will probably say bhaago! You wont say that if I mention the TVS Group (corrected), right? They have been generally known for their integrity. However, the current demerger in Sundaram Clayton (promoter holding 80%) may change one's impression/opinion about the Group. Lets take a look at what is happening here..

The Demerger

The entire scheme of amalgamation & demerger is as follows:

1) Anusha Investments Ltd (AIL), a wholly owned subsidiary of Sundaram Clayton Ltd (SCL) will be amalgamated with SCL. (So, no dilution, no change in shareholding)
2) The 'non-automotive business' of SCL will be demerged and put into Sundaram Investments Ltd (SIL), which is currently a wholly owned subsidiary of SCL.
3) SCL's entire existing equity capital will be cancelled. For every 2 shares you hold in SCL, you will get 1 equity share of SCL and 1 equity share of SIL or 1 redeemable preference share of SIL, depending upon what the shareholder chooses. (Everything of same face value). In effect, the number of equity shares of SCL will become half. % shareholding of all parties will remain same in both companies.
4) The resulting company, SIL, will not be listed. Instead, an exit option will be provided to both the equity as well as preference shareholders of SIL. Equity as well as preference shareholders will be given an exit at Rs.48 per share of SIL. Exit will be given by Sundaram Engineering Products Services Ltd (SEPSL), another group company.

There are some weird things here, sure. But there are a couple of things which I found disturbing. Lets see what these issues are..

Issue 1: Delisting without Reverse Book Building

Shareholders of SIL (the resulting company) will be given an exit option. Now, they will have to take this option, since the shares are not going to be listed. So effectively, the result will be that there will be no non-promoter shareholders in SIL. There are 2 points which one might find objectionable here..
1) The entire non-automotive business is effectively getting delisted, without any reverse book building process. (Since this is being done through an approved scheme).
2) This will happen at a pre-decided price of Rs.48 per share. Now, the question is, whether this is a fair price? This is based on an independent valuation report, which has not been shared with the shareholders. But the point is that the minority shareholders have no say in the matter, which is against the basic funda of delisting.
Now the other side of the coin.. One can say that, anyway, holding companies such as what SIL will become, do not get proper discounting and valuation in the market. They quote at very very low valuations, as low as 5-10% of the value of their holdings. So, by giving an exit at a price which is at least higher than this, the management is actually doing minority shareholders a favour! Depends on what point of view you have!

Issue 2: Who pays for the exit (delisting)

When a company is delisted, the promoters pay the minority shareholders to acquire their share and have full control over the company. Logically, in case of the resulting company SIL, when the exit is being provided to the minority investors (who will hold 20%), it is the promoters who should be paying for this exit out of their own pockets. However, in this case, SEPSL will be paying the minority for the exit. Lets see who owns SEPSL.

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So in effect,
1) SEPSL is indirectly held fully by SCL. So at the group level, its SCL who is paying the minority for their exit from SIL. Sooo after the exit, 80% of SIL will be held by the promoters, while 20% will be held indirectly by SCL, in which promoters hold 80% anyways.
2) So effectively, promoters are getting 100% control of the non-automotive business of SCL, without paying a single rupee from their own pocket. Illegal? nope.. Ethical? I wont say so!

To conclude.. although in this post, I have not discussed whether there is a money making opportunity in SCL currently (i will keep that to myself!!), what disturbed me is that a group like TVS (corrected) is doing something questionable, in a totally opaque sort of way. Not a very good sign at all. Just goes to prove that due diligence is a must, irrespective of the overall reputation and impression of the management in question. (A little part of me honestly hopes and wishes that i am wrong about this..such things are not expected from the TVS Group (corrected))

Cheers and happy investing!!


Disclaimer(s)!!
1) All the posts on this blog, including this one, are for educational and discussion purposes only.
2) I post articles on individual stocks as well as varied topics like behavioural finance, industry analysis etc. None of the material posted should be regarded as advice to buy/sell any stock. My articles are not recommendations to buy/sell individual stocks, and should not be construed as any form of investment advice.
3) I may have positions in stocks discussed. As a professional advisor, I advise clients regarding investments. They also may or may not have positions in stocks discussed, depending on their decision. 
4) PLEASE DO NOT TAKE BUY/SELL OR ANY INVESTMENT DECISION BASED ON ARTICLES YOU READ ON THE BLOG. These are only meant to provide information and initiate discussion. Final decision is and always should be, yours and only yours!