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This document provides information about equity capital markets. It begins by defining capital markets and distinguishing between equity and debt markets. The equity market allows companies to issue and trade shares/stocks to raise capital from investors in exchange for ownership. It can be split into the primary market where new shares are issued, and the secondary market for subsequent trading. The main instruments of the equity market are ordinary shares, which provide ownership rights, and preference shares, which have priority dividend rights but no voting rights. The document discusses reasons for companies to issue shares and go public, as well as the primary and secondary markets.
This document provides information about equity capital markets. It begins by defining capital markets and distinguishing between equity and debt markets. The equity market allows companies to issue and trade shares/stocks to raise capital from investors in exchange for ownership. It can be split into the primary market where new shares are issued, and the secondary market for subsequent trading. The main instruments of the equity market are ordinary shares, which provide ownership rights, and preference shares, which have priority dividend rights but no voting rights. The document discusses reasons for companies to issue shares and go public, as well as the primary and secondary markets.
This document provides information about equity capital markets. It begins by defining capital markets and distinguishing between equity and debt markets. The equity market allows companies to issue and trade shares/stocks to raise capital from investors in exchange for ownership. It can be split into the primary market where new shares are issued, and the secondary market for subsequent trading. The main instruments of the equity market are ordinary shares, which provide ownership rights, and preference shares, which have priority dividend rights but no voting rights. The document discusses reasons for companies to issue shares and go public, as well as the primary and secondary markets.
1 BASIC CONCEPT OF CAPITAL MARKET The market for trading long-term debt instruments (those that mature in more than one year). Also used in a more general context to refer to the market for stocks, bonds, derivatives and other investments. To serve the public and private sectors need for financing requirements
2 DIFFERENCES BETWEEN EQUITY AND DEBT MARKETS What Does Equity Market Mean? The market in which shares are issued and traded, either through exchanges or over-the-counter markets. Also known as the stock market, it is one of the most vital areas of a market economy because it gives companies access to capital and investors a slice of ownership in a company with the potential to realize gains based on its future performance.
3 This market can be split into two main sectors: the primary and secondary market. The primary market is where new issues are first offered. Any subsequent trading takes place in the secondary market.
4 DIFFERENCES BETWEEN EQUITY AND DEBT MARKETS What Does Bond/Debt Market Mean? The market for trading debt instruments. The debt market is any market situation where trading debt instruments take place. Examples of debt instruments include mortgages, promissory notes, bonds, and Certificates of Deposit. DIFFERENCES BETWEEN EQUITY AND DEBT MARKETS 5 The bond market (also known as the debt, credit, or fixed income market) is a financial market where participants buy and sell debt securities, usually in the form of bonds. Nearly all of the bonds trading takes place between broker-dealers and large institutions in a decentralized, over-the-counter (OTC) market. However, a small number of bonds, primarily corporate, are listed on exchanges.
