Investors have snapped up stock in a new type of hybrid security
that has made its appearance in the Australian investment market
during the past couple of months. The appeal of these "mandatory
convertibles" lies in their high yields and the strength of the
groups issuing them but, like all hybrids, they are complex
instruments and may hold some surprises for the unwary.
Investors looking for high yields should take some time to get
to know mandatory convertibles because investment bankers say there
are more on the way.
What they should pay particular attention to is whether the
distributions are franked or unfranked. If the distributions are
franked, investors may face delays in realising the value of their
distributions.
And they should look closely at the conversion and transfer
conditions. Mandatory convertibles are supposed to convert to
ordinary shares in the issuing company at a future date but there
are provisions for getting cash back instead of shares. These
conditions may vary.
Three issues of mandatory convertibles have come to the market
this year. Macquarie Convertible Preference Securities pay a fixed
rate, set at 3.5 per cent over the bill rate at the date of issue.
That rate has been set at 11.095 per cent.
Suncorp Convertible Preference Shares are floating-rate
securities priced at a 3.2 per cent margin over the 90-day bank
bill rate (currently 7.7 per cent) at each distribution date.
Westpac Staples Preferred Securities are also floating-rate
securities, priced at a margin of 2.4 per cent over the 90-day bank
bill rate at each distribution date.
Hybrid structures are an outcome of changing regulatory, tax,
accounting or ratings rules.
They are called hybrids because they have the characterstics of
both equity and debt. One investment banker - Citigroup's head of
hybrids, Fraser Todd - describes them as dynamic and flexible
investment securities.
In this case, the Australian Prudential Regulation Authority
established some criteria in 2006 for a class of capital
instruments that could be counted as part of a financial
institution's regulatory capital. Among the conditions set by the
authority, these instruments have to be convertible to ordinary
shares.
Macquarie CPS convert to Macquarie Group ordinary shares in June
2013, the Suncorp conversion date is also in June 2013 and
Westpac's is in September 2013. Many private investors have put
their money into these hybrids to earn a yield and want their cash
back later. They are not interested in holding stock in the company
issuing the hybrids.
All mandatory convertible issues make a provision for what is
called a transfer mechanism to give investors their cash back
rather than shares at the conversion date. For example, the product
disclosure statement for Westpac's Stapled Preferred Securities
says: "On the mandatory conversion date it is expected that the
Westpac SPS will be either converted into ordinary shares or
transferred to a nominated party for $100 cash per Westpac
SPS."
What this means is that Westpac has put a mechanism in place to
give investors cash instead of shares when the conversion deadline
arrives. But will that happen? No one knows.
The head of hybrid capital at Deutsche Bank, Rupert Daly, says:
"Investors won't know until year five. The bank will make a
decision as the conversion date approaches."
Deutsche was the adviser to Westpac on the structuring of its
Stapled Preferred Securities. Daly says: "In all expectation, a
transfer notice will be issued. The issuer wants to make sure the
investors are appropriately managed. The issuer will want to ensure
that it can keep doing these kinds of instruments."
Another issue for investors is the way distributions are
paid.
Westpac and Suncorp are paying franked distributions; Macquarie
is not.
When investors think of shares the mention of franked dividends
makes their eyes light up. It means they are getting tax-effective
income.
It works a bit differently with hybrids. In the case of Westpac
SPS, the distribution rate is 2.4 per cent over the bill rate
(currently 7.7 per cent), so investors get a yield of 10.1 per
cent.
Because the distribution is franked, only 70 per cent of the
distribution is paid in cash and the balance is paid in the form of
a franking credit. That franking credit provides the investor with
a tax deduction and a refund on any excess credit, so the 10.1 per
cent yield is achieved. But investors may have to wait up to a year
to claim their franking credits.
An unfranked distribution, such as the one being paid on the
Macquarie Convertible Preference Securities, provides cash in the
hand for the full amount of the distribution. Because there is no
delay in realising full value, it is a better deal.
The head of hybrids at National Australia Bank's investment
banking division nabCapital, Nicola Monteiro, says: "Investors need
to understand that a franked distribution means they will receive
70 per cent in cash and then wait to claim their franking credit.
Investors have come to think of franking as a good thing but not in
this case."
Citigroup's Todd says: "Technically, if you look at the time
value of money, a gross distribution has a higher value. But
different investors have different needs."
Deutsche's Daly says: "The majority of hybrid deals over the
years have had franked distributions. The credits are fully
refundable. We have not seen any adverse reaction."
MANDATORY CONVERTIBLES
Issuer Westpac Macquarie Group Suncorp
Security Stapled Preferred Sec Convertible Preference Sec Convertible Preference Sec
ASX code WBCPA MGCPA SUNPB
Distributions Fully franked, floating rate, Unfrank, fixed, 3.5% above Fully franked, floating rate,
2.4% above bank bill rate bank bill rate at - 11.095 3.2% above bank bill rate
Conversion September 26, 2013 June 30, 2013 June 14, 2013