TCS Buyback - Feb 2022

Great work with excel :slight_smile:
And in principle, yes I agree, buying shares specifically to participate in buyback, does not make lot of sense.

Anyways, I think, actual entitlement for retail would be higher than 1 out of 7. Personally I think should be close to 30% or more.
So if anyone is still holding all the share, makes sense to tender entire holding (56 shares) for buyback. Actual payout would be higher that way.

Yes, tendering the entire holding makes more sense.

I recently did that for MOIL buyback, got a good acceptance ratio. :smiley:

There is no capital gains tax (Long term or short-term) for buybacks by the retail investors, right?

Yes, there wonā€™t be any applicable capital gains tax for shares bought back.

We are now past the midway into the 2weeks for eligible TCS shareholders to tender their shares in this buyback.

Here are the stats on the shares tendered for the TCS buyback so farā€¦
image
Source : BSE - Live - Offer to Buy


Let us try to guess / estimate the acceptance ratio retail investors in this buyback. :slightly_smiling_face:

With 4 Crore shares planned in the buyback,
and more than 5.3 Crore shares already tendered,
things look grim at first glance!
The final acceptance ratio is likely to be just the initial entitlement ratio. :sweat:
But, waitā€¦

:mag: Let us a take a closer look at the situation for retail investors.

Of the 4 Crore shares up for the buyback, apparently 15% are reserved for retail investors (<2Lac shareholding). This comes up to 60 Lac shares being reserved for retail shareholders of TCS. However, as we can see in the above table, 1.9 Crore shares have been tendered by retail investors already.

An acceptance ratio higher than the entitlement ratio does NOT look likelyā€¦ :roll_eyes:

But wait, thereā€™s moreā€¦

Retail shareholders of TCS would not have tendered ONLY their entitled number of shares! With the current share price of TCS significantly lower than the promised buyback price, any rational individual would tender their entire holdings of TCS and wait to see how many actually get accepted in the buyback. Assuming all retail TCS investors who have tendered their shares have tendered all their TCS shares, we can estimate they have tendered around 7x the number of shares that are guaranteed to be bought back (as the entitlement ratio = 1in 7 for retail investors). Thus, the number of entitled shares tendered so far would be around (1.9 Crore / 7) i.e. around 27 Lacs.

Let us assume this rate of participation in the buyback from retail investors of TCS continues till the end of the deadline. We can expect roughly twice the current amount tendered within the deadline i.e. about 3.8 crore shares tendered. Out of this, the number of entitled shares tendered by TCS retail investors will be 55 Lac .

With a total for 60 Lac shares (15% of the buyback) reserved for retail investors, the remaining 5 Lac shares would then be bought back from retail investors as per the terms of buyback in the TCS Buyback Letter of Offer.

The Buyback Letter of Offer mentions thatā€¦

there are currently 21 Lac retail shareholders of TCS with a combined shareholding of 4.1 Crore shares.

It also describes the logic to calculate the final acceptanceā€¦

Valid Acceptances per Small Shareholder shall be equal to
the Additional Equity Shares validly tendered by the Small Shareholder
divided by the total Additional Equity Shares validly tendered
and multiplied by the total pending number of Equity Shares to be accepted in Reserved Category.

So, for retail investor whoā€¦

  • ā€¦had 56 shares of TCS on the record date,
  • ā€¦and was entitled to 8 shares being purchased in the buyback
  • ā€¦and who had tendered all his 56 shares in the buyback

ā€¦the calculation will be as follows -

Additional accepted shares = ( (56 - 8) / 3.2 Crore ) * 5Lac = 0.75.
This will be rounded-up to accepting 1 additional share for each retail shareholder at best.

Plugging-these numbers into the updated TCS-Buyback gain-loss calculator in MS-Excelā€¦

ā€¦we can see that
for anyone interested in short-term gains,
it still makes sense to tender all eligible (not just entitled) shares,
wait for the actual acceptance ratio to be disclosed,
and plan to sell-off the rest of the unaccepted shares in the open-market after the buyback ends.