6 DIFFERENCES BETWEEN EQUITY AND DEBT MARKETS Other than definition Return? Risk? DIFFERENCES BETWEEN EQUITY AND DEBT MARKETS 7 EQUITY MARKET INSTRUMENTS: SHARE/STOCK Investing in shares of stock Represents ownership a share of stock is a financial security issued to raise long-term capital for business growth and expansion The company may issue up to the amount of its authorized capital Main classes of shares are ordinary and preference shares Companies are said to be going public when their shares are listed and quoted on the stock exchange
8 INVESTING IN SHARES Reasons why investors invest in shares: Income from dividends Distribution of profits Depend on dividend policies Capital gain from the appreciation of share value Capital gain is the difference between the purchase price and the selling price buy low, sell high What about if the price keeps going down??? 9 Ordinary shares Owners of the company, shareholders, also known as equity capital or equities Par value (in Malaysia) normally RM1 or RM0.50 The value assigned to a unit of share when it is authorized, and is much less that its expected market value Where to get the market value of a share? ORDINARY SHARES 10 Privileges and legal rights of ordinary shares: 1. Voting privileges Statutory voting Allows using all votes based on the total shares for each of the vacancies for the board of directors Cumulative voting Increases the number of votes that a shareholder can use for a particular candidate, could be apportioned in any way
11 ORDINARY SHARES 2. Right to information Reports, audited financial statement, minutes of the meetings of the board of directors, examine the list of shareholders 3. Pre-emptive rights It is the right of existing shareholders to purchase shares of a new issue of the company before they are offered to the public, so that existing shareholders can maintain proportionate ownership of the company Issues subscription rights ( no. of shares and price)
ORDINARY SHARES 12 4. Rights to dividends 5. Limited liability Limits the liability of shareholders to the capital they own in the company 6. Residual claim In the case of liquidation
13 ORDINARY SHARES PREFERENCE SHARES Typically do not carry voting rights Entitled to receive dividend before payment is made to ordinary shareholders 14 Rights attached to preference shares: Before a dividend can be declared on the ordinary shares, any dividend obligation to the preference shares must first be satisfied The dividend rights are often cumulative Preference shares may or may not have a fixed liquidation value or par value Have a claim on liquidation proceeds in the event of a company failure Have a negotiated fixed dividend amount, either specified as a percentage of par value or as a fixed amount
15 PREFERENCE SHARES Types of preference shares: Cumulative preference shares Should there be any shortage of the dividend payment, the arrears are carried forward Non-cumulative preference shares No rights of dividends in arrears Participating preference shares In addition to the stated preferential yearly dividend, the holders possess the right to participate in any further profits after the ordinary shareholders have received their dividends Redeemable preference shares Will be redeemed later by the company Convertible preference shares Allow the holders to exchange for a pre-determined number of the companys ordinary shares 16 PREFERENCE SHARES Unlike interest on debt financing, preference dividends are not tax deductible Issuance of preference shares can actually avoid the threat of bankruptcy that exists with debt financing Unlike interest, unpaid preference dividends are not the liability of the company and unlike debt holders, preference shareholders cannot force a company into liquidation because of unpaid dividends 17 PREFERENCE SHARES TYPES OF STOCKS 1. Blue chip priced high, low volatility, steady stream of dividends, safe investment, little room to appreciate because they are so large 2. Penny low-priced, speculative, very risky, normally issued by companies with a short and erratic history of revenues and earnings, popular among small speculators 3. Income pay higher than average dividends, paid by large and established companies with stable earnings such as utilities and telephone companies 4. Value currently selling at a low price, companies that have good earnings and growth potential but their stock prices do not reflect it 5. Defensive prices stay stable when the markets declines, issued by industries that naturally do well during recessions, e.g. food and utilities companies 6. Cyclical move up or down with the business cycle. E.g. housing industry 7. Treasury a type of stock that has been bought back by the company that issued it, may be because the price is underpriced, set aside for future uses 18 PRIMARY MARKET The new issue market, the market for issuing new securities public issue, going public or floatation on the stock exchange When we say that a company is doing an IPO (initial public offering), it means the company is issuing ordinary shares or shares to the public for the first time 19 The stocks can be purchased through brokerage firms and other parties (some commercial banks and financial institutions) acting as agents for investment banks In IPO, the money flows directly to the company An IPO is a high risk investment and too speculative
