Preference shares took centre stage on the financial pages and Aviva press cuttings during March. It looks like we haven’t seen the end of the shenanigans with reports of further FCA digging. So what was all the fuss about?

Firstly, a bit of relevant background. These preference shares look like a bond (pay coupons) but have no fixed maturity i.e. are irredeemable. They also look like equity, carrying voting rights. Issued back in the early 1990s, at the time they added to the capital of the issuer and have traded like ultra-long bonds. Indeed as the instruments were issued with dividends (coupons) in the ball park of 8%, it is no surprise they have traded materially above their 100 issue price. The Aviva 8.625% bond was trading at 175 before the Aviva announcement.

So why did Aviva make its proposal to cancel these preference shares? Since the financial crisis there have been myriad changes to banking regulation and one of the outcomes of this is that these preference shares are not as useful as they were in counting towards capital as set down by regulators. Thus, Aviva, not unreasonably, sought to figure out how it could redeem the irredeemable preference shares.

Nothing wrong so far except for the plan. The plan proposed was in essence to amalgamate the voting rights of ordinary shareholders with those of the preference shareholders, ensuring the preference shareholder voice was drowned. Or put another way: propose a legal scheme by which the small minority (the preference shares) who are receiving those 8.625% coupons are made to vote equally with the vast majority of shareholders, who are in essence paying the 8.625% coupons. Good for ordinary shareholders because the proposition was to buy the preference shares back at 100 – where they were issued over 20 years ago – rather than the current market price of 175.

Even more succinctly, the scheme proposed a compulsory property purchase at 1990s prices (100) rather than today’s price (175). How could that “clever” scheme have been proposed? Who thought that that could be a good idea for ALL stakeholders? Forced appropriation of assets at below market price isn’t the stuff of equitable governance. No wonder there was uproar; the proposal had all the hallmarks of inward looking self-interest and absence of broader scrutiny.

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