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    FINS1612: Capital Markets and Institutions

    Chapter 1 : A modern financial system – an overview

    1.1 Functions of a financial system

      Money 

    Acts as medium of exchangeo  Allows specialisation in production 

    o  Solves the divisibility problem; ie. where medium of exchange does not represent equal value for the

    parties to the transaction 

    o  Facilitates saving 

    o  Represents a store of wealth 

      Role of Markets 

    o  Facilitate exchange of goods and services by: 

      Bringing opposite parties together 

      Establishing rates of exchange ie. prices 

      Makes things easier to do the exchange 

     

    Surplus Units 

    o  Savers of funds available for lending 

      Deficit Units 

    o  Borrowers of funds for capital investment and consumption 

      Financial instrument 

    o  Issued by a party raising funds, acknowledging a financial commitment and entitling the holder to

    specified future cash flows 

      Double coincidence of wants satisfied 

    o  A transaction between two parties that meets their mutual needs 

      Flow of funds 

    Movement of funds through the financial system between savers and borrowers giving rise to

    financial instruments 

      Financial system

    o  Comprises financial institutions, instruments and markets facilitating transactions for goods and

    services and financial transactions. 

    o  Everything and everyone is in it for the transaction to occur or take part in the market 

      Attributes of Financial assets 

    o  Return or yield

      Total financial compensation received from an investment expressed as percentage of the

    amount invested. 

    Risk 

      Probability that the actual return on an investment will vary from the expected return 

    o  Liquidity 

      Ability to sell an asset within a reasonable time at current market prices and for reasonable

    transaction costs 

      Means a lot of buyers and sellers 

    o  Time –pattern of cash flows 

      When the expected cash flows from a financial asset are to be received by the investor or

    lender 

      An efficient financial system: 

    Encourages savings o  Directs savings to the most efficient users 

    o  Is a combination of assets and liabilities comprising the desired attributes of return , risk ,liquidity

    and timing of cash flows 

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    1.2 Financial institutions

      Most people have used the services of a financial institution at some stage, even if the service was simply a

    basic bank account

      Financial institutions may specialised in:

    o  Taking deposits , providing advice to corporate and government clients or offering financial contracts

    such as insurance

      Financial institutions are essential to the operation of the modern financial system

      Financial institutions permit the flow of funds between borrowers and lenders by facilitating financial

    transactions

      Institutions may be categorised by differences in the sources and uses of funds

    o  Depository financial institutions

    o  Investments banks and merchant banks

    o  Contractual savings institutions

    o  Unit trusts

      Depository financial institutions

    o  Mainly attract the savings of depositors through on- demand deposit and tem deposit accounts; eg.

    Commercial banks , building societies and credit cooperatives

    o  Mainly provide loans to borrowers in household and business sectors

    o  Eg. Banks , earn money from interest rates

      Investment banks and merchant banks

    o  Mainly provide off-balance sheet (OBS)( not shown on the balance sheet) advisory services to

    support corporate and government clients eg. Advice on mergers and acquisitions , portfolio

    restructuring, finance and risk management

    o  May also provide some loans to clients but are more likely to advise on raising funds directly in

    capital markets.

    o  Do not make money from interest rates but instead use the advisory fee

     

    Contractual saving institutions 

    o  The liabilities of these institutions are contracts that require, in return for periodic payments to the

    institution, the institution to make payments to the contract holders if a specified event occurs eg.

    Life and general insurance companies and superannuation funds

    o  The large pool of funds is then used to purchase both primary and secondary market securities

    o  Payouts are made for insurance claims and to retirees.

      Unit Trusts 

    o  Formed under a trust deed and controlled and managed by a trustee

    o  Funds raised by selling units to the public ; investors purchase units in the trust

    o  Funds are pooled and invested by fund managers in a range of asset classes specified in the trust

    deedo  Types of unit trusts include equity , property , fixed interest and mortgage trusts

    o  Trustee- like a contract

      Equity 

    o  Ownership interest in an asset

    o  Residual claim on earnings and assets

      Dividend

      Liquidation

    o  Types

      Ordinary share

     

    Hybrid ( or quasi- equity ) security  Preference shares- might have some minimum periodic interest payment

      Convertible notes

    1.3 Financial Instruments

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      Debt 

    o  Contractual claim to:

      Periodic interest payments

      Repayment of principal

    o  Ranks ahead of equity

    o  Can be:

      Short term ( money market instrument) or medium – to long term ( capital market

    instrument)

      Secured or unsecured

      Negotiable ( ownership transferable ; eg. Commercial bills and promissory notes) or non-

    negotiable ( eg. Term loan obtained from a bank)

      Derivatives 

    o  A synthetic security providing specific future rights that derives its price from ( help cover the risks

    involved);

      A physical market commodity

      Gold and oil

     

    Financial security

      Interest rate sensitive debt instruments, currencies and equities

    o  Used mainly to manage price risk exposure and to speculate

      Three basic derivative contracts 

    o  Futures contract

    o  Forward contract

    o  Option Contract

    1.4 

    Financial markets

      Matching principle 

      Primary and secondary market transactions 

     

    Direct and intermediated finance 

      Wholesale and retail markets 

      Money markets 

      Capital markets 

      Matching principle 

    o  Short-term assets should be funded with short term ( money market ) liabilities eg. seasonal

    inventory needs funded by overdraft 

    o  Longer term assets should be funded with equity or longer term ( capital market) liabilities eg.: 

     

    Equipment funded by debentures 

      Lack of adherence to this principle accentuated effects of frozen money markets with the

    ‘sub- prime’ market collapse 

      Primary market transactions 

    o  The issue of new financial instrument to raise funds to purchase goods , services or assets by: 

      Business 

      Governments 

      Individuals 

    o  Funds are obtained by the issuer 

    o  Direct finance 

     

    Secondary market transaction 

    o  The buying and selling of existing financial securities 

      No new funds raised and therefore no direct impact on original issuer of security 

      Transfer of ownership from one saver to another saver 

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      Provides liquidity , which facilitates the restructuring of portfolios and securities owners 

      Direct finance 

    o  Users of funds obtain finance through primary market via direct relationship with providers ( savers0 

    o  Advantages 

      Avoids costs of intermediation 

      Increases access to diverse range of markets 

      Greater flexibility in range of securities users can issue for different financing needs 

    o  Disadvantages 

      Matching of preferences 

      Liquidity and marketability of a security 

      Search and transaction costs 

      Assessment of risk , especially default risk 

      Intermediated financial flow markets 

    o  A financing arrangement involving two separate contractual agreements whereby the saver provides

    funds to an intermediary and the intermediary provides funding to the ultimate user of the funds 

    o  Advantages 

     

    Asset transformation 

      Maturity transformation 

      Credit risk diversification and transformation 

      Liquidity transformation 

      Economies of scale 

      Wholesale markets 

    o  Direct financial flow transactions between institutional investors and borrowers 

      Involves larger transactions 

      Retail markets 

    o  Transactions conducted primarily with financial intermediaries by the household and small- to

    medium- sized business sectors   Involves smaller transactions 

      Money Markets 

    o  Wholesale markets in which short-term securities are issued and traded 

    o  For short term 

      Capital markets 

    o  Markets in which longer term securities are issued and traded with original term – to – maturity in

    excess of one year 

    Summary

     

    The Financial system is composed of financial institutions, instruments and markets facilitating transactionsfor goods and services and financial transactions

      Financial instruments may be equity , debt or hybrid

      Financial markets may be classified according to:

    o  Primary and secondary transactions

    o  Direct and intermediated flows wholesale and retail markets

    o  Money markets and capital markets

    o  Financial institutions

    Commercial banks

    Main activities

      Commercial banks provide a full range of financial services 

      Asset Management 

    o  Loans portfolio is tailored to match the available deposit base ( orientated around assets) 