20 PRIMARY MARKET Why do companies go public? 1. To obtain more capital to finance growth Fast growing companies Opens to a wider pool of investors Often perceived as financially stronger and may enjoy better credit rating, enabling to borrow at a favorable interest rates 2. To source long-term capital Can raise additional capital 3. To allow owners to realize their assets Floatation allows existing shareholders to release some of their equities as well as raise new capital 4. To make the shares more marketable Increase liquidity The market value can be easily determined Shares can be used as collateral for loans 21 PRIMARY MARKET 5. To enable payment of managers by stock options Incentives to improve performance 6. To facilitate growth by acquisition Easy to offer own shares for the purpose of acquisition 7. To enhance the companys image Gives an aura of financial respectability, which may encourage new business contracts 8. To act as a catalyst for the participation of foreign partners May encourage foreign investment in the company 9. To establish good corporate governance practices Management is accountable to shareholders who ensure that the company operates in an appropriate manner 10. To boost employee pride Make the employees aware of the companys reputation and encourage them to enhance it 22 PRIMARY MARKET Listing methods Public offering Offering the share capital for sale to the public Private placement A private offering made to a limited number of persons 23 PRIMARY MARKET PRIMARY MARKET Public offer for sale Selling the shares to the public A large issue will probably take the form of an offer for sale during the first time issuance (when companies go public) Shares can be offered to the public either at a fixed price (an agreed price between the company and the lead investment bank) or by tender (invitation to submit chosen offer) Normally all new issues will be sold through an investment bank Prospectus For the tender, after all tenders are received, they will be ranked from the highest downwards and a striking price is established. The striking price is the price of the last tender which just clears the issue. 24 Private placement Shares are offered to clients or other contacts of the investment bank leading the issue, rather than to general public Advantage: the costs of advertising and producing documentation are reduced Disadvantage: Shares being held by a smaller number of more powerful investors The discount on the issue is greater than with public offer (the difference between the price at which the shares are first sold and the price at which they are subsequently traded in the market) Refer to http://www.klse.com.my/website/bm
25 PRIMARY MARKET The cost of an IPO Extremely expensive the costs engaging underwriters, attorneys, accountants, printing prospectus, listing fee The most expensive cost is underwriters discount Underwriters help determine the price of offering, draft prospectus, find potential investors 26 PRIMARY MARKET Rights issue A company wishing to issue additional new shares A rights issue is an issue of new shares where existing shareholders have pre-emptive rights to subscribe for the shares before other investors 27 PRIMARY MARKET SECONDARY MARKET After a share has been sold through the primary market, the subsequent trading will take place in the secondary market. Trading among investors Shows liquidity of stocks investment Much larger and much more active than the primary market Where the price discovery occurs and liquidity is created No additional funds to the company 28 STOCK EXCHANGES A stock exchange is a corporation which provides a place and facilities for the trading of shares, unit trusts and other investment products. On the stock exchange, investors are represented by brokers Provide facilities for the issuance and redemption of securities and act as the clearing house for each transaction Eliminate the default risk Provide real-time trading information on the listed securities facilitate price discovery 29 Two types of stock exchange: Physically located and transactions are executed on a trading floor using a method known as open outcry where brokers and traders may submit verbal bids and offers simultaneously (NYSE) A virtual kind where it is equipped with network of computers where trades are conducted electronically through the actions of traders Stock market is often considered the primary indicator of a countrys economic strength and development Listing requirements (refer to Bursa Malaysias website) 30 STOCK EXCHANGES Bursa Malaysia The only stock exchange approved by the Minister of Finance under the provisions of the Securities Industry Act 1983 The public trading started in 1960 under the name of Malayan Stock Exchange (MSE) 1963 - known as Stock Exchange of Malaysia (SEM) 1965 - became the Stock Exchange of Malaysia and Singapore (SEMS) 1973 - SEMS split into the Kuala Lumpur Stock Exchange Berhad (KLSEB) and Stock Exchange of Singapore (SES) 1976 - Kuala Lumpur Stock Exchange (KLSE) took over the operation of KLSEB Jan 2004 KLSE became a public company limited by shares April 2004 changed its name to Bursa Malaysia
