Preference Shares

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Most UK banks have issued preference shares in the past decade or so as a way of getting Tier One capital "on the cheap". Preference shares participate in Tier One because the dividends are technically optional - if the bank does not pay them, it is not bankrupt. Until recently no bank contemplated skipping a payment no these instruments.

Preference shares differ from ordinary shares in several ways:

  • They pay a predictable dividend (usually fixed, but it can be floating based on e.g. LIBOR).
  • Often the issuer can only skip dividends on preference shares in certain clearly delimited circumstances, e.g. the bank has made no profit, or has insufficient capital reserves.
  • If the issuer skips the dividend on its preference shares, it cannot pay a dividend on its ordinary shares (and often its behaviour is restricted in other ways, e.g. it may not be permitted to buy back shares).
The upshot of this is that preference shares are actually a lot more like a bond than a share. In fact, viewing them as the most junior sort of bond may make more sense than as a senior type of share.

During the financial crisis of 2008/2009 the price of preference shares plummeted. They faced a number of risks:

  • Nationalization/bankruptcy of the issuer. In those circumstances the preference shares would likely be worthless.
  • The issuer skipping dividend payments for one or more years.

I initially bought LLPF, issued by Lloyds Banking Group, at a running yield of over 20%. That did well, and more than doubled in value. Lloyds then offered holders of its preference shares a swap for either cash, Lloyds ordinary shares, or "Enhanced Capital Notes" - a form of Contingent Capital (CoCo). At this point I attempted a cunning maneuvre, sold my LLPF shares and bought LLPC, a different issue, instead. LLPC was priced as if it was certain not to qualify for the offer (it sat well below LLPF in the priority list) but I thought it had a decent chance. Sadly LLPC missed out by a gnat's whisker - and I still hold it. It will pay no dividends until 2012, but even taking that into account it offered a yield slightly above 10%, so was worth holding.

At around the same time that I was swapping LLPF for LLPC, I also bought into NWBD. This is a NatWest preference share, with unusually restrictive terms under which the issuer can skip the dividend. Although NatWest is owned by RBS, it is still a separate bank in its own right. If RBS went bankrupt I would not expect that to affect NWBD. I bought into NWBD at a yield of about 11%.