This article was first published by the Global Association for Risk Professionals on August 03, 2016; Co-authors: Ramana Sonti and Ramabhadran S. Thirumalai
How and why prices can move when company founders and insiders pledge shares as collateral
Pledging of shares as loan collateral by company founders, insiders and majority shareholders is legal in a number of countries, including the U.S. and the U.K., although disclosure norms vary from country to country. The U.S., U.K., Australia, and Hong Kong, among others, mandate disclosure of share pledges. Pledging of shares by founder-promoters is very popular in India, where disclosure became mandatory from January 28, 2009.
On January 7, 2009, Mr. B. Ramalinga Raju, the founder-promoter of Satyam Computer Services, a company listed on the Indian bourses as well as the New York Stock Exchange, disclosed to the company’s board that he had raised Rs. 12.30 billion (then equivalent to around $253 million) by pledging Satyam shares to various institutions and had used the money for personal purposes. Satyam’s share price on the Indian bourses dropped by 87% over the subsequent two trading days, and they lost 94% of their value on the NYSE on January 7.
In the aftermath of this revelation, the Securities and Exchange Board of India (SEBI), the Indian regulatory equivalent to the U.S. Securities and Exchange Commission (SEC), appended Regulation 8A to the existing Substantial Acquisition of Shares and Takeovers (SAST) Regulations of 1997. The new regulation mandated disclosure of share pledges to the stock exchanges within seven days, which then had to make this information public within a further seven days. This sequence of events led to the popular perception that share pledges on average conveyed negative information about firm value and prospects.
The What and How of Pledging
In the Indian context, share pledges are collateral for secured fixed-maturity personal loans, with the company's shares acting as collateral. The typical tenor of the loan is between three months and two years. The interest rate is two to three percentage points higher than that of corporate loans.
At the lender's discretion, the loan may be rolled over. The borrower could be the company's founder, a member of the board, an executive, majority shareholder, employee, or even a small shareholder. However, disclosure of share pledges is mandatory only for certain shareholders, which vary by country. In the U.S., U.K., and Australia, mandatory disclosure applies to all directors. In Hong Kong, it applies only to the controlling shareholder. In India, it applies only to the promoters.
Under SEBI regulations, at the time of initial public offering (IPO), companies are mandated to identify a promoter or promoter group, or even another company as a promoter. While SEBI regulations do not formally define who or what is a promoter, it is usually the founder of the company. Promoters are not required to have a majority stake in the company.
As per banking regulations in India, commercial banks may not provide loans against share pledges. Only non-banking financial companies (NBFCs) are allowed to do so. While NBFCs perform functions similar to those of banks, they cannot accept demand deposits. They are not part of the payment and settlement system and hence cannot issue checks drawn on themselves. Their deposits are not covered by India's Deposit Insurance and Credit Guarantee Corporation Act.
The annual value of the share pledge market in India is estimated to be around Rs. 2 trillion (about $30 billion) as of December 31, 2015, as per the data compiled by Prime Database. The NBFCs usually get shares worth two times the borrowed amount. Borrowers receive a margin call if the value of shares drops to between 1.25 to 1.50 times the borrowed amount. The exact multiple depends on the NBFC’s “comfort level” with the promoter.
It must be noted that in addition to the collateral of pledged shares, the loan to the promoter may also be secured by personal guarantees, pledge of other assets, etc. However, the authors’ discussions with NBFCs reveal that they consider the pledged shares as the primary collateral for the loan, especially since enforcing recourse through personal guarantees and other assets almost surely involves going through the notoriously tardy and overburdened legal process in India.
If the borrower does not respond to the margin call, and the share price continues to decrease, the lender invokes the pledge and becomes the owner of the shares and may recover the borrowed amount by selling the shares on the exchange. If the borrower repays the entire principal and all accrued interest by the loan's maturity date, the pledge is said to be revoked and the borrower continues to own the shares.