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      Liability management 

    o  Deposit base and other funding sources are managed to meet loan demand 

      Borrow directly from domestic and international capital markets 

      Provision of other financial services 

      Off-balance- sheet (OBS) business 

      Importance of banks (again):

    o  Asset transformation

    o  Maturity transformation

    o  Credit risk diversification & transformation

    o  Liquidity transformation

    o  Economies of scale 

    Source of Funds

      Banks- balance sheet 

    Banks have a liability to give back the money

      Sources of funds appear in the balance sheet as either liabilities or shareholders’ funds 

      Banks offer a range of deposit and investment products with different mixes of liquidity, return, maturity

    and cash flow structure to attract the savings of surplus entities

      Current account deposits

    o  Funds held in a cheque account

    o  Highly liquid – be able to with drawl how much you want 

    o  May be interest or non-interest bearing 

      Term Deposits 

    o  Funds lodged in an account for a predetermined period at a specified interest rate 

     

    Term: one month to five years

      Loss of liquidity owing to fixed maturity

      Higher interest rate than current or call accounts

      Generally fixed interest rate ( banks do penalties if you do withdrawl) 

      Negotiable certificates of deposit (CDs)

    o  Issued by a bank in its own name

    o  Issued at a discount to face value

    o  Highly negotiable security

    o  Short term (30 to 180 days) 

      Debt liabilities 

    Medium- to longer term debt instruments issued by a bank 

      Debenture ( like a loan) 

      Unsecured note 

      Foreign currency liabilities 

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    o  Debt instruments issued into the international capital markets that are denominated in a foreign

    currency 

      Allows diversification of funding sources into international markets

      Facilitates matching of foreign exchange denominated assets

      Meets demand of corporate customers for foreign exchange products 

      Loan Capital and shareholders’ equity 

    o  Sources of funds that have characteristics of both debt and equity (e.g. subordinated debentures

    and subordinated notes) 

      Subordinated means the holder of the security has a claim on interest payments or the

    assets of the issuer, after all other creditors have been paid (excluding ordinary shareholders) 

    Use of Funds

      Uses of funds appear in the balance sheet as assets 

      The majority of bank assets are loans that give rise to an entitlement to future cash flows; i.e. interest and

    repayment of principal: 

    o  Personal and housing finance

    Commercial lending

    o  Lending to government 

      Personal and Housing finance 

    o  Housing finance

      Mortgage

      Amortised loan 

    o  Investment property

    o  Fixed-term loan

    o  Credit card 

      Commercial lending 

    Involves bank assets invested in the business sector and lending to other financial institutions 

      Fixed- term loan 

    o  A loan with negotiated terms and conditions 

      Period of the loan

      Interest rates

      Timing of interest payments

      Repayment of principal 

      Overdraft

      Bills of exchange

      Leasing

     

    Lending to government

    o  Treasury notes

      Short-term securities issued by the government

    o  Treasury bonds

      Medium- to longer-term securities issued by the government that pay a specified interest

    coupon stream

    o  State government debt securities

    o  Low risk and low return

    Off balance sheet Business

     

    OBS transactions are a significant part of a bank’s business  OBS transactions include:

    o  direct credit substitutes

    o  trade- and performance-related items

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    o  Commitments – Underwriting, Repos

    o  foreign exchange, interest-rate- and other market-rate related contracts

      Direct credit substitutes

    o  An undertaking provided by a bank to support the financial obligations of a client.

      Trade- and performance-related items

    o  An undertaking provided by a bank to a third party promising payment under the terms of a

    specified commercial contract.

      Commitments

    o  The contractual financial obligations of a bank that are yet to be completed or delivered.

    o  E.g., underwriting.- if people don’t buy the number of shares at a price or something than the bank

    buys it

      Foreign exchange, interest-rate- and other market rate-related contracts:

    o  The use of derivative products to manage exposures to foreign exchange risk, interest rate risk,

    equity price risk and commodity risk (i.e. hedging)

    o  E.g., futures, options, foreign exchange contracts, currency swaps, forward rate agreements (FRAs)

    o  Also used for speculating

     

    To the extent that these OBS activities involve risk taking and positions in derivative securities, OBS activities

    raise some concerns about bank regulation

      This is a particularly important concern when the size of off balance sheet activities is considered

      The notional value of such activities is more than 5 times the total value of assets held by the banks

    Regulation and Supervision

      The GFC has focussed attention on the regulation of the financial system

      A number of financial institutions collapsed during the crisis

      The amount of leverage on the balance sheets of these institutions was a primary factor contributing to their

    weakness (high leverage- more risky)

      Debate concerning bank regulation and prudential supervision has concentrated on how regulators can

    maintain a stable financial system

    Capital Adequacy Standards

      The business activities of financial institutions will inevitably involve the need to write-off of abnormal

    business losses

      The capital held by financial institutions serves as the ‘buffer’ against such losses 

      If capital is inadequate, a financial institution may face insolvency. This has significant implications for the

    stability of the financial system

      The capital adequacy standards set down in Basel II and III define the minimum capital adequacy ( hold a

    minimum amount of capital) for a bank

      The standards are designed to promote stability within the financial system

      Functions of capital

    o  Source of equity funds

    o  Demonstrates shareholder commitment

    o  Provides funding for growth and source of future profits

    o  Write-off periodic abnormal business losses

      Development of international capital adequacy standards

    o  Basel I (1988)

    o  Basel II (2008)

    Basel III (2010)

      Basel II mainly focuses on:

    o  Credit risk of banks’ assets and OBS business

    o  Market risks of banks’ trading activities 

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    o  Operational risks of banks’ business operations

    o  Form and quality of capital held to support these exposures

    o  Risk identification, measurement and management processes adopted

    o  Transparency through accumulation and reporting of information

      Minimum capital adequacy requirement applies to commercial banks and other institutions specified by

    prudential regulators

      Basel II Capital adequacy standard: Minimum risk based capital ratio of 8% (no less than 8%)

      Minimum 4% held as Tier 1 capital ( there are some capital that is more reliable than others)

    o  Highest quality core capital

    o  E.g., paid-up ordinary shares; retained earnings

      Remainder can be held as Tier 2 (supplementary) capital

    o  Upper Tier 2. E.g., mandatory convertible notes

    o  Lower Tier 2. E.g., term subordinated debt

    Overview of basel 2 structure

     

    Pillar 1 – Capital Adequacy  Three risk components: credit risk, operational risk, and market risk.

      Credit risk – risk that borrowers will not meet their commitments when due.

      Basel II provides three alternative ways for a bank to measure credit risk:

    o  Standardised approach

    o  Foundation internal ratings-based approach (FIRB)

    o  Advanced internal ratings-based approach (AIRB)

      Operational risk- exposures that may impact on normal day to day business functions of an organisation.

    Eg. Internal/ external fraud, workplace safety, business practices

      Main operational risk management objectives:

    Operational objectiveso  Financial impact objectives

    o  Regulatory objectives

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      Market risk — risk of losses resulting from changes in market rates in exchange rates, interest rates, equities

    and commodities

    o  General market risk — changes in the overall market for exchange rates, interest rates, equities, and

    commodities ( overall market- effects every player in the market)

    o  Specific market risk — changes in the value of a security due to issuer-specific factors

    o  Two approaches to market risk capital requirements

      Internal model—requires a statistical probability model that measures financial risk

    exposures, i.e. value at risk (VaR)

      Standardised approach

      Pillar 2 — Supervisory review of capital adequacy

      Intended to ensure banks have sufficient capital to support all risks and encourage improved risk

    management policies and practices in identifying, measuring and managing risk exposures such as:

    o  risks incompletely/not captured in Pillar 1 and factors external to the bank, such as a changing

    business cycle

    o  additional risk management practices such as education/ training; internal responsibilities,

    delegation and exposure limits; increased provisions and reserves; and improved internal controls

    and reporting practices

      Four key principles of supervisory review

      Pillar 3 — Market discipline

      Aim is to develop disclosure requirements that allow the market to assess information on the capital

    adequacy of an institution, i.e. increase the transparency of an institution’s risk exposure, risk management

    and capital adequacy

      Prudential supervisors to determine minimum disclosure requirements and frequency

      Basel II recommends a range of qualitative and quantitative information disclosure relating to principal parts

    of Pillars I and II

      Basel III was developed in 2010.

