Tuesday, June 5, 2012

YTL Corp offering YTLP - WB shares to its shareholders - any catch?

I received a question on the potential rationale for YTL to offer YTLP - WB shares to its shareholders at a ratio of 1 warrant share for every 15 shares held. The offered price is RM0.20 per warrant which is a substantial discount from its current traded price of RM0.415.

My opinion:
  1. Subscribe as it is a discount to the traded price anyway. You have 2 options after the subscription - sell it or exercise it. The warrant is in the money. Or about there, depends on timing.
  2. As in my earlier opinion, YTL selling the warrants are due to they are not interested to exercise the shares as doing so would increase the debt of the parent anyway. As it is, the Group is already heavily geared with around RM24 billion in debt. It does not mean that the company is in trouble but they are more interested to reduce their debt at this moment of time rather than increase the gearing.
  3. The cheaper offering may not mean that YTLP-WB current share price will be largely affected as YTL Power's current price is decently attractive. My take is that since they are to announce the warrant offer (shareholders will not know this until they announced), the slow drop in YTL Power's shares are probably due to this as it is the intention of YTL Corp to dispose off the warrants. They want to have a low and attractive price to allow shareholders to take up. If the price is not low, nobody would care to take up anyway.
  4. Disposing off the market would look bad on the group, much more difficult and almost impossible. Hence, it looks good by doing a one off exercise such as this. At least on paper.
  5. By offering the warrants, they are obviously asking you to exercise the shares as they need more cash. YTL Corp is not going to do the exercise.
  6. This exercise as below, will allow YTL Corp to realise immediate gain of RM55.6 - RM60.2 million as announced below. YTL Corp's original costs was RM0.1185 per share. Why Not for them?
As published in the announcement:

RATIONALE FOR THE PROPOSED ROS

The Proposed ROS is undertaken by YTL Corp with the intention of rewarding its shareholders by offering YTL Power Warrants to the Entitled Shareholders at a discount to its prevailing market price. Further, the repayment of borrowings from the proceeds of the Proposed ROS is expected to give rise to interest savings to the YTL Corp Group.

UTILISATION OF PROCEEDS FROM THE PROPOSED ROS
1 The total cash proceeds to be raised under the Proposed ROS cannot be determined at this juncture as it will be based on the actual number of Offer Warrants subscribed for by the Entitled Shareholders and/or their renouncees.

2 Based on the Offer Price and assuming full subscription of the Offer Warrants by the Entitled Shareholders and/or their renouncees, YTL Corp expects to raise cash proceeds from the Proposed ROS of approximately RM136.5 million and RM147.7 million under the Minimum Scenario and Maximum Scenario, respectively.

3 The proceeds from the Proposed ROS, after deducting expenses in relation to the Proposed ROS (the quantum of which have yet to be determined at this juncture), will be used to repay bank borrowings of the YTL Corp Group and is expected to be fully utilised within 12 months from the completion of the Proposed ROS.

EFFECTS OF THE PROPOSED ROS
1 Share capital and substantial shareholders’ shareholdings
The Proposed ROS will not have any effect on the issued and paid-up share capital of YTL Corp and the shareholdings of its substantial shareholders in YTL Corp.

2 Earnings per share (“EPS”)
The Company’s average cost of investment for each YTL Power Warrant is RM0.1185. Based on the Offer Price and assuming full subscription of the Offer Warrants by the Entitled Shareholders and/or their renouncees, YTL Corp expects to realise a gross gain from the Proposed ROS of RM55.6 million and RM60.2 million under the Minimum Scenario and Maximum Scenario, respectively. The gross gain will increase the EPS of YTL Corp by approximately 0.54 sen under both the Minimum Scenario and Maximum Scenario. Upon the exercise of the YTL Power Warrants by Entitled Shareholders and their renouncees who have subscribed for the Offer Warrants, the earnings contribution from YTL Power to YTL Corp will be diluted. Nevertheless, this dilution will not have any impact on the earnings of the YTL Corp Group for the financial year ending 30 June 2012 as the Proposed ROS is expected to be completed after 30 June 2012. Upon completion of the Proposed ROS, the dilution is not expected to have a material effect on the earnings of the YTL Corp Group.

No comments: