Recently there has been a lot of noise about reduction in percentage difference (discount) between ordinary shares of Tata Motors and its DVRs.
For those who don’t know, Tata Motors has two kinds of shares listed on exchanges.
Ordinary shares (TTM) …and the DVR shares.
What is a DVR share?
DVRs are a completely different class of shares of a company whose ordinary shares are already listed on exchanges. DVR stands for Differential Voting Rights. It means that when compared to ordinary shares, a DVR carries different voting rights.
In India, it all started in 2008 when Tata Motors became the first Indian company to issue DVRs. The company came out with a Rights Issue where existing investors of TTM, were offered 1 DVR share for every 6 ordinary share held by them. As for the voting rights, one DVR share of Tata Motors has only 10% voting rights of an ordinary share, i.e. you get only one vote for every 10 DVR shares.
Apart from Voting Rights, is there any other difference between a DVR and an Ordinary share?
When you buy DVRs, you have lesser voting rights. And this needs to be compensated for. The shareholders of DVR are entitled to an extra 5% dividend compared to ones given to ordinary shareholders.
|Dividend History (2010 Onwards) – Tata Motors (Ordinary & DVR shares)|
Unlike India, DVRs are used extensively in other countries to prevent hostile takeovers. At times these are used to bring money into the company without significant dilution of promoter’s voting rights. On an average, DVRs trade at a 10%-15% discount to ordinary shares.
Tata Motors – DVR Discount Trend Analysis
Like global peers, TTM-DVR also trades at a discount to ordinary TTM shares. But there is something interesting about this discount. I plotted this discount and found that in past 4 years, this discount has oscillated between 30% to 50%. And this is nowhere close to global average of 10-15%.
As of now, its quite close to its 4 year lows. And this has happened because share prices of DVRs have outpaced that of ordinary shares since start of 2014.
|Discount at which DVR has traded in last 4 years|
Now in 2008, when DVR was originally offered, the discount was a reasonable 10%. But over time, this discount kept widening until it reached almost 60% in mid-2013!
And this seems to be against common sense. That is because both DVRs and ordinary shares are based on the same business. Only difference is of the voting rights. And that anyways has been compensated for by a higher dividend promise to DVR holders. Ideally, discount should not be so large.
But in past few weeks, this discount has reduced to 33%. And many market participants now believe that this trend will continue and eventually, discount will settle at levels of 10%-15%. But we must remember that this is not the first time discount has come down. Few years back in 2010, discount had narrowed down to levels below 30%. Even at that time, experts felt that time had come for markets to give more respect to DVRs and that discounts will stabilize at 10-15%. But markets have this uncanny knack of surprising…And it did surprise once again by proving the experts wrong.
Price of DVRs fell and once again, it was available at huge discounts to ordinary shares. As mentioned above, discount almost touched 60%.
This time too, I am not sure if experts have any idea what they are talking about when they say that discounts would further reduce. 🙂
Beware – Controversial Idea Ahead
The last traded price for TTM was Rs 468 and that for DVR was Rs 312. Now simple calculation tells that for gaining ‘a’ vote in Tata Motors’ votings, you will have to shell out Rs 156 extra (468-312). I personally don’t think this makes sense for small investors. It might make some if you have substantial stake in Tata Motors and want to affect company’s decision making. But since you are reading this post on this small website, I assume you don’t have a very big stake in Tata Motors. 😉
I agree that its very important to exercise voting rights if the company is not being managed properly or its taking certain decisions which are not in best interest of minority shareholders. But broadly speaking, Tata Motors is managed decently if not brilliantly. And hence a small investor should not worry too much about his voting rights and consider DVRs as long term bets (if convinced about Tata Motors business).
One is getting the same business at 30% discount with assured higher dividends.
And if the DVR discount was to reduce further, a DVR investor stands to gain further as he will also be earning higher dividends in addition to capital appreciation. And if discount does eventually become insignificant, one can always sell DVRs and buy ordinary shares.
But having said that, please understand that we are not valuing DVR here. We are just discussing the discount at which DVR shares are available. It is very much possible that ordinary shares are over-valued and consequently, DVR may themselves be overvalued.
Why Did DVR Rise Much Faster Than Ordinary Shares in 2014?
The DVR shares have outperformed ordinary shares in last 6 months as evident from graph below:
|Price Appreciation in last 6 months – TTM and DVR|
Now the text that follows can be speculative and you should take it with a pinch of salt.
In last week of June 2014, a UK based fund house Knight Assets came out with a recommendation for Tata Motors. It advised the company to list its (planned) new DVR shares on New York Stock Exchange. But it asked Tata Motors to add the words ‘Jaguar Land Rover’ to the name of the DVR before listing. This according to fund would help it correct the big discount which DVR trades at and bring it in line with global averages of 10-15%. And since US markets are more familiar with JLR brands and with the dual-class shares, it would help listing the DVR in US markets.
This possibility of international listing might not be the only reason, but possibly one of the main reasons why DVR prices were running way ahead of ordinary shares.
Another possible reason can be that markets and analysts in general had ignored this stock completely in past few years. And because of this absence from analyst’s radars, it kept going down without any logical reason. Another evidence that markets can be irrational at times.:-)
What do you think? What are your thoughts about DVR shares of Tata Motors?
Disclosure: No positions in both the shares discussed above.
Thanks for making it easier to understand… I am sharing it on my page with your permission…
Thanks for this insightful post, Dev!
What might be your reliable source(s) for news about a company? 😉
Pretty sensible article Dev. And thanks a ton for deliberating issues related with DVR in detail. I was unaware about few of them. Warm regards, Aditya
Nice one! I will try and keep my eyes open for desirable companies with DVR shares! However, if you were to add information such as in my questions below, this would become an invaluable post!
how do you purchase such shares? Are they listed differently in the stock market? Can you provide some examples of such companies having DVR shares?
taking loan for unproductive use is very risky and one must avoid nice article congrats
Just do add a linkback to the original article. 🙂
Though not used at all by most Indian companies, it can be an interesting option for investors who are not interested in voting rights and have faith on management.
DVRs like Tata Motors are traded like normal shares on exchanges. They are listed alongwith ordinary shares of the companies. You might like to check this link on NSE's website which provides details about Tata Motors' DVR – http://goo.gl/t64JuU
There are few more DVRs listed on Indian exchanges like Jain Irrigation's DVR, Gujarat NRE Coke DVR and Future Retail DVR.
Thanks for your kind words Madhu.
And rest assured, I am no insider. I only have access to information available in public domain. 🙂
very useful for long term investors
Hmm, interesting little article you wrote above…
Thanks Rohan 🙂
I think this was an extremely informative article. Thank you so much. You helped clear out a lot of doubts in my mind. Just one question.. Is the equity the same? For both classes of shares? I know this may sound silly but just to be clear.Thanks,Suraj