Monday, June 25, 2018

Why a debt to equity option for retail investors is not right - Hyflux

Approaching a pretty banker, he muttered in a husky voice " Hi, my friend told me about a 18% pa product that he bought from the bank. Something like I-U-ME-Later...." he asked eagerly. "
Oh, pls complete this form.
"Sorry, your risk profile is very low and your knowledge of investing is practically nil. I think a one-year fixed deposit is most suitable for you."She said.
Ok, i think we are not fated, guess i will go to somewhere else to grow my money then...." he muttered softly..

After the mini bonds saga in 2010, more protection for retail investors were put in place. The Monetary Authority of Singapore (MAS) required all investment products to be rated for relative complexity and risk. See this link for more details. Retail investors had to take a risk profiling assessment to see if the product offered by the bank is suitable .
Disclaimer: I am not an investment advisor. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

Why did the retail investors GULP Hyflux?

In 2011, about 20000 retail investors, mainly mom and pop and retirees, many of whom used their Central Provident Fund bought the preference shares (N2H) of Hyflux. Preference shares were a relatively new concept in Singapore. If i am not wrong, OCBC with their 5.1% NCPS 100 was the first publicly listed company in Singapore to offer this to retail investors in 2008. DBS was next in 2010.  ( I base this on the list of such listed NCPS in SGX and found OCBC to be the earliest)

Given the ultra low interest rates in 2011 due to the financial crisis, to borrow the phrase from Business Times, retail investors "GULPED down " with their CPF monies.
In 2016, given the continuation of the low interest rates, new retail investors and some old ones also, totaling about 20,000 " GULPED down" with their CPF monies for the newly issued perpetual securities (BTWZ). In fact, they "GULPED down" so much, the original $300 million "GULPED down" has to be increased to $500 million to satisfy the lack of investment opportunities to grow their money.

The much hyped fanfare of the opening of Tuaspring," being Singapore's first" , "largest desalination plant in South East Asia" and " one of the world’s largest UF installations in a desalination plant" only added to its allure.

Whoever mentioned about a debt to equity for Hyflux ?

To be clear, i don't think a debt to equity option has been mentioned by Hyflux at this point.
I think what most people expect at this time is a cut in coupon or maybe a temporary stopping of coupon to tide Hyflux over this unfortunate incident.

A debt to equity means converting how much one is owed into shares of the company at a certain price.

However, the following outcomes for other SGX listed companies in trouble, sure doesn't put one at ease that this will be totally ruled out.


Why a debt to equity option for retail investors is not right?

Reason 1- Complexity
Preference shares and perpetual securities are accounted in the financial statements under equity.
However, when you think of it, people ( or at least to the retail investors of the N2H and BTWZ) expect it to be a debt.

It gets so complicated and technical that headline numbers seem to consider it a debt at some time or equity at another time depending on how nice it would make the numbers look.

When it is considered equity that makes the gearing lower



When it is considered debt that makes the NAV per share higher



I am not finance-trained and i do not want to even calculate what is the right gearing and right NAV per share to do a comparison.

To be fair, if retail investors were to read the annual report very very deeply, there will be explanations as to how they define the gearing, or what were used and what were not used in the calculations.

But touch you heart and tell me is this reasonably expected of a retail investor who comprise of mom and pops, retirees or people who were turned away from banks due to their low risk profiling?

Reason 2 - Risk Profile

I think in the recent news about Hyflux, it was mentioned that there were in total 34000 retail investors in N2H and BTWZ and another 16,000 who invested in the ordinary shares. The headline numbers should not be 50,000 retail investors ( as stated by some media) as some 16,000 investors in ordinary shares would have also invested in BTWZ and N2H.

Assuming the unlikely scenario that ALL 16,000 ordinary share investors invested in N2H and BTWZ, that would make about (34,000 - 16,000) 18,000 retail investors in N2H and BTWZ who do not own Hyflux ordinary shares.

Now, this 18,000 retail investors would  likely be those risk-adverse sort who shun shares ( thats why they didn't buy the ordinary shares) and would probably fail the risk profiling from a bank, like the dude in the fist paragraph that tried to buy an accumulator with a husky voice.

If their preference shares and perpetuals are indeed converted into ordinary shares, this would be akin to a risky product shoved down their throat against their risk profiling!

Conclusion

I think it is morally wrong to subject N2H and BTWZ investors to a debt to equity deal. These are retail investors who include retirees, mom and pops who are not financially savvy, unlike those investors who can afford the wholesale bonds of Nam Cheong, Ezion, Noble e.t.c.

Mini bonds saga involved banks, foreign companies and 10,000 investors who were not able to use their CPF to buy the "bonds". This was set against a backdrop of a Global Financial Crisis, where Singapore is a price-taker in the international stage. 

This Hyflux fiasco involves 34000 preference and perpetuals and 16000 ordinary shareholders, against a backdrop of a booming economy, where the company involved is local with a majority of local contracts. 

I urge the stakeholders to exercise " heart" in their decision.

