Chapter 26 Dividend Policy

LEARNING OBJECTIVES

1. Explain the impact that the issue of dividends may have on a company’s share price.
2. Explain the theory of dividend irrelevance.
3. Discuss the influence of shareholder expectations on the dividend decision.
4. Discuss the influence of liquidity constraints on the dividend decision.
5. Define and distinguish between bonus issues and scrip dividends.
6. Discuss the implications of share repurchase.

D iv id e n d
P o lic y

D iv id e n d T h e o rie s A lte rn a tiv e s

P o lic y of to c a s h
D iv id e n d d iv id e n d s
P o lic y

F a c to rs R e s id u a l Irre le v a n c y T ra d itio n a l 1 . S c rip d iv id e n d s

in flu e n c e th e o ry th e o ry v ie w

S ig n a lin g 2 . S t o c k s p i lt
e ffe c t 1 . S ig n a lin g
e ffe c t
3 . S h a re re p u r c h a s e
2 . B ird in th e
hand

3 . C l ie n te le
e ffe c t

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1. Dividend Policy

1.1 Introduction

1.1.1 Shareholders normally have to power to vote to reduce the size of the dividend at
the AGM, but not the power to increase the dividend. The directors of the company
are therefore in a strong position, with regard to shareholders, when it comes to
determining dividend policy. For practical purposes, shareholders will usually be
obliged to accept the dividend policy that has been decided on by the directors, or
otherwise to sell their shares.

1.2 Factors influencing dividend policy

1.2.1 When deciding upon the dividends to pay out to shareholders, one of the main
considerations of the directors will be the amount of earnings they wish to retain to
meet financing needs.
1.2.2 As well as future financing requirements, the decision on how much of a company’s
profit should be retained, and how much paid out to shareholders, will be influenced
by:
(a) The need to remain profitable – dividends are paid out of profits, and an
unprofitable company cannot for ever go on paying dividends out of retained
profits made in the past.
(b) The law on distributable profits – a Company Ordinance may make
companies bound to pay dividends solely out of accumulated net realized
profits as in Hong Kong.
(c) Any dividend restraints that might be imposed by loan agreements.
(d) The effect of inflation, and the need to retain some profit within the business
just to maintain its operating capability unchanged.
(e) The company’s gearing level – if the company wants extra finance, the
sources of funds used should strike a balance between equity and debt finance.
(f) The company’s liquidity position – dividends are a cash payment, and a
company must have enough cash to pay the dividends it declares.
(g) The need to repay debt in the near future.
(h) The ease with which the company could raise extra finance from sources
other than retained earnings – small companies which find it hard to raise
finance might have to rely more heavily on retained earnings than large
companies.
(i) The signaling effect of dividends to shareholders and the financial markets in
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 general.

1.3 Dividends as a signal to investors

(Dec 10, Jun 13)
1.3.1 Although the market would like to value shares on the basis of underlying cash flows
on the company’s projects, such information is not readily available to investors.
But the directors do have this information. The dividend declared can be interpreted
as a signal from directors to shareholders about the strength of underlying project
cash flows.
1.3.2 Investors usually expect a consistent dividend policy from the company, with stable
dividends each year (e.g. constant payout dividend policy) or, even better, steady
dividend growth. A large rise or fall in dividends in any year can have a marked
effect on the company’s share price.
1.3.3 Stable dividends or steady dividend growth are usually needed for share price
stability. A cut in dividends may be treated by investors as signaling that the future
prospects of the company are weak.
1.3.4 The signaling effect of a company’s dividend policy may also be used by
management of a company which faces a possible takeover. The dividend level
might be increased as a defence against the takeover – investors may take the
increased dividend as a signal of improved future prospects, thus driving the share
price higher and making the company more expensive for a potential bidder to take
over.

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2. Theories of Dividend Policy

2.1 Residual theory

(Dec 11, Jun 13, Dec 14)
2.1.1 A residual theory of dividend policy can be summarized as follows.
(a) If a company can identify projects with positive NPVs, it should invest in them
(b) Only when these investment opportunities are exhausted should dividends
be paid.

Question 1
Good Hope Company has an after-tax profit of $250,000,000 in its first year of operation.
It is considering how much dividend it should pay to its shareholders. Its financial manager
proposes to adopt the so called residual approach, but the marketing manager criticizes that
the residual approach is too passive and suggests that the company should have a more
proactive dividend policy.