31 STOCK EXCHANGES Bursa Malaysia In the 1960s, started with only Main Board as the board for company listing 1988 the establishment of Second Board For smaller firms that do not meet the requirement of the main board August 2009 combines Main Board and Second Board into a single market known as main market October 1997 the Malaysian Exchange of Securities Dealing and Automated Quotation (MESDAQ) was launched Intended as an avenue for small and medium enterprises in technology related areas to raise capital August 2009 changed its name to ACE (Access, Certainty, and Efficiency) Provides lower listing requirements and open to companies of all sectors 32 STOCK EXCHANGES Over-the-counter market Is a network of dealers who buy and sell the stocks of companies that are not listed on the stock exchange Example: NASDAQ Reason: unable to meet stock exchange listing requirements Stock of listed companies can be traded on the OTC market 33 STOCK EXCHANGES TRADING PROCESS Buying and selling of shares are done through brokerage houses that are members of the stock exchange A stockbroker A licensed individual registered with the securities commission An instruction given to broker to buy or sell is actually giving an order Types of orders 1. Market order 2. Limit order 3. Stop loss order 34 Market order a request to buy or sell shares at the best price available when the order reaches the marketplace Limit order a request to buy or sell shares at a specified price (the limit) or better Stop loss order an order to sell a particular stock at the next available opportunity after the price of the stock reaches a specified amount. To prevent further losses. 35 TRADING PROCESS Buying stock on margin Buying shares but does not pay the full amount. A part of the amount is financed through buying on margin. Must have a margin account with the broker Will need to pay interest on the borrowed amount Investors buy on margin because the financial leverage provided by borrowing money can increase the return on investment But, in a declining market, buying on margin can be a risky strategy 36 TRADING PROCESS Selling short A way for investors to make money in a declining stock market by borrowing rather than buying stocks Steps involved: 1. Borrow shares from a broker 2. Sell the borrowed shares, assuming the price of similar shares will drop in a reasonably short period of time 3. Purchase similar shares at a lower price 4. Replace the shares borrowed with the purchased shares How well you can forecast? 37 TRADING PROCESS STOCK MARKET INDEXES Refer to the movement of the prices in a market or a section of a market Each of the indexes tracks the performance of a specific basket of stocks considered to represent a particular market Types of stock market indexes: 1. Broad-base index 2. Price-weighted index 3. Market-value weighted or capitalization-weighted index 4. Market-share weighted index 38 1. Broad-base index represents the performance of a whole stock market and by proxy reflects investor sentiment on the state of the economy. Example: KLCI, Hong Kong Hang Seng Index 2. Price-weighted index an index in which each stock influences the index in proportion to its price per share. Stocks with higher price will be given more weight and will have greater influence over the performance of the index. Example: American Dow Jones Industrial Average 3. Market-value weighted A type of index whose individual components are weighted according to their market capitalization, so that larger components carry a larger percentage weighting. A relatively small shift in the price of stock price of a large company will heavily influence the value of the index. 39 STOCK MARKET INDEXES 4. Market-share weighted index Price is weighted to the number of shares, rather than their total value. All outstanding shares are included. 40 STOCK MARKET INDEXES PARTICIPANTS IN THE EQUITY MARKET In an economic system, there units with excess funds and units with deficits. These units will meet in the capital market to satisfy each other needs. Those who have excess cash will invest or give loans to those who need cash. All these units include households, corporations, financial institutions, government and foreigners Besides the units, there are also intermediaries that act on behalf of the units such as brokers and investment banks 41 THE ROLE OF SECURITIES COMMISSION (SC) Securities Commission (SC) Established on 1 March 1993 under the Securities Commission Act 1993, the SC is a self-funding statutory body with investigative and enforcement powers. It reports to the Minister of Finance and its accounts are tabled in Parliament annually. The SC's many regulatory functions include: 1. Supervising exchanges, clearing houses and central depositories; 2. Registering authority for prospectuses of corporations other than unlisted recreational clubs; 3. Approving authority for corporate bond issues; 4. Regulating all matters relating to securities and futures contracts; 5. Regulating the take-over and mergers of companies