Further reading
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question
4) Hyflux-Treatmeat of perpetual share holders- Ezion
5) Hyflux - loans and borrowings - Pacific Radiance
6)A happy ending for retail perpertual securities holders - Tiger Air and Hyflux
7) The Very Curious Case of Sharebuybacks- Hyflux
8)What did the founder/Chairwoman/CEO do to help hyflux throughout the years
9) Moving forwards at the Townhall meetings with Hyflux - Part 1
10) Moving forward at the Townhall meeting with Hyflux - Part 2
11)The Lucky Accredited Investors of Hyflux's Perpetual Securities - Part 3
12) The Peculiar Case of HyfluxShop - Question 12 
13)Uncovering the Real Motivations Behind the HyfluxShop 
14) High Level Staff Movement Indication of Red Flags -Hyflux
15)An industry comparison of Hyflux compared with its peers - Question 15
16)What other Water Companies did that Hyflux didn't - Question 16

Saturday, June 23, 2018

What Other Water Companies Regularly Did But Hyflux Never Did - Hyflux - Question 16

"I took my suppliers out for an event and i spent $XX,000 on my XXX credit card...." says my wife. Discontent immediately filled me and i retorted " Why didn't you use the YYY credit card, i painstakingly labelled the cards for each specific purpose, you have basically lost many krisflyer miles, enough to take a free saver ,return business class to New York!"

"You shut up! You lost many multiples more in Hyflux!...." . With that, i retreated into my Man-Cave.....knowing full well i could never raise my head up high in this household again, unless of course, i got back my money. My ever faithful three-year old wingman followed me behind.

Disclaimer: I am not an investment advisor. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

Sources of funds
Companies have many ways to raise fund.
They can:
1) Borrow from bank
2) Issue bonds, preference shares and perpetual securities
3) Director's loan
4) Rights issuance and placement shares
5) "Borrow" from suppliers when they extend their trade payable dates
6) Go Initial Public Offer

Each has it's merits and demerits. Most notably, rights issuance and placement shares are important because they do not impose a heavy burden on the cash flow of the company in the form of interest. They also improve a company's debt ratios.
However, they result in the dilution of existing shareholder's control in the company, unless the existing shareholders have enough funds to subscribe to their rights entitlement or are given a chance to participate in the first place.

Now back to Hyflux. 
Hyflux has NEVER done a rights issuance or placement shares in its history!

Let's take a look at the close ,locally-listed ,competitors of Hyflux.

Notice how everyone of them does rights issuance and placements regularly?
To be clear, they have also embarked on other sources of funds.

But the question is, why does Hyflux choose to omit rights issuance and placement as a source of funding? 
Instead, they love to issue preference and perpetual securities with no voting rights.

Darco 
What They Do:
Darco specialise in designing, fabricating, assembling, installing and commissioning engineered water purification and wastewater treatment systems

Fund Raising:
Feb 2015 - Rights issuance
Feb 2017 - Placement of shares
Nov 2017 - Placement of shares
Feb 2018 - Placement of shares

Citic Environtech
What They Do:
Citic Environtech is a leading membrane-based integrated environmental solutions provider specializing in water and wastewater treatment, water supply and recycling.

Fund Raising:
Feb 2007 - Placement of shares
Oct 2009 - Placement of shares
Mar 2013 - Placement of shares
Nov 2014 - Placement of shares
April 2015 - Placement of shares
Dec 2017 - Placement of shares
Mar 2018 - Placement of shares

China Everbright

What They Do:
China Everbright has six major business sectors, namely environmental energy, environmental water, greentech, envirotech, equipment manufacturing and international busines

Fund Raising:
April 2006 - Placement of shares
Sept 2009 - Placement of shares
Dec 2013- Placement of shares
Aug 2013 - Placement of shares

Moya Holdings Asia
What They Do:
Indonesians need access to clean piped water. Local governments need help. We are building new treatment plants and expanding pipe networks.

Fund Raising:
Nov 2011 - Rights issuance
May 2018 - Right issuance

SIIC Environment Holdings
What They Do:
It is engaged in wastewater treatment, water supply, solid waste management and other environment-related businesses.

Fund Raising:
April 2008 - Placement of shares
October 2009 - Placement of shares
March 2010 - Rights issuance
October 2013 - Placement of shares
October 2014 - Placement of shares
May 2017 - Placement of shares

Conclusion
Hyflux is a good company with a viable business model, the problem is with the management. Therefore, i would reasonably expect it to be successful without the current management.

However, as Hyflux is in a tight time situation ( 6 months moratorium), i would think it would be quite unlikely to quickly find a replacement who can get up to speed. However, if such a top dog person should appear, i hope the management would humbly give up their throne. I hope the controlling shareholder would also be open to diluting her stake to cede control of her baby to save his life. In the long run when Hyflux survives, the management, please just go relak one corner to not cause any damage. ( 越幫越忙)


Further reading
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question
4) Hyflux-Treatmeat of perpetual share holders- Ezion
5) Hyflux - loans and borrowings - Pacific Radiance
6)A happy ending for retail perpertual securities holders - Tiger Air and Hyflux
7) The Very Curious Case of Sharebuybacks- Hyflux
8)What did the founder/Chairwoman/CEO do to help hyflux throughout the years
9) Moving forwards at the Townhall meetings with Hyflux - Part 1
10) Moving forward at the Townhall meeting with Hyflux - Part 2
11)The Lucky Accredited Investors of Hyflux's Perpetual Securities - Part 3
12) The Peculiar Case of HyfluxShop - Question 12 
13)Uncovering the Real Motivations Behind the HyfluxShop 
14) High Level Staff Movement Indication of Red Flags -Hyflux
15)An industry comparison of Hyflux compared with its peers - Question 15