Required:

(a) Explain the residual approach to dividends in general. (2 marks)

(b) Do you agree with the marketing manager that the residual approach is too passive?
Why? (3 marks)
(c) Propose on alternative dividend policy for Good Hope to consider. Contrast the
residual approach with your proposed dividend policy. (3 marks)
(PBE Paper III Financial Management June 2007 Q6(b))

2.2 Irrelevancy theory

2.2.1 Modigliani and Miller (M&M) proposed that in a tax-free world, shareholders are
indifferent between dividends and capital gains, and the value of a company is
determined solely by the earning power of its assets and investments.
2.2.2 M&M argues that if a company with investment opportunities decides to pay a
dividend, so that retained earnings are insufficient to finance all its investments,
the shortfall in funds will be made up by obtaining additional funds from outside
sources. As a result of obtaining outside finance instead of using retained earnings:

Loss of value in existing shares = Amount of dividend paid

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2.3 Traditional view

2.3.1 The traditional view of dividend policy, implicit in our earlier discussion, is to focus
on the effects on share price. The price of a share depends upon the mix of dividends,
given shareholders’ required rate of return, and growth.

(a) Signaling effect

2.3.2 Dividend signaling – as mentioned in 1.3, an increase in dividends would signal

greater confidence in the future by managers and would lead investors to increase
their estimate of future earnings and cause a rise in the share price.
2.3.3 This argument implies that dividend policy is relevant. Firms should attempt to adopt
a stable (and rising) dividend payout to maintain investors’ confidence.

(b) Preference for current income (bird in the hand)

(Dec 11)
2.3.4 Many investors require cash dividends to finance current consumption. This does not
only apply to individual investors needing cash to live on but also to institutional
investors, e.g. pension funds and insurance companies, who require regular cash
inflows to meet day-to-day outgoings such as pension payments and insurance claims.
This implies that many shareholders will prefer companies who pay regular cash
dividends and will therefore value the shares of such a company more highly.

(c) Clientele effect (顧客效應)

2.3.5 In many situations, income in the form of dividends is taxed in a different way from
income in the form of capital gains. This distortion in the personal tax system can
have an impact on investors’ preferences.
2.3.6 From the corporate point of view this further complicates the dividend decision as
different groups of shareholders are likely to prefer different payout patterns.
2.3.7 One suggestion is that companies are likely to attract a clientele of investors who
favour their dividend policy. For example, higher rate tax payers may prefer capital
gains to dividend income as they can choose the timing of the gain to minimize the
tax burden. In this case companies should be very cautious in making significant
changes to dividend policy as it could upset their investors.
2.3.8 Research in the US tends to confirm this clientele effect with high dividend payout
firms attracting low income tax bracket investors and low dividend payout firms
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 attracting high income tax bracket investors.

Question 2
To defend their reluctance to pay higher dividends, a company’s managers and/or directors
often mention that the company needs to preserve its cash flows for potential capital
expenditure in the near future. When this type of decision is released to the market,
investors sometimes react positively, but sometime negatively.

Required:

What do you think are the reasons for the positive reaction? What about the negative
reaction? (10 marks)
(PBE Paper III Financial Management June 2005 Q6(a))

Question 3 (20 marks – approximately 36 minutes)

A company that generates profits from its operations may consider distributing these profits
to shareholders in the form of a dividend. The dividend may be in the form of cash or stock
or both. Companies reporting a loss may continue to distribute a dividend while companies
reporting a profit may distribute no dividend.

Required:

(a) What are the TWO main returns from investment in stocks? Explain why it may be
difficult to gain one of these two returns in a year. Give one possible reason.
(4 marks)
(b) Explain the meaning of residual dividend theory. (4 marks)
(c) Briefly explain TWO reasons why companies may distribute high dividends to
shareholders. (4 marks)
(d) Briefly explain TWO reasons why companies may distribute low dividends to
shareholders. (4 marks)
(e) William Electronics just announced that they distributed an annual dividend of HK$2
and the dividend is expected to increase annually by 2% perpetually. If the required
return is 14.5%, what is the current price of the stock? (4 marks)

(HKIAAT PBE Paper II Management Accounting and Finance December 2011 Q5)

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3. Alternative to Cash Dividends