     

    Aims to enhance the risk coverage of the Basel II framework by enhancing capital adequacy requirements

      Three principal aims:

    o  Boost the banking sector’s ability to absorb shocks arising from financial and economic stress

    o  Improve risk management and governance

    o  Strengthen banks’ transparency and disclosure

      Examples:

    o  Increase minimum Tier 1 capital to 6% (4% in Basel II) of risk-weighted assets by 2015.

    o  Increase minimum Common Equity Tier 1 capital to 4.5% (2% in Basel II) of RWA by 2015.

    o  Improve the quality of capital (e.g. tighter definition of Common Equity Tier 1 capital to include only

    common stocks, retained earnings, and other comprehensive income).

    Minimum liquidity coverage ratio to ensure banks have sufficient high-quality liquid assets for

    expected net cash outflows.

    The Share Market and the Corporation

    The Nature of a Corporation

      Share Market

    o  A formal exchange facilitating the issue, buying and selling of equity securities

      Publicly listed corporation

    o  A company whose shares are quoted and traded on a formal stock exchange

     

    Ordinary shareo  The principal form of equity issued by a corporation, which bestows a claim to residual cash flows

    and ownership and voting rights

      The corporation differs from other business forms

    o  Ownership claims are widespread and easily transferable

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    o  Owners (shareholders) do not affect the day- to – day affairs of the company

    o  Shareholders’ liability is limited to: 

      The issue price of shares of a limited liability company

      Advantages of the corporate form

    o  Can obtain large amounts of finance at a relatively cheap cost

    o  The liquidity of securities facilitates investor diversification and encourages investment in corporate

    securities (becomes less risky)

    o  Separation of ownership and control facilitates:

      Appointment of specialised management

      Greater effectiveness in the planning and implementation of strategic decisions

    o  ‘Perpetual succession’ – the corporate form is unaffected by changes in management or ownership

    o  The Corporate form is suited to large –scale operations

      Disadvantages of the corporate form

    o  Main disadvantage arises from the separation of ownership and control

      Conflict of interest between owners (principals) and managers (agents) known as the agency

    problem

     

    Management may try to run business of their own benefit, rather than that of shareholders,

    ie. Maximise shareholder value (share price)

    o  Factors moderating conflict of interest between owners and managers

      Investors’ ability to sell shares in a corporation, causing the share price to fall 

      Dismissal from the board at AGM by shareholders

      Threat of takeover and loss of employment

      Use of performance incentives, such as share options

    The stock exchange

    Primary market role

      A stock exchange facilitates the efficient and orderly sale of new financial securities 

    o  New floats/ initial public offerings (IPOs) 

      Initial listing of a corporation on the stock exchange 

    o  Rights issue 

      Issue of additional shares to existing shareholders on a pro- rata basis 

    o  Placements 

      Issue of new shares to selected institutional investors 

    o  Dividend reinvestment plans 

      Reinvestment of dividends into corporation for additional shares 

    Secondary Market Role

      The stock exchange facilitates trading in existing shares 

    o  No new funds are raised by the issuing company 

    o  An active, liquid , well –organised secondary market increases the appeal of buying new shares in

    the primary market 

    o  Market liquidity 

      Ratio of share turnover to market capitalisation 

    o  Market turnover 

      Number of shares on issue x current share price 

    Managed product role

      The stock exchange provides a market for trading managed products 

    o  Equity- based managed products are professionally managed funds 

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    o  The ‘units’ in these funds are bought and sold on the stock exchange in the same way as shares in

    corporations. 

    Derivative market role

      The stock exchange provides a market for trading equity –related derivative products 

    A derivative is a financial security that derives its price from an underlying commodity (eg. Gold) orfinancial instrument (eg. BHP shares) 

    o  Derivative products are described as: 

      Exchanged- traded contracts: standardised financial contracts traded on a formal exchange 

      Over –the – counter contracts : non-standardised contracts negotiated between writer and

    buyer 

    o  Derivatives serve as a:

      Risk management tool (hedge) 

      Speculative instrument 

    The private equity Market

      Private equity is an alternative funding source for companies unable or not wanting to access equity capital

    through a public issue 

      Source of funds 

    o  Superannuation funds and life insurance offices 

      Use of funds 

    o  Start-ups , business expansion, recovery finance for distressed companies , management buyouts 

    o  Aim is generally to: 

      Improve profitability sufficiently to realise value through an IPO

      Break up business to achieve return on investment 

    Corporations Issuing Equity in the share Market

    The investment decision

      The objective of financial management is to maximise shareholder value 

      Four main aspects of financial management

    1.  Investment decision (capital budgeting) 

    a.  Invest in which assets? 

    2.  Financing decision (capital structure) 

    a.  How to fund the purchase of these assets 

    3.  Liquidity (working capital) management 

    a. 

    How best to manage current assets and current liabilities (there is a trade off with how muchto hold) 

    4.  Dividend policy decision 

    a.  How to retain and / or distribute profits 

      A corporation first determines the assets in which it will invest funds according to organisational objectives 

    o  Real assets; eg. Plant and equipment 

    o  Financial assets; eg. Equities , bonds 

      Competing investment alternatives should be evaluated on the basis of shareholder wealth maximisation

      Two important measures used to quantify the contribution of an investment to shareholder wealth

    o  Net present value (NPV) 

    Internal rate of return (IRR) 

    NPV

      The difference between the present value of cash flows associated with an investment and the cost of the

    investment

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      The NPV decision rule 

    o  Accept an investment that has a positive NPV; ie. Reject an investment with a negative NPV (choose

    higher NPV) 

      NPV ( and IRR) determinants: 

    o  The accuracy of the forecasted cash flows 

    o  The discount rate ( required rate of return) 

    IRR

      The required rate of return resulting in NPV = 0 

      The IRR acceptance rule 

    o  Accept the investment if its IRR is greater than the firm’s required rate of return 

      Limitations of IRR 

    o  Non-conventional cash flows 

      Can result in multiple IRRs 

    o  Mutually exclusive projects 

      Where only one of two or more investment alternatives can be chosen, the IRR may not

    choose the project with the highest NPV. 

    The financing decision

      The financing decision concerns the capital structure used to fund the firm’s business activities 

      The financial objective of a corporation is to maximise return, subject to an acceptable level of risk 

      Returns are generated from the net cash expected cash flows derived from: 

    o  Business risk 

    o  Financial risk 

    Business risk

      The level of business risk depends upon the type of operations of the business, i.e: 

    o  Industry sector that influences the level of fixed versus variable operating costs 

      Also affected by: 

    o  Sectoral growth rates 

    o  Market share 

    o  Aggressiveness of competitors 

    o  Competence of management and workforce 

    Financial risk

      Exposure to factors that impact on the value of assets, liabilities and cash flows

      The level of financial risk of a company is borne by the security holders (debt and equity)

      Financial risk categories

    o  Interest rate risk

      Risk of adverse movements in interest rates

    o  Foreign exchange risk

      Risk of adverse movements in exchange rates

    o  Liquidity risk

      Risk of insufficient cash in the short term

      Financial risk and the debt to equity ratio (D/E)

    o  D/E is the ratio of funds borrowed (debt) to funds contributed by shareholders (equity)

    D/E indicates the risk of being unable to meet interest due and principal repayments associate with

    use of debt. i.e. risk of insolvency

    o  Earnings per shares (EPS) is the net return on a company’s shares expressed in cents per share (CPS)

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      If the cost of debt is less than the return achieved, issuing more debt will benefit

    shareholders on account of higher EPS

      However, high debt levels increase a company’s level of financial risk and, thus, the risk of

    insolvency

      What is the appropriate D/E ratio?

    o  Although there is no agreed ideal D/E ratio, factors influencing the D/E ratio in practice are:

      Industry norms

      Historical levels of firm’s ratio 

      Limit imposed by lenders through loan covenants, ie. Restrictions placed on a borrower

    specified in a loan contract

      Management’s assessment of the firm’s capacity to service debt. 

    Initial Public Offering (IPO)

      Initial public offering (IPO) is an offer to investors of ordinary shares in a newly listed company on a stock

    exchange 

    o  New share issuer must meet listing requirements 

    The promoter appoints advisers (stockbroker, merchant bank, other specialists) and possibly

    underwriters

    o  Underwriters 

      Ensure a company raises the full amount of the issue

      Assist with advice on the structure , price , timing and marketing of the issue and allocation

    of securities 

    Listing on a stock exchange

      A company seeking to have its securities quoted on a stock exchange (ie. To join the official list ) must

    comply with listing rules, which are additional to the corporations’ legislation obligations

     

    A non-complying listed company can be suspended from quotation or delisted

      Listing rule principles embrace the interests of listed entities, maintain investor protection, and maintain the

    reputation and integrity of the market

    Different forms of equity finance are available to established companies

      Different forms of equity finance are available to established companies

    o  Additional ordinary shares

      Rights issue, takeover issues, dividend reinvestment schemes

    o  Preference Shares

    o  Quasi- equity

     

    Convertible notes, options, warrants

    Equity funding for listed Firms

    Rights issue

      Issue of ordinary shares to existing shareholders

      Issue pro rata eg. 1:5 or 1 for 5

      Factors influencing the issue price

    o  Company’s cash flow requirements 

    o  Projected earnings flows from the new investments funded by the rights issue

    Cost of alternative funding sources

    Takeover issues

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      Acquiring company issues additional ordinary shares to owners of target company in settlement of the

    transaction

      Alleviates need for owners of acquiring company to inject cash for the purchase of the company

    Dividend reinvestment schemes

     

    Shareholders have the option of reinvesting dividends in additional ordinary shares  No brokerage or stamp duty payable

      Schemes may be suspended in low growth periods

    Preference shares

      Classed as hybrid securities ie. They have characteristic of both debt and equity

      Fixed dividend rates are set at issue date

      Rank ahead or ordinary shareholders in the payment of dividends and liquidation

    Summary

     

    Objective of financial management is to maximise shareholder value  Four key financial management decisions involve investment, financing, liquidity (working capital ) and

    dividend

      Appropriate investment decision techniques are NPV and IRR

      The financial decision concerns the choice of capital structure (D/E) and influences a firm’s financial risk 

      Additional equity can be raised through ordinary shares, preference shares, convertible notes and other

    quasi- equity

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    Week 4 - Equity Markets II

    Share-market investment

      Investors buy shares to receive returns from dividends and capital gains (losses)

      Other factors encouraging investment in securities quoted on a stock exchange (SX)

    Depth of the market  Overall capitalisation of corporations listed on an SX

    o  Liquidity of the market

      Volume of trading relative to the size of the market

    o  Efficient price discovery

      Speed and efficiency with which new information is reflected in the current share price 

      Two types of risk impact on security returns

    1.  Systematic risk

      Factors that generally impact on share prices in the market; e.g. economic growth, and changes in

    interest rates and exchange rates

    2.  Unsystematic risk

      Factors that impact specifically on the share price of a corporation; e.g. resignation of the CEO,

    technology failure, board problems 

    Diversified Investment Portfolio

      A portfolio containing a wide range of securities

      Diversifies most of the unsystematic risk of the individual securities

    a.  Investors will not receive higher returns for unnecessarily bearing unsystematic risk

      The remaining risk is systematic risk, which is measured by beta

    a.  Beta is a measure of the sensitivity of the price of an asset relative to the market

      Expected portfolio return is the weighted average of expected returns of each share

      Portfolio variance (risk) is the correlation of pairs of securities within the portfolio

    Investors may take one of two approaches

    1.  Active investment approach

    a.  Portfolio structure is based on share analysis, new information and risk-return preferences

    2.  Passive investment approach

    a.  Portfolio structure is based on the replication of a specific share market index, e.g. industrial or

    telecommunications sector index

    Some managed funds are index funds – Portfolios are structured to fully or partially replicate a specific share market

    index

      Investors need to consider asset allocation within a share portfolio

    o  Risk versus return

    o  Investment time horizon

    o  Income versus capital growth

    o  Domestic and international shares

      Asset allocation may be:

    o  strategic

    o  tactical

    Buying and selling shares

      Direct investment in shares

    o  Investor buys and sells shares through a stockbroker

      Discount broker, i.e. phone and Internet

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      Full-service advisory broker

    o  Consideration of liquidity, risk, return, charges, taxation, etc.

      Indirect investment in shares

    o  Investor purchases units in a unit trust or managed fund, e.g. equity trusts 

    Taxation

      Pre-dividend imputation (prior to 1987)

    o  Dividends were taxed twice - first at company level (as profits) and then at the investor’s marginal

    rate

      Dividend imputation (since 1987)

    o  Removed the double taxation of dividends

    o  Investors receive franking credit for the tax a company pays on a franked dividend 

    Capital gains tax on shares purchased

      Prior to 19/9/1985 tax free

      19/9/1985 –21/9/1999

    o  Taxpayer’s marginal tax rate applied if held less than 12 months

    o  Taxpayer’s marginal tax rate applied to indexed capital gain if held over 12 months

      Since 21/9/1999

    o  50% discounted gain if held at least 12 months; or

    o  indexed capital gain or 50% discounted gain if purchased 19/9/1985 –21/9/1999

    Financial performance indicators

     

    Potential investors are concerned with the future level of a company’s performance  Company’s performance affects both the profitability of the company and the variability of the cash flows 

      Indicators of company performance

    o  Capital structure

    o  Liquidity

    o  Debt servicing

    o  Profitability

    o  Share price

    o  Risk 

    Capital structure 

      Proportion of company assets (funding) obtained through debt and equity

    o  Usually measured by debt to equity ratio (D/E)

      Higher debt levels increase financial risk; i.e. firm may not be able to meet interest payments

    o  Also measured by proprietorship ratio, which is the ratio of shareholders’ funds to total assets

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      Indicates firm’s longer term financial viability/stability; a higher ratio indicates less reliance

    on external funding 

    Liquidity

      The ability of a company to meet its short-term financial obligations

     

    Measured by current ratioo  Fails to consider the not very liquid nature of certain current assets, such as inventory 

      Measured by liquid ratio

      The higher the current and liquid ratios, the better the liquidity position of a firm 

    Debt Servicing

      Ability to meet debt-related obligations, i.e. interest and repayment of debt

      Measured by debt to gross cash flow ratio

    o  Indicates number of years of cash flow required to repay total firm debt

      Measured by interest coverage ratio 

    Profitability

      Wide variation in the measurement of profitability

    Earnings before interest and tax (EBIT) to total funds ratio

    o  Earnings per share (EPS) 

    o  The amount of money you put in to the company and the amount you get back  

    EBIT to total funds ratio =

      Wide variation in the measurement of profitability

    o  EBIT to long-term funds ratio 

    EBIT to long- term funds ratio =

      Wide variation in the measurement of profitability (cont.)

    o  Return on equity (net income/equity)

    o  Higher ratios indicate greater profitability 

    Share Price

      Represents investors’ view of the present value of future net cash flows of a firm

      Share price performance indicators

     

    Price to earnings ratio (P/E)o  Share price divided by earnings per share

    o  A higher P/E indicates more growth in future net cash flows

      share price to net tangible assets ratio (P/NTA)

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    o  Measures the theoretical premium or discount at which a firm’s share price is trading relative to its

    NTA 

    Risk

      Variability (uncertainty) of the share price

     

    Two components1.  Systematic risk (often referred to as beta)

    Arises from factors affecting the whole market, e.g. state of the domestic economy and world economy

    2.  Non-systematic risk

      Arises from firm-specific factors, e.g. management competence, labour productivity, financial and

    operational risks

      Can be eliminated in a well-diversified portfolio 

    Pricing of Shares

      Share price is mainly a function of supply and demand for a share 

    Supply and demand are influenced mainly by informationo  Share price is considered to be the present value of future dividend payments to shareholders

    o  New information that changes investors’ expectations about future dividends will result in a change

    in the share price 

      Estimating the price of a share ( assuming that

    cash flows equal dividends) 

    o  General dividend valuation model 

    o  Valuing a share with a constant dividend

    (D0)  o  Valuing a share with constant dividend growth (g) 

      Cum-dividend and ex-dividend

    o  Dividends are payments made to shareholders, expressed as cents per share

    o  Dividends are declared at one date and paid at a later, specified date

    o  During the period between the two dates, the shares have the future dividend entitlement attached,

    i.e. cum-dividend

    Once the dividend is paid the shares are traded ex-dividendo  Theoretically, the share price will fall on the ex-dividend date by the size of the dividend 

    o  Example: 

      Bonus share issues

    o  Where a company has accumulated reserves, it may distribute these to existing shareholders by

    making a bonus issue of additional shares

    o  As with dividends, there will be a downward adjustment in share price when shares go ex-bonus

    As no new capital is raised, there is no change in the assets or expected earnings of the company   Share splits

    o  Involves division of the number of shares on issue

    o  Involves no fundamental change in the structure or asset value of the company

    o  Theoretically, the share price will fall in the proportion of the split 

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      Pro-rata rights issue

    o  Involves an increase in the company’s issued capital

    o  Typically issued at a discount to market price

    o  Theoretically, the market price will fall by an amount dependent on the: 

      number of shares issued

      size of the discount 

      A renounceable right is a right that can be sold before it is exercised

    The value of the right is determined by Equation 6.12 

    Stock-market indices and published share information

    Stock- market indices

     

    Measure of the price performance of a share market or industry sector; e.g.:o  Performance benchmark index

      Measures overall share-market performance based on capitalisation and liquidity ie ASX200

    o  Tradeable benchmark index

      A narrow index used as the basis for pricing certain derivative products ie, equity index

    futures contracts

    o  Market indicator index

      Measure of overall share-market performance Dow Jones, S&P500, Nikkei etc 

    Market Indicator indices

     

    Price-weighted, e.g. Dow Joneso  Weighting of a company proportional to its share price

      Capitalisation-weighted, e.g. S&P/ASX All Ords

    o  Weighting of a company proportional to market capitalisation

      Share-price index measures capital gains/losses from investing in an index-related portfolio

      Accumulation index includes share price changes and reinvestment of dividends

      Global industry classification standard (GICS) comprises 10 standard international industry sector indices; e.g.

    energy, materials, industrials 

    Published share information

     

    Newspapers and financial journals provide share-market information to varying degrees of detail; e.g.Australian Financial Review 

    Summary

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      Factors a share investor should consider

    o  Diversification, portfolio return and risk

    o  Active or passive investment

    o  Direct or indirect investment

    o  Taxation

    o  Company financial performance indicators

    o  Capital structure, liquidity, debt servicing, profitability, share price, risk

      Factors that influence a company’s share price

    o  Expected future dividends

    o  Bonus shares issues

    o  Share splits

    o  Pro-rata rights issues

    Equity Markets III

    Share Price

     

    Share price is determined by supply and demand of a company’s shares  Expectation of bad company performance causes investors to sell their shares, increasing supply and

    reducing the price

      Expectation of good company performance increases demand and leads to an increase in share price  

      What causes the shifts in demand and supply of a company’s securities on the secondary market? 

      Three approaches to answering this question

    1. Fundamental analysis: top-down

    2. Fundamental analysis: bottom-up

    3. Technical analysis

    Fundamental analysis

      Considers macro and micro factors that impact upon cash flows and future share prices of various industry

    sectors and firms

    o  Macro factors include interest rates, economic growth, business investment

    o  Micro factors are firm-specific and relate to management’s impact on company performance 

    Top-down approach

      Considers macro factors

    o  Economic growth of international economies

    o  Exchange rates

    Interest rateso  Domestic economy

      Growth rate

      Balance of payments

      Inflation

      Wage and productivity growth

      Government responses to changes in the above factors

    Economic growth

      The higher the growth rate in the rest of the world, the greater the demand for Australian exports

     

    Sectors benefitting from international growth determined by source of the growth  Growth can be driven by:

    o  increased consumer demand

    o  increased business investment in equipment

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    Flip side of growth

      Generally, greater domestic growth leads to increased profitability of firms

      But high growth can lead to any of the following factors that can reduce firm profitability:

    o  Deterioration in balance of payments

    o  Increase in inflationary pressures

    Pressure on wageso  Depreciation of the exchange rate

    o  Rise in interest rates

    Currency

      Affect the domestic currency profit of exporters that quote their products in foreign currency prices

    o  A strengthening Australian dollar (AUD) makes these firms worse off because the AUD value of their

    exports is lower

    o  The strength of the AUD over the past few years has led to calls for assistance from the

    manufacturing industry, for example

     

    Exchange rates also affect firms indirectlyo  E.g. devaluation of currency increases cost of imports, thereby increasing inflation

    Interest Rates

      Have both a direct and indirect impact on a firm’s value

      Direct effect on profitability

    o  Represents the cost of debt finance for borrowers and the return for finance providers

      Indirect effect on profitability

    o  Rise in interest rates may indicate a slowing of economic activity

    o  Future reduction in profitability

     

    A strong relationship exists between interest rates and exchange rates

    Balance of payments

      If current account is in deficit (i.e. total international payments exceed total international receipts):

    o  some export income is diverted to service debt

    o  need to borrow foreign currency to service debt

      Indirect effect on firms’ profitability

    o  Government may increase interest rates to slow economic growth and control the debt

    Inflation

     

    Effect of inflation on f irm’s real profit  Tax treatment of inflation

    o  Makes historical-based depreciation allowances inappropriate

    o  Combined with higher replacement costs, leads to an overstatement of after-tax profit

      Inventory

    o  ‘Inflated’ selling price of inventory creates an illusion of inventory profits

    Bottom- Up approach

      Following identification of the best economies and industry sectors for investment using the top-down

    approach, the bottom-up approach can be used to identify the best companies within these

     

    Bottom-up approach considers micro factors using ratios and other measures of a firm’s financialcharacteristics and performance

      Considers factors such as:

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    o  Accounting ratios that assess a company’s capital structure, liquidity, debt servicing, profitability,

    share price and risk (see Chapter 6), observing the trend and making comparisons with firms in the

    same industry

    o  Additional information on key management changes, corporate governance and strategic direction

    Comparing Companies

    Technical analysis

      Explains and forecasts share price movements based on past price behaviour

      Assumes markets are dominated at certain times by mass psychology, from which regular patterns emerge

      Two main forecasting models

    Moving averages (MA)o  Charting

    Moving Averages

      Smooth out a series facilitating the identification of trends in the series

      Calculation of MA

    o  Assuming a five-day moving average, the MA is calculated by taking the average of the price series

    for the preceding five days

      Trading rules

    o  Buy when the price series cuts the MA from below

    Buy when the MA series is rising strongly and the price series cuts or touches the MA from above foronly a few observations

    o  Sell when the MA flattens or declines and the price series cuts the MA from above

    o  Sell when the MA is in decline and the price series cuts or touches the MA from below for only a few

    observations

    Charting

      Investigating patterns in price charts

      Several techniques

    o  Trend lines

    Support and resistance lineso  Continuation patterns

    o  Reversal patterns

    Trend lines

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      Trends are regular movements in share prices 

