Patrick Hosking: Business commentary
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The business of raising capital by British listed companies is stuck in the age of the carrier pigeon.
It took Bradford & Bingley a nail-biting 96 days last summer to raise fresh equity - an exercise that proved futile anyway. It took HBOS 83 days, and again the sum raised proved inadequate.
During those uncertain weeks, the two banks were particularly vulnerable to speculative attack. Opportunistic short-sellers had a field day at the expense of existing shareholders. In the case of B&B - whose underwriters appeared to regard their promises as entirely optional - the City looked dozy, complacent and worse.
These are exceptional times. It is perhaps dangerous to change the rules governing capital raisings in response to them. But, quite aside from bank-specific problems, the entire equity fundraising industry does need speeding up.
It is absurd that the humdrum business of raising capital should take as long as it does: in 96 days complex mammals like snow tigers and cheetahs go from conception to cub; in 96 days, space probes can get halfway to Mars. Yet drafting a few largely boiler-plate documents and getting the green light from shareholders can take as long.
The authorities have rightly been working on ways to chivvy things along, and the Association of British Insurers has started the ball rolling. None but the biggest rights issues will have to be approved in advance by a shareholder vote, according to revised ABI guidelines. That is quite a sacrifice in theory. One of the most important moderating powers of shareholders is their ability to veto overambitious managements tempted to splurge precious equity.
In practice, no one can remember the last time a major rights issue was blocked, but probably the threat of a “no” vote has helped to curb the more reckless spending plans of company managers.
Most capital raisings right now, however, are not about financing expansion plans but about repaying bank debt, plugging pension deficits and strengthening overstretched balance sheets. But the ABI is right to review the guidelines again in three years. One welcome quid pro quo is that companies availing themselves of the new freedoms will have to put their entire boards up for re-election at the next annual meeting. More personal accountability is a good thing. A plan to cut the subscription period from three weeks to two also looks feasible. Rights issues could soon be done in as few as 16 days rather than the 32-39 common today.
There is one important proviso, however. Companies and nominee firms must not use the tighter timetables as an excuse for excluding private shareholders. It was the fast-track Spanish-style timetable used by Banco Santander in its rights issue last month that left millions of British shareholders out in the cold.
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What is the big rush going to achieve other than to take more short cuts because business is not planning further ahead as it should. Infact the raising of major sums of capital should be extended to 1 to 2 years. This allows for a thorough review of business plans and market changes to reduce risk.
Jim Wills, Brisbane, Australia