RBS Proposes A Share Consolidation

Published in Investing on 15 May 2012

A 10-for-one share swap is mooted. Should you worry?

Later this month, at the Annual General Meeting on 30 May, shareholders in Royal Bank of Scotland (LSE: RBS) will be asked to vote on a proposed share consolidation. Simply put, for every 10 shares that investors hold, they will receive one replacement share, with their existing shares being cancelled.

Now, while share consolidations aren't all that common, they aren't exactly unknown, either. Like share splits, they usually -- although not always -- occur when a company's board comes to the view that a share's price range is affecting its trading.

So what's going on? And should you worry?

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Do the splits

Share splits are probably more common than share consolidations, and help to understand the process.

Consider a company such as AstraZeneca (LSE: AZN), for instance. Its shares are priced at around the £27 mark, meaning that investors can only buy them in multiples of £27.

Put another way, ignoring trading costs, an investor wanting to buy £500 worth would be able to purchase 18 shares, but have £14 or so left over -- enough for just over half a share, but not a whole share.

Divide the nominal value by 10 -- a 'one-for-10' share split, in other words -- and the shares become worth £2.70. That way, the investor can buy 185 shares, with just 50p left over.

Has the value of the company itself altered? No. But investors are able to attune their share purchase more closely to the funds that they would like to invest.

But clearly, the bigger the sum invested, the less relevant the argument becomes. An investor investing £5,000 or £50,000 would be progressively less concerned about odd sums left uninvested.

Appropriate price

Share consolidations are the same thing, but in reverse. And under RBS's proposed '10-for-one' consolidation, every 10 shares at today's price of 22p would become one share at £2.20.

Why would the board bother to do this? Take it away, RBS:

"The Group currently has a very large number of ordinary shares in issue. This means that a small movement in the share price can result in large percentage movements and considerable volatility in the Group's shares. The Board believes that consolidation will result in a share price and nominal value more appropriate for a company of the Group's size in the UK market and may assist in reducing volatility, thereby enabling a more consistent valuation of the Group."

In other words, it's a question of perception, not valuation. Logically, the value of the underlying business remains unchanged, and investors' individual stakes in it will remain unchanged.

But instead of having shares worth 22p each, they'll have one-tenth as many shares, worth £2.20 -- or whatever the then-current price is. Which, according to RBS' board, is "a more appropriate" value.

Although, frankly, given the egregious destruction of shareholder value that has taken place in recent years, my own view is that today's 'penny share' trading range is more appropriate.

Will there be losers?

Yes. In practice, almost every investor will lose out, to some extent. Should you be worried? Not really.

Holders of fewer than 10 shares, for instance, will see their entire investment donated to charity, unless they request it in cash. To pick an example at random, that means that investors with -- say -- nine shares will either be making a £2 donation to charity, or getting a cheque for £2.

Likewise, investors with shareholdings that aren't exactly divisible by 10 will be subject to the same process, with their fractional holding either going to charity or paid as cash.

I can't imagine that many will be all that concerned over a couple of quid. That said, share consolidations can be misunderstood -- take a look at the comments appended to this article in the weekend press, for instance.

Waste of time?

Even so, shareholders will be losing out in another sense, I believe.

Whatever happens to their individual holdings, the simple fact is that it's difficult to attach much credence to the price volatility argument. This consolidation, I reckon, is much more to do with perceptions and appropriateness than it is about volatility.

And as such, all investors are paying for the cost of the exercise -- publicising it, carrying out the process of cancelling existing shares, and issuing new ones.

Granted, in the scheme of things, the sums involved won't be huge. But you'd imagine, frankly, that the board of RBS had other priorities.

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> Malcolm owns shares in AstraZeneca. He doesn't have an interest in any other shares mentioned.

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Comments

The opinions expressed here are those of the individual writers and are not representative of The Motley Fool. If you spot any comments that are unsuitable hit the flag to alert our moderators.

F958B 15 May 2012 , 2:31pm

To me, a share consolidation is bad news or cause for concern.

It signals to me that the company management doesn't see a significant improvement in the share price for some time.

They may even be using a consolidation to make the shares look a bit more respectably priced in preparation for even lower prices ahead; so the shares may be £2 after consolidation, only to slide back to 20p in a few years time after mass PIIGS defaults or devaluations - whereas if the shares aren't consolidated, an equivalent decline would take them to a ridiculous 2p.

AleisterCrowley 15 May 2012 , 2:31pm

This means that a small movement in the share price can result in large percentage movements
Huh?
Doesn't make sense - surely the market values the company, and if 10% is wiped off the value that'll be reflected in the sp regardless of how they have been split/consolidated.
Mr Market doesn't decide to 'knock 2p off a share'...

jf2007 15 May 2012 , 2:36pm

I remember having shares in skypharma at 2p a few years ago, they consolidatd to £2 then fell as low as 18p. I've seen in happen in other cases as well

MDW1954 15 May 2012 , 3:12pm

Huh? Doesn't make sense

It does, but only when the share price approaches the smallest incremental pricing denominator.