3.1 Scrip dividends

3.1.1 A scrip dividend is a dividend paid by the issue of additional company shares,
rather than by cash.
3.1.2 When the directors of a company would prefer to retain funds within the business but
consider that they must at least a certain amount of dividend, they might offer equity
shareholders the choice of a cash dividend or a scrip dividend.
3.1.3 Advantages of scrip dividends
(a) They can preserve a company’s cash position if a substantial number of
shareholders take up the share option.
(b) Investors may be able to obtain tax advantages if dividends are in the term of
shares.
(c) Investors looking to expand their holding can do so without incurring the
transaction costs of buying more shares.
(d) A small scrip dividend issue will not dilute the share price significantly. If
however cash is not offered as an alternative, empirical evidence suggests that
the share price will tend to fall.
(e) A share issue will decrease the company’s gearing, and may therefore
enhance its borrowing capacity.

3.2 Stock split

(Dec 14)
3.2.1 A stock spilt occurs where, for example, each ordinary share of $1 each is spilt into
two shares of 50c each, thus creating cheaper shares with greater marketability. There
is possibly an added psychological advantage, in that investors may expect a company
which splits its shares in this way to be planning for substantial earnings growth and
dividend growth in the future.
3.2.2 As a consequence, the market price of shares may benefit. For example, if one
existing share of $1 has a market value of $6, and is then split into two shares of 50c
each, the market value of the new shares might settle at, say, $3.10 instead of the
expected $3, in anticipation of strong future growth in earnings and dividends.
3.2.3 The difference between a stock split and a scrip issue is that a scrip issue coverts
equity reserves into share capital, whereas a stock split leaves reserves unaffected.

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3.3 Share repurchase
(Dec 14)
3.3.1 Purchase by a company of its own shares can take place for various reasons and must
be in accordance with any requirements of legislation.
3.3.2 A company which re-purchase its own shares could reduce the supply of shares in
the open market; or it can use the shares for a stock option offered for employees.
With reduced supply of stock, the stock price increases and the shareholders’
wealth also increases.
3.3.3 For a smaller company with few shareholders, the reason for buying back the
company’s own shares may be that there is no immediate willing purchaser at a
time when a shareholder wishes to sell shares. For a public company, share
repurchase could provide a way of withdrawing from the share market and going
private.
3.3.4 Benefits of a share repurchase scheme
(a) Finding a use of surplus cash, which may be a dead asset.
(b) Increase in earning per share through a reduction in the number of shares in
issue. This should lead to a higher share price than would otherwise be the
case, and the company should be able to increase dividend payments on the
remaining shares in issue.
(c) Increase in gearing. Repurchase of a company’s own shares allows debt to be
substituted for equity, so raising gearing. This will be of interest to a company
wanting to increase its gearing without increasing its total long-term funding.
(d) Readjustment of the company’s equity base to more appropriate levels, for a
company whose business is in decline.
(e) Possibly preventing a takeover or enabling a quoted company to withdraw
from the stock market.
3.3.5 Drawbacks of a share repurchase scheme
(a) It can be hard to arrive at a price that will be fair both to the vendors and to
any shareholders who are not selling shares to the company.
(b) A repurchase of shares could be seen as an admission that the company
cannot make better use of the funds than the shareholders.
(c) Some shareholders may suffer from being taxed on a capital gain following
the purchase of their shares rather than receiving dividend income.
3.3.6 Arrangement of share repurchase
(a) Special resolution
If permitted by its articles, AB may pass a special resolution to authorize the
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 company to buy back some of its shares, but it cannot do so if this would
leave only redeemable shares in issue. The terms of the special resolution will
depend on whether it is a “market purchase” (that is, an open market purchase
made on the stock exchange), a tender offer to all shareholders or an
individual arrangement with certain shareholders.
(b) Treatment of shares purchased
Generally, when a company purchases its own shares, the shares are
cancelled on their return to the company. However, a listed company may be
able to hold the shares “in treasury” for resale or transfer to an
employees’ shares scheme at a later date.

Question 4
All Success Company has just announced its after-tax profit of $90 million. It did not pay
any half-year interim dividend and is considering paying out half of its after-tax profit as
final dividends, amounting to $1 dividend per share. The company is an all-equity firm. It
has 45 million shares of common stock issued and no preferred stock. The current stock
price is $20 per share.

