Lloyds Rights Issue: Why ~4 to 3 and not 3 to 2?

I made a confident prediction yesterday that Lloyds would price its rights issue at 33.13p.

In fact the rights are being priced at 37p.

How and why did Lloyds arrive at this price?

I first saw a calculator on Tomorrow’s World when it was so valuable it had to be guarded. The programme claimed that such devices would eventually cost less than £5. Everyone scoffed. Of course they understated their case. Today I have a calculator included in my PC at an additional cost to me of effectively nothing – if it didn’t exist I’m sure I could download some freeware.

So, luckily I can easily check Lloyds’ figures.

First off, let’s see what’s accurate and what isn’t.

The various reports e.g. on Yahoo! are traceable back to this statement from Lloyds.

1. 37p is accurate

Lloyds provide the following data:

Number of Ordinary Shares to be issued by Lloyds Banking Group pursuant to the Rights Issue…. 36,505,088,579

Expected gross proceeds of the Rights Issue receivable by Lloyds Banking Group…. £13,506,882,774

The proceeds divided by the number of new shares to be issued is precisely 37p.

2. 1.34 is not accurate

Lloyds provide the following data:

Number of Ordinary Shares in issue as at the date of this announcement… 27,161,682,366

Number of Ordinary Shares to be issued by Lloyds Banking Group pursuant to the Rights Issue…. 36,505,088,579

The number of new shares divided by the number of existing shares is in fact 1.3439921757…

I confess myself slightly baffled, since I can’t find a more detailed statement from Lloyds.

Is there a rounding error? But to issue more shares than implied by the 1.34 entitlement per existing share would imply rounding the millions of small shareholders’ entitlements up, whereas I would expect the number to be rounded down (you can’t have part of a right).

3. What is the discount to TERP?

The 3rd November Prospectus defined the TERP as follows (p.240):

“Theoretical Ex-Rights Price or TERP:

the theoretical ex-rights price of an Existing Ordinary Share calculated by reference to the volume weighted average price on the London Stock Exchange’s main market for listed securities of an Existing Ordinary Share on 23 November 2009″ [my stress]

Today’s statement says this:

“The Issue Price represents a discount of 59.5 per cent. to the Closing Price of the Company’s Ordinary Shares on 23 November 2009 (being the latest practicable date prior to the publication of this announcement) and a discount of 38.6 per cent. to the theoretical ex-rights price based on this Closing Price.” [my stress]

Yahoo! gives yesterday’s closing price as 91.47p, but, as can be seen from the graph in my post yesterday, it seems “the volume weighted average price” of Lloyds shares yesterday must have been maybe 90.7p.

At 90.7p, the total value of the existing shares is (27,161,682,366 * 0.907) = £24,635,645,906.
Add in the £13bn net being raised and divide by total number of shares after the rights issue (all in millions): £37,636/(27,162+36,505) gives TERP = 59.11p.
37/59.11 = 0.626, so on this basis the discount to TERP is only 37.4%, outside the range they gave of 38-42%.

Why 37p, then?

It seems Lloyds have been very bullish on the rights issue price.

Maybe they’re right – the shares right now are trading up more than another penny at 92.73p, according to Yahoo!

But a company’s share price is an arbitrary value. What matters is how many shares you have multiplied by the share price.

It seems to me that it is in shareholders’ interest to price rights issues as low as possible. This makes it much less likely that a rights issue will fail, because the rights will have more value. This in turn will reduce the underwriting fee. As I pointed out a while back, the underwriting fee is not a trivial sum.

I can only explain a desire to price the rights at a higher price than necessary in psychological terms – macho posturing, perhaps.

I still don’t expect this to happen in the case of this rights issue by Lloyds, but the risk is that the normal effects of trading I described yesterday depress the share price and hence the rights price so much that the rights become effectively an option to buy the shares. Shorting the stock (and buying the rights) then becomes an attractive trade, since, if the rights issue fails, the new shares that would have been bought in the rights issue have to be sold in the market by the under-writers. This depresses the price further, added to the speculators’ profits. Of course, it also undermines confidence in the company itself, further depressing the share price…

The reason this won’t happen with Lloyds is I don’t believe the issue is so much underwritten as that commitments to take up rights have been obtained from the holders of the majority of the shares (possibly of a large majority). I suspect Darling’s 43% (discussed previously) is not the whole story.

I wasn’t expecting a twist in the story quite so soon! Let’s hope everything goes smoothly…