If the share price goes up and down in pennies, then at 22p, each penny of movement is 4.5%. At 220p, it's tenth of that. But RBS is priced in one-hundreths of a penny -- and I find it difficult to believe that the board of RBS can be that pessimistic!

Malcolm (author)

AleisterCrowley 15 May 2012 , 3:32pm

Hmm, so the minimum change the share price can currently register is 0.045% Can't see that being a problem!
Must be cosmetic....

CodeGimp 15 May 2012 , 4:00pm

Such uncompromising executive genius at work. They've really earned their bonuses this year.

CodeGimp 15 May 2012 , 4:05pm

I suppose it's better than the boneheads buying back shares at high high prices.

Perhaps it means they're expecting to get shorted like hell come the Greek Euro exit.

Or maybe the remuneration committee are legally bound to award multi-million pound payouts to senior executives if the share price is over £2 in 2013. Doubles all round! Chin chin! Haw! Haw!

jaizan 15 May 2012 , 8:16pm

The consolidation doesn't matter much one way or the other.
Obviously, if the management incentives were based on EPS and the terms of those incentives were not adjusted to compensate for the consolidation, it would be rather outrageous.
I doubt even bankers would not try that, particularly for a state owned bank.

I think share splits can have more use. For example, Berkshire Hathaway shares are $121, 450 each, so anyone retiring on (say) $600k (about 5 shares) in that company gets no dividends and has to liquidate 20% of their holding in one go.
A 1000 for 1 share split would solve that problem.

LastChip 16 May 2012 , 12:27am

Consolidations are bad news.

First, you loose leverage. Second, it becomes psychologically much easier for the share to fall further and what is already a beaten down share, becomes worth even less. I've noted this phenomenon in the past and I'm no further forward in explaining why it happens than when I first saw it.

I'm glad I haven't got any.

cocodaye 16 May 2012 , 2:53pm

I would have thought that consolidating the share price might be done to reduce the press coverage.

Since most people are aware the UK government bought shares in RBS at 45.5p it would be harder to include the share price in articles or on the news without a detailed explanation. Since the coverage is rarely good this could be of benefit.

I could be simplifying the situation, but it could be one aspect.

robthorley 16 May 2012 , 6:47pm

I have seen Amex split their share (three shares for every one) and the price kept rising.
I am very pessimistic about this proposal because I can see things happening the same way - the price goes up, and continues to be driven down by the market.
I'll be voting against, given the option.

robthorley 16 May 2012 , 7:27pm

Although I see that since the govt. own the majority of shares, a vote against is fairly pointless. Still, got to make your voice heard in a democracy, right?

BrnzDrgn 17 May 2012 , 2:09pm

Having been through a 'share consolidation' myself I would advise to sell and sell now before others do. What tends to happen is the many shares are turned into a few shares and as the price settles you can easily find yourself out of pocket by a very large amount.

Why are you holding RBS shares anyway? It's a Great White (Self Serving) Elephant!

ribuck 17 May 2012 , 2:11pm

This share consolidation is a case of "Nero fiddling while Rome burns".

FlyingSpur 17 May 2012 , 2:23pm

I can remember owning 88 shares in a company. I lost 10% of my holding after a similar consolidation!

4spiel 17 May 2012 , 2:30pm

I have written in many places against this consolidation. Does Mr Hestor get his big bonuses at the nice new price of £2.10 -3 times the qualifying 70p or does he have to wait for £7.00 !!! But this is confiscation and you can do nothing about it -Why is it so? because this is what the market values the shares 21p -they have come down a very long way. The company is under water -in short the shares really have NO VALUE AT ALL.The bank would only be liquidated in Armageddon scenario. Sell and chance your luck on buying them back if they go down a long way after the consolidation. One risk -they might have something up their sleeve. If you have only 500 like me you might just choose to be 'philosophical'.

pearson43 18 May 2012 , 2:46am

As long-suffering shareholders of RBS (my wife and I) believe that RBS owes a duty of care to those shareholders whose investments were devastated by Fred Badlose and his cronies. We had to cringe during RBS' insane pursuit of ABN AMRO knowing that it was bound to end in tears. Since the Government bail-out we believe that the correct course of action should be for RBS (whenever it can) to repurchase and cancel the Government's shares in the company. Surely this is the only way to restore value to the shareholders who had invested in RBS. In my wife's case she had accumulated her shareholding in NatWest shares which were converted to RBS shares when it took over NatWest. She had purchased her shares mainly through PAYE schemes and also by taking shares in lieu of bonuses and dividends. She thought she had accumulated a nice retirement nest egg then just as she was about to retire the proverbial hit the fan and her shares are now worth around 1/35th of what they were. I believe the board of RBS must do the decent thing by the people who really own the bank.

sirlewis62 18 Jun 2012 , 1:27pm

This is surely yet another example of the RBS board behaving in an almost corrupt manner. The shares are not valued at £2:00 plus but at 20p or less. Does this mean that new share purchasers in 2013 will be made aware of a consolidation which took place in June 2010? Let's not forget that this bunch of crooks were still flogging shares at full price right up until the government arrived with barrows of our cash. Yes I'm bitter.

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