      Two types of trends

    1.  Uptrend line—connecting the lower points of rising price series

    2.  Downtrend line—connecting the higher points of falling price series

    Return line—line drawn parallel to a trend line to create a trend channel

    Critical issue is to determine when the trend line is going to change

    Support and resistance lines

      Support levels—where there is sufficient demand to halt further price falls

      Resistance levels—where there is sufficient supply to halt further price increases

      ‘Strong’ levels—historical support and resistance

      ‘Weak’ levels—support and resistance based on more recent activity 

    Continuation patterns

    Sideways share trading that does not normally signal a change in trend

    Two types

    1.  Triangles—composed of a series of price fluctuations, each smaller than its predecessor Symmetrical triangle

    (no change in trend); ascending triangle (uptrend); descending triangle (downtrend)

    2.  Pennants and flags—formed during a sharp rise in prices (‘the pole’); then trading volume reduces and

    increases suddenly to take prices sharply higher 

    Reversal patterns

    Occur after a major market move

    Result in a ‘head and shoulders’ pattern

    Three successive rallies and reactions, the second rally being stronger than the first and third rallies

    I.  Left shoulder—formed by volume-strong rally on uptrend, followed by reduced-volume reaction

    II.  Head—second rally increases price before reaction moves price back to previous low

    III.  Right shoulder—final rally marked by reduced volume indicating price weakness 

    Validity of technical analysis

      Even where techniques have no apparent underlying validity, if they are followed by enough participants

    they may impact on share price behaviour at times

     

    More likely to forecast successfully when share prices move out of a range explained by economic andfinancial fundamentals 

    Ethics

    Ethics is black or white , no grey area 

      “Ethics” 

    o  A set of guiding moral principles or values

      “Ethical Behaviour”

    o  Refers to behaviour that conforms to those values

      Both terms are often used to imply

    “good” ethics and “good” behaviour 

    So what happened?

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    What else since GFC?

    Ethics is not a new concept

    There are no new sins; the old ones just get more publicity.

    The Code of Hammurabi for Ancient Babylon (c. 1800): If a builder builds a house for a man and does not make its

    construction firm, and the house which he has built collapses and causes the death of the owner of the house, the

    builder shall be put to death

    Tulip Speculation 1636 (Holland) – Market bubble – Futures of tulip were traded when physical tulips were no longer

    available. It went up to 10k in present day USD. Investors took the word of those who promised future delivery and

    then realised that there is no delivery. The collapse impacted on Holland economy.

    Charles Ponzi (1882 – 1949) - Promised his investors 50% return within 45 days. All started with arbitrage of coupons

    between Spain and U.S – bought for 1cent in Spain and redeem in U.S for 6 cents. But the arbitrage window closed.

    He continue to pay investors with funds from new entrants whilst taking his usual cut.

    Recent example (2009) - Bernard Madoff promised 12% return.

    (1994) – Rogue Trader: The man who brought down Barings Derivative trader Nick Leeson covered up losses up toUSD1.4bn (2x the bank’s trading capital). Brought down the oldest English bank (1762-1995)

    What’s common- Betrayal of trust

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     Aligning interests to gain trust

      Global survey by CFA Institute and Edelman Berland in 2013 revealed that trust among institutional and

    retail investors has eroded.

    o  48% said they do not trust financial services investors do what is right

    o  Only 15% has great deal of trust in investment management industry

     

    When it comes to the attributes that investors value the most:o  35% said “acting in the best interest of the client”

    o  17% - “ability to achieve high returns” and “commitment to ethical conduct”

    o  Only 7% - “amount / structure of fees”

      Investors have moved beyond just good performance and are more interested in “trustworthy behaviours” 

    Restoring Trust

      First – Embrace transparency

    o  Clearly articulate investment success and missteps

    o  Disclose conflicts of interest, quickly address problems

    Fully disclose fees and impact   Second – Demonstrate Integrity

    o  Resolving conflict of interest in favour clients

    o  Structure fees to align with clients’ risk/return objectives

      Third – Improve communication

    o  Communicate with clients early and often throughout investment process

    o  Fairly represent the investments made, risk, expenses

    o  Avoid ambiguity in communications 

     A crisis of Culture

     

    A global survey of 382 financial services executives in Sept 2013 shows:o  Most firms have attempted to improve adherence to ethical standards

    o  Industry executives champion the importance of ethical conduct

    o  But, executives struggle to see the benefits of greater adherence to ethical standards

    o  Needs to address knowledge gaps

    o  Lack of understanding and communication between departments continues to be the norm 

    CFA Code of Ethics

      Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients,

    prospective clients, employers, employees, colleagues in the investment profession, and other participants

    in the global capital markets.  Place the integrity of the investment profession and the interests of clients above my own personal interests. 

      Use reasonable care and exercise independent professional judgment when conducting investment analysis,

    making investment recommendations, taking investment actions, and engaging in other professional

    activities.

      Practice and encourage others to practice in a professional and ethical manner that will reflect credit on

    ourselves and the profession.

      Promote the integrity of, and uphold the rules governing, capital markets.

      Maintain and improve my professional competence and strive to maintain and improve the competence of

    other investment professionals. 

    Standards of Professional Conduct

      There are a total of 7 standards:

    I.  Professionalism

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    II.  Integrity of Capital Markets

    III.  Duties to Clients

    IV.  Duties to Employers 

    V.  Investment Analysis, Recommendations, and Actions

    VI.  Conflicts of Interest

    VII.  Responsibilities as A CFA Institute Member or CFA Candidate 

    I (A) –  Knowledge of the Law

     

    As an investment professional, your conduct is determined by these organizations:o  Government and regulatory agencies

    o  Licensing agencies

    o  Professional associations

      As a member of CFA Institute or candidate in the CFA Program, you must

    o  understand and comply with all applicable laws. 

    o  comply with the stricter of applicable law or the Code and Standards.

    o  not knowingly participate in any violation.

    o  dissociate from any violation. 

     Applicable Law

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    Dissociation From Violation

    I (B) Independence and Objectivity

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    Avoid situations that could cause or be perceived to cause a loss of independence or objectivity in recommending

    investments or taking investment action.

      Maintain your professional integrity by remaining independent and objective at all times.

      Avoid compromising your own or another’s independence and objectivity.

      Ways in which your independence and objectivity may be compromised or perceived to be compromised

    include the receipt of:o  Gifts

    o  Invitations to lavish events

    o  Tickets

    o  Favours

    o  Job referrals

    o  Additional compensation 

    I (C) Misrepresentation

    Must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or

    other professional activities.

      A misrepresentation is any untrue statement or omission of a fact or any statement that is otherwise false or

    misleading 

      To avoid misrepresentation, consider the following action items: 

    o  Be honest about your professional credentials and your firm’s performance

    o  Exercise care and due diligence when relying on third-party information

    o  Disclose the use of external managers

    o  Be forthcoming with the risk and unpredictability of investments

    o  Acknowledge sources of ideas and materials that are not yours 

    I (D) Misconduct

    Avoid dishonest, fraudulent, or deceitful conduct that reflects adversely on your professional reputation, integrity, or

    competence.

      Trust is the epicenter of the operations of the financial market as a whole.

      Your professional reputation, integrity, and competence are the starting point on this critical path to trust. 

    III –  Duties to Clients

    III (A) –  Loyalty, Prudence and Care

    What it means to have a duty of loyalty, act with reasonable care, and exercise prudent judgment.

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    III (B) –  Fair dealing

      Deal with clients fairly with respect to investment recommendations and actions.

      Recommend policies and procedures that will help to ensure that investment recommendations or changes

    in prior recommendations are disseminated to clients fairly and objectively.

      Recommend policies and procedures to ensure that all individual and institutional clients are treated in a fair

    and impartial manner when taking investment actions.

      Some suggested actions for fair dealing compliance 

    o  Limit the number of people involved.

    o  Shorten the time frame between decision and dissemination.

    o  Publish guidelines for pre-dissemination behaviour.

    Disseminate investment recommendations simultaneously.o  Maintain a list of clients and their holdings.

    o  Develop and document trade allocation procedures. 