42 5. Regulating all matters relating to unit trust schemes; 6. Licensing and supervising all licensed persons; 7. Encouraging self-regulation; and 8. Ensuring proper conduct of market institutions and licensed persons. Underpinning all these functions is the SC's ultimate responsibility of protecting the investor. Apart from discharging its regulatory functions, the SC is also obliged by statute to encourage and promote the development of the securities and futures markets in Malaysia. Website: www.sc.com.my
43 THE ROLE OF SECURITIES COMMISSION (SC) ISLAMIC CAPITAL MARKET: EQUITY Islamic financial framework Islamic money market, capital market, forward market, limited foreign exchange Instruments and operating procedures are different Operates in an interest-free environment Different principles Derived from Shariah (Islamic Law) Sources are from Holy Quran and Sunnah which condemn riba-based transactions as sinful 44 ISLAMIC CAPITAL MARKET: EQUITY 45 Islamic financial markets Islamic banking Islamic money market Islamic capital market Islamic deposits Islamic financing Equity funds Sukuk ISLAMIC CAPITAL MARKET: EQUITY Basic concept is permissible in Shariah Key components of Islamic capital market are Shariah-compliant stocks, Islamic funds and Islamic investment certificates known as Sukuk Islamic funds: >200 mutual funds of various categories Shariah compliant investment facilities Operates in Saudi Arabia, the United Arab Emirates, Bahrain, Kuwait, Qatar, Pakistan, Malaysia, Brunei, Singapore, Germany, Ireland, UK, US, Canada, Switzerland and South Africa Most of Islamic funds are equity funds 46 Main categories of Islamic funds: 1. Equity funds invest in the shares of joint stock companies and returns are in the form of capital gains and dividends which are distributed on a pro rata basis among investors neither the principal nor a rate of profit cab be guaranteed.
What Does Pro-Rata Mean? Used to describe a proportionate allocation. A method of assigning an amount to a fraction, according to its share of the whole.
47 ISLAMIC CAPITAL MARKET: EQUITY Equity funds can be divided into: a. Regular income funds Earn profit through dividends paid by investee companies Regular income stream Risk averse investors Example: CIMB Equity Income Fund, RHB Islamic Equity Fund b. Capital gain funds Earn profit through capital gain from frequent sale and purchase of Shariah compliant stocks Better return Example: AmIslamic Growth Fund c. Aggressive funds Invest in high risk securities to generate abnormal profits Example: CIMB Aggressive Equity Fund d. Balanced funds Invest in high quality securities with less risk and give the investors a regular income stream based on div and capital gains Example: AmIslamic Balanced Fund 48 ISLAMIC CAPITAL MARKET: EQUITY 2. Ijarah funds Such funds are used to purchase assets for the purpose of leasing. Rentals received are distributed among subscribers. 3. Commodity funds Funds used to purchase different commodities for the purpose of resale. 4. Murabaha funds closed-end funds, not negotiable in the secondary market. No tangible assets involved. 5. Mixed funds The subscription employed in different type of investments. 49 ISLAMIC CAPITAL MARKET: EQUITY Equity stocks included in the equity funds need to be compliant with Shariah guidelines Decided by Shariah boards Some screening criteria: The capital structure of the investee company must be predominantly equity based (debt less than 33%) The investee company is prohibited from investing in interest- based financial institutions and involve in areas of gambling, alcohol production etc. The most widely used Islamic index to measure Shariah compliant investable equities is the Dow Jones Islamic Market indexes 50 ISLAMIC CAPITAL MARKET: EQUITY In Malaysia, companies are classified as Shariah non-compliant securities if they are involved in the following core activities: Financial services based on interest Gambling and gaming Manufacture or sale of non-halal products or related products Conventional insurance, entertainment activities that are non-permissible according to shariah Manufacturing or sale of tobacco-based products or related products Stock broking or share trading in Shariah non-compliant securities and other activities deemed non-permissible according to Shariah
51 ISLAMIC CAPITAL MARKET: EQUITY Islamic equity fund investors Main investors are from the Gulf countries
http://www.klse.com.my/website/bm/products_and_ services/islamic_capital_market/ICM_Shariah.html 52 ISLAMIC CAPITAL MARKET: EQUITY