Question 1
Case Stimulus
Kola Plc. is a large listed company involved in two business sectors. Its main business is in the production of food and drink for supermarkets and other large traders. It also owns a chain of restaurants nationwide. Kola’s Board of Directors (BoD) think that the company is undervalued and is of the opinion that it should focus on the rapid innovation taking place in the food and drink production sector. Therefore, Kola’s BoD has decided to unbundle the restaurant business into a company called ZK Ltd and Kola Plc can either spin-off or sell ZK Ltd after the demerger so that Kola Plc can focus on its remaining business of food and drink production. Initially, Kola Plc’s shareholders will own ZK Ltd on the basis of owning one ZK Ltd share for every Kola Plc share owned by them. MK Ltd is a large unlisted company controlled by 20 shareholders who all have a significant stake in the business. MK Ltd owns a number of hotels around the country and is looking to diversify into the restaurant business. MK Ltd has approached Kola Plc about the possibility of purchasing ZK Ltd. MK Ltd will finance the purchase either through a cash-only offer or a share-for-share offer. If ZK Ltd is demerged, it will be listed on the stock exchange as an independent company. Kola Plc is unsure whether to sell ZK Ltd to MK Ltd or demerge it into an independent company. Extracts from Kola Plc’s financial statements are as follows: NM Assets less current liabilities 5,010 Financed by: Share capital (nominal value N0,50 per share) 1,000 Reserves 1,180 Non-current liabilities: Loan notes A (nominal value N100 per loan note) 2,470 Non-current liabilities: Loan notes B (nominal value N100 per loan note) 360 Kola Plc’s shares are trading at 2.45 each and have an equity beta of 1.3. The part of the business which will become ZK Ltd accounts for 24.5% of Kola Plc’s total equity value. Kola Plc’s loan notes A currently have a total market value of 2,100m. Loan notes B currently have a total market value of 400m. The pre-tax cost of debt has been determined at 4.3% for loan notes A and 4.1% for loan notes B. After the unbundling, loan notes B will be serviced by ZK Ltd and loan notes A will remain with Kola Plc. but the pre-tax cost of debt for both will increase by 0.3%. It is expected that ZK Ltd will maintain its capital structure after the unbundling. MK Ltd’s debt to equity ratio is estimated to be 40:60 in equivalent market value terms and it has 1,200 million shares in issue. The restaurant industry is dominated by Yani Plc, a large listed company which owns many restaurants around the country. The average equity beta for the restaurant industry is estimated at 1.38. The average debt equity ratio in the restaurant industry is 20:80. All companies pay corporate tax at a rate of 20% per year and tax is payable in the same year as the profits it is based on. The risk-free rate of return is estimated at 3% and the market risk premium at 7.2%. The following estimated information will be applicable to ZK Ltd if it is demerged. Kola Plc’s sales revenue is 4,500m currently, of which 20% is attributable to ZK Ltd. It is estimated that after ZK Ltd is demerged, its annual sales revenue growth rate will be 6% and the profit margin before interest and tax will be 21% of sales revenue, for each of the next four years. It can be assumed that the current tax allowable depreciation will remain equivalent to the amount of investment needed to maintain the current level of operations, but that ZK Ltd will require an additional investment in assets of 0.25 for every 1 increase in sales revenue. After the initial four years, the annual growth rate of the company’s free cash flow is expected to be 2.5% for the foreseeable future. The following estimated information applies to the acquisition of ZK Ltd by MK Ltd, if ZK Ltd is acquired. The average price earnings (PE) ratio for the hotel industry is 15.61, however, MK Ltd’s PE ratio is estimated to be 10% lower than this. Extracts from the current statements of profit or loss applicable to MK Ltd and ZK Ltd are as follows: MK Ltd ZK Ltd N’M N’M Profit before Interest and tax 305.0 161.2 Interest (91.2) (14.8) Tax (20%) (42.8) (29.3) Profit after tax 171.0 117.1 After the acquisition, it is expected that the PE ratio of the combined company will be midpoint between the two individual companies’ PE ratios. The annual after-tax profits will increase by 62m due to combination of the two companies. MK Ltd has proposed to pay for acquiring ZK Ltd either through a cash offer of 0.66 for a ZK Ltd share, or one MK Ltd share for every three ZK Ltd shares. MK Ltd will borrow the money needed to pay for the acquisition.
Requirements
(a)
Estimate the value of each ZK Ltd share if it is demerged and listed as an independent company. Note: (Calculate to nearest 1 million except per share data that should be done to two decimal places).
(i)
the additional equity value created when combining MK Ltd and ZK Ltd.
(ii)
the percentage gain to each of MK Ltd’s and ZK Ltd’s shareholder group under each payment method.
(iii)
the impact of MK Ltd’s capital structure under each payment method.
(c)
Evaluate the financial and other factors that both MK Ltd’s shareholders and ZK Ltd’s shareholders would consider prior to agreeing to the acquisition, and the impact of MK Ltd’s capital structure under each payment method.
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