    III (C) –  Suitability

      In an advisory relationship, make reasonable inquiry of your client situation to make suitable investment

    recommendations.  

      Document the client’s needs, circumstances, and investment objectives in an investment policy statement. 

    o  Client identification

    o  Investor objectives

    Investor constraintso  Performance measurement benchmarks

    o  Review and update the investment policy statement regularly.

    o  Document attempts to carry out the review if circumstances prevent it.

    o  Develop test procedures for choosing investments that include

      an analysis of the impact on the portfolio’s diversification. 

      a comparison of the investment risks with the client’s assessed risk tolerance.

      the fit of an investment with the required investment strategy. 

    III (D) –  Performance Presentation

      Give a fair and complete presentation of performance information by: 

    o  applying the Global Investment Performance Standards (GIPS), or

    o  without the GIPS standards: 

      considering the knowledge and sophistication of the audience to whom a performance

    presentation is addressed,

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      presenting the performance of the weighted composite of similar portfolios rather than

    using a single representative account,

      including terminated accounts as part of performance history with a clear indication of when

    the accounts were terminated, 

      including disclosures that fully explain the performance results being reported, and

      maintaining the data and records used to calculate the performance being presented. 

    III (D) –  Preservation of confidentiality

      Maintain client confidentiality related to information 

    1.  you receive as a result of your ability to conduct a portion of the client’s business or personal affairs and

    2.  that arises from or is relevant to that portion of the client’s business that is the subject of the special or

    confidential relationship. 

      Disclose client information when 

    1.  the information concerns illegal activities on the part of the client;

    2.  disclosure is required by law; or

    3.  the client or prospective client permits disclosure of the information. 

     

    What is the simplest and the most effective way to comply to Standards III (D)

    o  Avoid disclosing any information received from a client except to authorised fellow employees who

    are also working for the client.

      If you want to disclose information received from a client that is outside the scope of the confidential

    relationship and does not involve illegal activities, first ask yourself the following:

    o  In what context was the information disclosed? If disclosed in a discussion of work being performed

    for the client, is the information relevant to that work?

    o  Is the information background material that, if disclosed, will enable you to improve service to the

    client? 

    Summary: Good ethics in finance and investment industry

      In finance and investment industry, opportunities to be unethical arise every day.

      Ethical behaviour among investment and finance professionals is critical to maintaining public trust

      Day-to-day dilemmas, simple questions to ask yourself:

    o  Does this violate the law?

    o  Is this honest?

    o  What if I were on the other side? 

    Short Term Debt

    Trade Credit - is not free- no such thing as free lunch 

      Short-term debt is a financing arrangement for a period of less than one year with various characteristics to

    suit borrowers’ particular needs 

    o  Timing of repayment, risk, interest rate structures (variable or fixed) and the source of funds

      Matching principle

    o  Short-term assets should be funded with short-term liabilities

    o  The importance of this principle was highlighted by the GFC

      A supplier provides goods or services to a purchaser with an arrangement for payment at a later date

      Often includes a discount for early payment (e.g. 2/10, n/30, i.e. 2% discount if paid within 10 days,

    otherwise the full amount is due within 30 days)

     

    Borrow money from the bank if the interest rate is lower than the rate of trade credit  From provider’s perspective 

    o  Advantages include increased sales

    o  Disadvantages include costs of discount and increased discount period, increased total credit period

    and accounts receivable, increased collection and bad debt costs

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    Example

    A ice cream stand may sign an agreement, under which the distributor agrees to provide ice cream stock under the

    terms "Net 60" with a ten percent discount on payment within 30 days, and a 20% discount on payment within 10

    days. This means that the operator has 60 days to pay the invoice in full.

    If sales are good within the first week, the operator may be able to send a cheque for all or part of the invoice, and

    make an extra 20% on the ice cream sold.

    However, if sales are slow, leading to a month of low cash flow, then the operator may decide to pay within 30 days,

    obtaining a 10% discount, or use the money another 30 days and pay the full invoice amount within 60 days.

      The opportunity cost of the purchaser forgoing the discount on an invoice (1/7, n/30) is:

    p.a.16.03%or 0.160298

    23365

    99.01.0

    settlementlateandearly

    betweendifferencedays

    365discount%100

    discount%costyOpportunit

       Wal-Mart in the United states relies more on trade credit than bank borrowing

      Its trade credit is 8 times the amount of capital invested by shareholders.

    Bank Overdrafts

      Major source of short-term finance

      Allows a firm to place its cheque (operating) account into deficit, to an agreed limit ( Go negative)

      Generally operated on a fully fluctuating basis

      Lender also imposes an establishment fee, monthly account service fee and a fee on the unused overdraft

    limit

     

    Interest rates negotiated with bank at a margin above an indicator rate, reflecting the borrower’s credit risk 

    o  Financial performance and future cash flows

    o  Length of mismatch between cash inflows and outflows

    o  Adequacy of collateral

      Indicator rate typically a floating rate based on a published market rate, e.g. BBSW

      In some countries overdraft borrower may be required to hold a credit average balance or compensating

    credit balance

    Commercial Bills

      A bill of exchange is a discount security issued

    with a face value payable at a future date

      A commercial bill is a bill of exchange issued

    to raise funds for general business purposes

      A bank-accepted bill is a bill that is issued by a

    corporation and incorporates the name of a

    bank as acceptor

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      Features of commercial bills—parties involved (bank-accepted bill) (cont.)

      Drawer

    o  Issuer of the bill

    o  Secondary liability for repayment of the bill (after the acceptor)

      Acceptor

    o  Undertakes to repay the face value to the holder of the bill at maturity

    o  Acceptor is usually a bank or merchant bank

    o  Bank acceptor is more safe than bank endorsed

     

    Payeeo  The specified party to whom the bill is to be paid, i.e. the party who receives the funds

    o  Usually the drawer, but the drawer can specify some other party as payee

      Discounter

    o  The party that discounts the face value and purchases the bill

    o  The provider or lender of the funds

    o  May also be the acceptor of the bill

      Endorser

    o  The party that was previously a holder of the bill

    o  Signs the reverse side of the bill when selling, or discounting, the bill

    Order of liability for payment of the bill runs from acceptor to drawer and then to endorser  The flow of funds ( bank- accepted bills)

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      The flow of funds (non-bank bills)

    o  Alternatively, a bill can be drawn by the bank and accepted by the borrower

    The bank is both drawer and discounter of the bill  If the bank rediscounts a bill (sells to a third party), the bank becomes the endorser, creating

    a bank-endorsed bill

    o  Funds are lent to borrower as payee

    o  At maturity date the borrower, as acceptor of the bill, is liable to pay face value to the holder of the

    bill

      Establishing a bill financing facility

    o  Borrower approaches bank or merchant bank

    o  Assessment made of borrower’s credit risk 

    o  Credit rating of borrower affects size of discount

    Maturity usually 30, 60, 90, 120 or 180 dayso  Minimum face value usually $100 000

      Advantages of Commercial bill financing

    o  Lower cost than other short-term borrowing forms, i.e. overdraft, fully-drawn advances

    o  Borrowing cost (yield) determined at issue date (not affected by subsequent changes in interest

    rates)

    o  A bill line

      Arrangement with a bank where it agrees to discount bills progressively up to an agreed

    amount

    o  Term of loan may be extended by ‘rollover’ at maturity 

    Calculations: Discount securities

      Calculations considered

    o  Calculating price—yield known

    o  Calculating face value—issue price and yield known

    o  Calculating yield

    Calculating Price- yield Known

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    Example 3: A company decides to fund its short-term inventory needs by issuing a 30-day bank-accepted bill with a

    face value of $500 000. Having approached two prospective discounters, the company has been quoted yields of

    9.52% per annum and 9.48% per annum. Which quote should the company accept, and what amount will the

    company raise?