Reasons for Pledging
The commonly cited reasons for pledging the shares by promoters are:
1. To increase personal stake in the company through open market purchases.
2. To fund other group companies.
3. To meet the company’s short-term working capital requirements.
4. To provide a long-term loan to the company.
5. To finance takeovers by group companies.
6. To cover personal expenses.
Positive or Negative Signaling
The end use of capital borrowed through share pledges became a hot-button issue in the aftermath of the Satyam transaction. Though practitioners and the popular press note that markets react negatively to share pledge announcements, there is no systematic empirical evidence on the issue. Markets could react either positively or negatively to share pledge announcements.
If the promoter uses the funds to increase her stake in the company, an outside shareholder may view this as a sign of the promoter’s confidence in the future performance of the company, resulting in a positive impact on share prices. A lender’s acceptance of the shares as loan collateral also sends a positive signal to the market.
Another positive interpretation of a share pledge is that the company has a positive net present value (NPV) project on hand, and hence the promoter is willing to pledge shares to raise capital for the project.
In contrast to the above, there are a number of reasons for interpreting a share pledge as a negative signal about the company’s current and future prospects. In falling markets, the lender may be forced to invoke the pledge. To recover the loan, the lender may turn around and sell the shares in the market, putting additional downward pressure on stock prices. This could result in huge losses to existing shareholders. If the market believes that this is the likely outcome of a share pledge, markets will react negatively at the time of share pledges.
Further, when the pledge is invoked, the promoters stand to lose control of the company. This may be detrimental to the future prospects of the company, especially if the promoter has some specialized skill or knowledge that is not easily transferable or replicated.
Another interpretation could be that the company is in a dire cash flow situation, and the promoter is bailing it out by borrowing at a higher interest rate. The market may also interpret the share pledge as the promoter having private information of a large negative signal. The promoter may prefer not to sell her shares for liquidity and price impact reasons. Share pledges are an alternate way of encashing her shareholdings before the bad private information becomes public. In this case, the promoter could be perceived to be pledging shares with no intention of repaying the loan.
Since a share pledge can be interpreted in either way, the authors analyzed a sample of 2,567 share pledge announcements in India, with data collected from the National Stock Exchange of India (NSE) website. All these pledges were after the SEBI disclosure rule of January 2009.
Standard event study methodology with a market model, using the S&P CNX 500 Index as a proxy for the market, is used, along with an estimation window of 220 trading days. We find that the average cumulative abnormal return (CAR) on the date of a share pledge ranges between -0.53% [-1 to +1; 3 day window] and -2.35% [-10 to +10; 21 day window], depending on the width of the event window around the day the promoter pledges shares.
There is a much smaller reaction, between -0.05% and -0.58%, around the day the company reports the share pledge to the exchange. Our conversations with practitioners revealed that there is no restriction on the promoters, the NBFC or any other market participant regarding communication of information about the pledge between the date of pledge and the date of announcement of the pledge by the stock exchange. Our results support this as the market reaction is much larger around the share pledge date than on the announcement date. There is most likely immediate leakage of information, and hence the market reaction is larger around the pledge date rather than announcement date.
Interestingly, though the average CAR is negative, only 56% of all CARs in our sample are negative. Contrary to the popular view, only a small majority of share pledges convey bad news.
The authors also examine market reaction around the revoking of share pledges, that is, when promoters repay the loan and recover their pledged shares from the lender. Regulation 8A of SAST Regulations 1997 mandates the disclosure of the revoking of share pledges, much like with share pledges.
Regardless of the reason for a share pledge, revoking it would demonstrate the promoter’s ability to repay the loan. If the reason for the pledge was personal use, its revoking would signal to the market that the promoter had borrowed money for legitimate personal reasons and has promptly repaid the loan. If the reason was a short- or long-term loan to the company or a working capital requirement, revoking of the pledge would signal the company’s ability to repay promptly, and hence its good financial health.
Thus, revoking of a pledge should send a positive signal about the promoter and the company to the market. From study of a sample of 2,171 pledge revocations from the NSE website, it was found that markets do not react significantly on the day the pledge is revoked. This is puzzling, given the expectation that the market will react positively.
Pledging of shares acts as an important signal to the market. Pledging may be an easy way to raise money quickly, especially when capital market conditions are tight. More and more promoters in India are resorting to share pledges in recent years. The reason behind the pledging of shares must be investigated before investing in companies where the promoters have pledged a significant percentage of their holdings.