Note : A major simplifying assumption in the above analysis is that retail shareholders are holding close to the limit of 2Lac worth of shares each and are actively participating in this buyback. This is obviously not 100% true. To arrive at more accurate results, one would be wise to keep an eye on the TCS Buyback stats in BSE - Live - Offer to Buy and estimate/calculate the optimal approach for oneā€™s holdings to immediately book profits if there is no potential upside to be gained by holding for next few weeks/months.

1 Like

Yeah, probably not much acceptance this time. As a percentage of total equity, the buyback is just over 1%. Also, many are now aware of near 100% acceptance ratio in the past for the retail category so lots of supply this time.

Nice detailed calculations again :slight_smile:
Some of my observation:

I believe retail bids will not reach 3.8 crs by end of next week. I mean most retailers by now have already bid for their quota, so in 1 week 1.9 crs so in 2 weeks 3.8 crs might not be correct assumption. it might rise another 20-30% or so but I doubt it will cross 2.5-2.6 Crs.

Also, as you rightly pointed out assumption ā€œall retail are holding close to 2 lakh worth of sharesā€ is not correct.
As pointed out in TCS offer letter, 21 lac retail holds 4.1 Cr shares so average retail holding should be around 20 shares (median would be still smaller).
Also, while most retail holding close to 2 lac worth of shares would participate in buyback, lot of retail shareholders holding 10 or less shares donā€™t even bother to apply.

So with all this, I still expect acceptance ratio of around 30% or around 13-14 shares being accepted for full lot holding. But I may still be wrong. :slight_smile:

Excellent catch! :clap:

Iā€™m finding it exciting that all such key information is available in the open for free.
One simply needs to be patient and reads the documents to arrive at a proper conclusion.
No need to listen to ā€œpunditsā€ on news channels making random guesses based on their ā€œinsider knowledgeā€. :sweat_smile:

1 Like

If your shares are pledged, can you still tender them for buyback? What happens on the cut off date - do you need to unpledge them before that? Or do you need to do that on confirmation for that many number of sharesā€¦

Are there any charges for tendering pledged shares?

If your shares are pledged, can you still tender them for buyback?

You will be eligible for Corporate Action even if you have pledged your shares,
However to tender your shares in Buyback you will have to unpledge your shares.
Sources : [1] [2] [3]

Are there any charges for tendering pledged shares?

if using Zerodha,
as one cannot tender pledged shares in a buyback directly without unpledging them first,
according to List of all fees, charges, and taxes on trading and investing ā€“ Zerodha,
the charges would beā€¦

  • whatever is charged to unpledge the shares (probably zero, as ā‚¹30 + GST per pledge request).
  • ā‚¹20 + GST will be charged for OFS / buyback / takeover / delisting orders placed through Console.
  • ā‚¹30 + GST per pledge request,
    if you intend to subsequently pledge back any of your shares that did not get bought in the buyback.
1 Like

there are currently 21 Lac retail shareholders of TCS with a combined shareholding of 4.1 Crore shares.

How can 5.74 crore shares bid in retail category IF 4.1 crore shares are hold by retail on record date ???

1 Like

Maybe the individual investors also include the HNIs who hold shares worth more than 2 lacs as on the record date.

1 Like

21 lac shareholders with 4.1 cr shares was on record date.
Lot of people would have bought after record date and applied too

So I was only slightly off from my initial projections :slight_smile:
26% acceptance ratio - so around 14 shares accepted for those who had 56 shares on record date and applied fully.

2 Likes

Hehe! Cheers. Good payout :face_with_hand_over_mouth:

1 Like

Nice, I didnā€™t get any confirmation yet. For that matter, I didnā€™t even get the offer letter detailing the number of shares eligible for buyback.

Just got the buyback contract note from Zerodha. Got 10 shares accepted for the 44 tendered. About 22.7% acceptance ratio for me.