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Debt and what’s next
the equity markets
Giving business a helping hand
George Graham reports on moves to make equity markets more attractive as a means of raising patient capital to fund business growth
Academics and politicians have long scratched their heads over the difficulty of finding enough sources of long-dated capital to meet the funding needs of the wider economy. The Macmillan Committee, with Maynard Keynes and Ernest Bevin among its members, found in 1931 that, while the UK’s infrastructure for providing short-term and intermediate credit was adequate, there was a gap in the provision of long-dated capital. To fill the ‘Macmillan gap’, the committee suggested a new institution sponsored by the joint stock banks, eventually inspiring the creation of the Industrial and Commercial Finance Corporation, a precursor of 3i.
It is evident from the long string of similar reviews and the creation of follow-on institutions with a similar goal that the gap is still there. After the 2008 financial crash, the British Business Bank and the Business Growth Fund tackled elements of the problem. In 2018, the British Business Bank launched its subsidiary, British Patient Capital, with £2.5bn to invest over 10 years in venture and venture growth capital.
The aim is to support high-growth-potential, innovative UK businesses in accessing the long-term financing they require to scale up. These contribute to filling parts of the gap, and organic developments such as crowdfunding platforms have added another element. But the shortfall would have remained significant, even without the economic impact of Covid-19, which has left many businesses not only highly leveraged, but without revenues.
The gap widens
The Future of Growth Capital, a report released in August 2020 by the ScaleUp Institute, Innovate Finance and Deloitte, estimated the UK’s long-term structural growth capital deficit at £5bn to £10bn a year. It said this was across the spectrum of growing businesses: around £700m at the seed capital stage, another £700m at the venture stage, around £3bn for businesses in the growth stage and a further £3.2bn growth capital requirement for established businesses.
On top of this structural deficit, the report calculated that over the 12 months from Q2 2020 to Q1 2021, the impact of Covid-19 on the availability of growth capital for scale-ups is set to be around an additional £7.5bn.
“This additional cyclical gap, therefore, represents a doubling of the growth capital gap due to the impact of the Covid-19 crisis, and further underlines the importance of addressing long-standing issues in delivering funding to fast-growing businesses,” the report said. Patient capital in the early stages of business development can often come from family and friends, or from business angels, while specialised venture funds and tax-sheltered vehicles can intervene slightly later in the process. The private equity system, though not as large in the UK as in the US, continues to expand. At the most mature end of the growth spectrum, however, public equity markets continue to play a critical role.
The impact of Covid on the availability of growth capital for scale-ups is estimated to be around £7.5bn
The listings gap
Yet public equity markets, in the UK as elsewhere in Europe and the US, have been in secular decline for some time. In Asia, stock markets such as those in Hong Kong, Tokyo and Singapore have seen substantial increases in the number of listed companies over the past 20 years. In the US, by contrast, the number of listed firms halved from 8,090 at the peak in 1996 to only 4,397 by the end of 2016, according to World Bank data. In the UK, the trend has been similar. The total number peaked in 2006 at 2,913, and has slipped steadily since then to 1,989 at the end of 2020. On the London Stock Exchange main market, the peak came earlier and the downward trend has been in place longer.
In a November 2020 study prepared for the European Commission, the economics consultancy Oxera noted that concern over the decline in public equity markets was not a recent phenomenon. Professor Michael Jensen of Harvard Business School had predicted “the eclipse of the public corporation” back in 1989. He argued that the conflict between owners and managers in public companies over control of resources would place many of them at a disadvantage in efficiency, productivity and shareholder value compared with companies controlled by private equity. He said that would hold true even though private equity companies operate with significantly higher debt levels.
Jonathan Haynes, senior consultant at Oxera, argues that long-term structural trends in the economy, including the low and falling cost of debt, increased mergers and acquisition activity and the growth of private equity, have been among the main drivers for the increase in the equity gap.
In addition, there is a trend for large companies to become even bigger. That often means acquiring listed companies that are then removed from the public markets, or buying unlisted companies that might otherwise have listed. This trend outweighed the impact of new listings. Haynes also notes that the initial and ongoing costs of becoming a listed company have risen considerably in recent decades, both in absolute terms and relative to private company costs. Oxera estimated the total financial costs of listing to be in the region of 5% to 15% of gross proceeds, and typically more for those raising smaller sums. “The minimum efficient scale for listing has increased,” he says.
At the EU level, the Oxera report did not find that regulatory burdens were the primary driver of the listing gap, but it still identified areas where policy interventions could possibly improve the attractiveness of public equity markets. These include modifying disclosure rules to reduce the burden on smaller companies and relaxing restrictions on dual class shares because founders of some new and fast-growing companies can be unwilling to give up control of their businesses to investors.
The UK government is now exploring a similar range of issues. Rishi Sunak, chancellor, asked Lord Hill (aka Jonathan Hill, the former European Commissioner for Financial Stability, Financial Services and the Capital Markets Union) to gather evidence and make recommendations to the government and UK regulators on how to encourage more high-quality equity listings and public offers. The UK Listings Review will focus on five areas:
  • Free float requirements. For the main market, current UK listing rules require 25% of a company’s shares to be available.
  • Dual class share structures. Founder shareholders in some countries have favoured these, and wider permission to use them might encourage more fast-growing companies to list.
  • Track record requirements. Premium listing in London requires a three-year track record of earning revenue, underpinned by a profitable and sustainable business model.
  • Prospectuses. UK rules are aligned to the existing EU requirements, where a prospectus is required when raising more than €8m, or when offering securities to more than 150 non-qualified investors. The review’s initial call for evidence suggests that may not be well calibrated for UK markets, or useful for follow-on issuance.
  • Dual and secondary listing. The UK’s ‘standard’ listing segment is more geared towards secondary listings, but requirements for premium listing may deter companies listed elsewhere from seeking a secondary listing in London.
Despite the difficulties presented both by the markets and the pandemic, UK equity markets were functioning in 2020. The Bank of England’s Financial Stability Report of December 2020 found that larger companies had tended to repay bank debt, but had raised equity and bond finance.
“UK businesses’ cumulative net equity issuance in the year to October [2020] was over £18bn – compared to negative cumulative net issuance on average for the same period between 2016 and 2019,” the report noted. Given that, as the report points out, longer-term bond yields have fallen substantially since 2014, the interest in equity issuance might seem anomalous. Debt is cheaper than equity – partly because equity investors expect to be compensated for the extra risk they take and partly because debt attracts tax breaks. But equity, unlike debt, does not need to be paid back and dividend payments can be put on hold. Debt interest payments, in contrast, are harder to avoid. Equity also allows a company to demonstrate that it has a strong balance sheet.
Lucy Tarleton, director in PwC’s UK capital markets group, says that public market volumes are cyclical, but they still provide a robust means of meeting financing needs. “The fact that so much money has been raised by existing issuers this year (2020), and similarly after the credit crunch, shows that the markets are still there to support business.”
Equity, unlike debt, does not need to be paid back and dividend payments can be put on hold
George Graham
After 20 years at the Financial Times, where he was banking editor, fishing commentator and head of the Lex column, George Graham joined the strategy team at RBS. He led the bank’s work with the Vickers commission and chaired the British Bankers’ Association’s working group on ring-fencing
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