Required:

(a) What is the expected change in the stock price of All Success Company on the ex-
dividend date? Explain. (3 marks)
(b) Assume that All Success Company repurchases 2,250,000 shares of its own stock on
the market. What is the expected change in stock price? Explain. (3 marks)
(c) Based on your answers in (i) and (ii), should the company always repurchase stock
and not pay dividends, or vice versa? Why? (4 marks)
(PBE Paper III Financial Management December 2007 Q6(a))

Question 5
China Infrastructure Holdings Ltd mainly engages in building and operating highways in
northern China. The company is financed with 60% equity and 40% debt. Its shares are
listed on the Hong Kong Stock Exchange, with a beta value of 1.25. The company’s 6%
coupon bonds are trading at par. The corporate tax rate is 17%.

The company has not yet paid any cash dividend or repurchased shares, although it has
been profitable for most of the time since its inception 5 years ago. However, the earnings
have not been very stable, with some years showing huge losses. In the most recent annual

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general meeting, shareholders raised their demand for some distribution of the company’s
profits. The chief financial officer has asked you to prepare answers to the following
questions:

Required:

(a) What are the Miller-Modigliani (MM) proposition have to say about a company’s
dividend policy? What are the main assumptions embedded in the MM proposition?
(5 marks)
(b) What is the agency-cost theory of dividend policy? How can cash dividends and/or
share repurchases help solve the agency problem? (5 marks)
(c) What is the signaling theory of dividend policy? What would happen to the share
price upon the announcement of the first cash dividend payment by China
Infrastructure under this theory? (5 marks)
(d) What are the major factors that influence the choice of repurchasing shares instead of
paying a cash dividend? (5 marks)
(Total 20 marks)
(PBE Paper III Financial Management June 2006 Q1)

Question 6
China Life Sciences Ltd has been profitable for the last five years and is considering
paying a cash dividend for the first time this year. The board of directors understands that it
is paramount for the company to continue investing heavily in research and development in
the foreseeable future. In the meantime, the board is fully aware that investors would like
to receive a dividend.

Required:

(a) As a director of the board, what would your recommendation be regarding the
dividend payment? Explain carefully. (5 marks)
(b) When a company pays a higher dividend, its share price typically increases.
However, there are cases in which an increase in the dividend leads to a fall in the
share price. How do you explain this? (5 marks)
(PBE Paper III Financial Management December 2004 Q4(a))

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 Additional Examination Style Questions

Question 7 (20 marks – approximately 36 minutes)

It is observed that whenever a company announced a reduction in dividend payment, stock
prices decreased immediately.

Required:

(a) If the current price of a stock is HK$108 and its dividend per share for last year was
HK$5.2, calculate the historical dividend yield. (2 marks)
(b) Explain why a reduction in dividend payment would lead to a reduction in stock price.
(4 marks)
(c) It is expected that dividend will grow at 2% per annum on average in the coming few
years, suppose you ask for 7% return from this stock, calculate the expected current
price. (using the information from part (a)). (5 marks)
(d) Explain the meaning of residual dividend policy and constant payout policy
respectively. (6 marks)
(e) Why is it very difficult to maintain a constant dividend growth policy? Give one
possible reason. (3 marks)
(HKIAAT PBE Paper II Management Accounting and Finance June 2013 Q4)

Question 8 (20 marks – approximately 36 minutes)

A cash dividend is one way for a company to distribute profit to its shareholders. Investors
would prefer a stable dividend policy.

Required:

(a) Explain why a company is expected to distribute dividends to its shareholders.

(2 marks)
(b) Companies may use stock repurchase as an alternative to paying a cash dividend. Why
would stock repurchase be used by a company? What is the consequence of stock
repurchase? (4 marks)
(c) A company has 1,000,000,000 shares outstanding, and the market value per share is
$10.

Required:

Find the total number of shares outstanding after the following independent events:
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 (i) a two for one stock split; and
(ii) a 10% stock dividend.
(4 marks)
(d) Explain ONE reason why companies adopt:
(i) stock split; and
(ii) stock dividend. (4 marks)
(e) A company reported a profit of $100 million. Explain the following scenarios:
(i) the company distributed less than $100 million as dividend; and
(ii) the company distributed more than $100 million as dividend.
(4 marks)
(f) Explain the rationale of a residual dividend policy. (2 marks)
(HKIAAT PBE Paper II Management Accounting and Finance December 2014 Q4)

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