    134.23$49630)(0.0948365

    365000$500

    or 

    118.04$496

    30)(0.0952365

    365000$500

     

      An alternative formula for calculating price 

    Calculating Face Value- issue Price and yield known

    ]365

    maturity)todays100yield(365

    price[valueFace

     

    Example 4: A company needs to raise additional funding of $500 000 to purchase inventory. The company has

    decided to raise the funds through the issue of a 60-day bank-accepted bill rollover facility. The bank has agreed to

    discount the bill at a yield of 8.75%. At what face value will the initial bill be drawn?

    191.78$507

    ]365

    60)(0.0875365000[$500valueFace

     

    Calculating yield

    maturitytodays100)year in(days

    pricebuyprice)buy-price(sell

     Yield 

     

    Promissory Notes

     

    Also called P-notes or commercial paper, they are discount securities, issued in the money market with aface value payable at maturity but sold today by the issuer for less than face value

      Typically available to companies with an excellent credit reputation because:

    o  there is no acceptor or endorser

    o  they are unsecured instruments

      Calculations—use discount securities formulae

      Issue programs

    o  Usually arranged by major commercial banks and money market corporations

    o  Standardised documentation

    o  Revolving facility

    Most P-notes are issued for 90 days  By tender, tap issuance or dealer bids

    Negotiable certificates of Deposit

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      Short-term discount security issued by banks to manage their liabilities and liquidity

      Maturities range up to 180 days

      Issued to institutional investors in the wholesale money market

      The short-term money market has an active secondary market in CDs

      Calculations—use discount securities formulae

    Inventory Finance, Accounts receivable financing and factoring

      Inventory finance

      Most common form is ‘floor plan finance’ 

      Particularly designed for the needs of motor vehicle dealers to finance their inventory of vehicles

    o  Bailment common—finance company holds title to dealership’s stock- to promote the financial

    companies

      Dealer is expected to promote financier’s financial products 

      Accounts receivable financing

    o  A loan to a business secured against its accounts receivable (debtors)

    Mainly supplied by finance companieso  Lending company takes charge of a company’s accounts receivable; however, the borrowing

    company is still responsible for the debtor book and bad debts

      Factoring

    o  Company sells its accounts receivable to a factoring company

      Converting a future cash flow (receivables) into a current cash flow

    o  Factoring provides immediate cash to the vendor; plus it removes administration costs of accounts

    receivable

    o  Main providers of factor finance are the finance companies

    o  Factor is responsible for collection of receivables

      Notification basis: vendor is required to notify its (accounts receivables) customers that payment is to be

    made to the factor

      Recourse arrangement

    o  Factor has a claim against the vendor if a receivable is not paid

      Non-recourse arrangement

    o  Factor has no claim against vendor company

    Medium to long Term Debt

    Term Loans or Fully Drawn Advances

      Term loan

    o  A loan advanced for a specific period (three to 15 years), usually for a known purpose; e.g.

    purchasing land, premises, plant and equipment

    o  Secured by mortgage over asset purchased or other assets of the firm

      Fully drawn advance

    o  A term loan where the full amount is provided at the start of the loan

      Provided by:

    o  mainly commercial banks and finance companies

    o  to a lesser degree, investment banks, merchant banks, insurance offices and credit unions

      Term loan structures

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    monthper $3041.49

    ]0.006667

    600.006667)(11[

    000$150R

    60months12years5

    0.00666712

    0.08

    000$150

    n

     A

    )](1)(11

    [   i i 

    ni 

     A

    o  Interest only during term of loan and principal repayment on maturity

    o  Amortised or credit foncier loan

      Periodic loan instalments consisting of interest due and reduction of principal

    o  Deferred repayment loan

      Loan instalments commence after a specified period related to project cash flows and the

    debt is amortised over the remaining term of the loan

    o  Interest may be fixed (for a specified period of time; e.g. two years) or variable

    o  Interest rate charged on term loan is based on:

      an indicator rate (e.g. BBSW or a bank’s own prime lending rate) and is also influenced by: 

      credit risk of borrower—risk that borrower may default on loan commitment, giving

    rise to a risk premium

     

    term of the loan—usually longer term attracts a higher interest rate

      repayment schedule—frequency of loan repayments (e.g. monthly or quarterly) and

    form of the repayment (e.g. amortised or interest-only loan)

      Loan covenants

    o  Restrict the business and financial activities of the borrowing firm ( don’t want the firm to get more

    risky)

      Positive covenant

      Requires borrower to take prescribed actions; e.g. maintain a minimum level of

    working capita

      Negative covenant

      Restricts the activities and financial structure of borrower; e.g. maximum D/E ratio,

    minimum working-capital ratio, unaudited periodic financial statements

    o  Breach of covenant results in default of the loan contract entitling lender to act

      Calculating the loan instalment- ordinary annuity 

    Example 1: Floppy Software Limited has approached Mega Bank to obtain a term loan to finance the purchase of

    a new high-speed CD burner. The bank offers a $150 000 loan, amortised over five years at 8% per annum,

    payable monthly. Calculate the monthly loan instalments.

    Calculating the loan instalment—annuity due

    ])(11[i 

    ni 

     AR 

    periods.gcompoundinof number the

    decimalaasexpressedperiodper rateinterestnominalcurrentthe

    value)(presentamountloanthe

    amountinstalmentthe

    :where

    n

     A

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    37

    instalmentmonthly$375.78

    57.21494

    500$21 

    0.01)(1]0.01

    840.01)(11[

    500$21

    84127

    0.0112

    0.12

    500$21

    n

     A

     

    Example 2: A business proprietor is purchasing a computer system for the business at a cost of $21 500. A

    finance company has offered a term loan over seven years at a rate of 12% per annum. The loan will be repaid

    by equal monthly instalments at the beginning of each month. Calculate the amount of the loan instalments.

    Mortgage Finance

      A mortgage is a form of security for a loan

    o  The borrower (mortgagor) conveys an interest in the land and property to the lender (mortgagee)

      The mortgage is discharged when the loan is repaid

      If the mortgagor defaults on the loan the mortgagee is entitled to foreclose on the property, i.e. take

    possession of assets and realise any amount owing on the loan

      Use of mortgage finance

    Mainly retail home loans

      Up to 30-year terms

    o  To a lesser degree commercial property loans

      Up to 10 years as businesses generate cash flows enabling earlier repayment

      Providers (lenders) of mortgage finance

    o  Commercial banks, building societies, life insurance offices, superannuation funds, trustee

    institutions, finance companies and mortgage originators

      Interest rates

    o  Both variable and fixed interest rate loans are available to borrowers

      With fixed interest loans, interest rates reset every five years or less

    o  With interest-only mortgage loans, interest-only period is normally a maximum of five years

      Mortgagee (lender) may reduce their risk exposure to borrower default by:

    o  requiring the mortgagor to take out mortgage insurance up to 100% of the mortgage value

     

    Calculating the instalment on a mortgage loan 

    ]n)(11

    [i 

     AR 

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    38

      Example 3: A company is seeking a fully amortised commercial mortgage loan of $650 000 from its bank. The

    conditions attached to the loan include an interest rate of 8% per annum, payable over five years by equal

    end-of-quarter instalments. The company treasurer needs to ascertain the quarterly instalment amount.

      Securitisation and mortgage finance

    o  Mortgage originators, commercial banks and other institutions use securitisation to manage their

    mortgage loan portfolios

    o  Involves conversion of non-liquid assets into new asset-backed securities that are serviced with cash

    flows from the original assets

    o  Original lender sells bundled mortgage loans to a special-purpose vehicle

      That is, a trust set up to hold securitised assets and issue asset-backed securities like bonds,

    providing investors with security and payments of interest and principal

      The securitisation of mortgage finance suffered a large contraction during the GFC.

    o  Securitised mortgage assets in 2007: $215 billion

    o  Securitised mortgage assets in 2010: $112 billion

      These falls were recorded in Australia despite the much lower default rates experienced on mortgages

    compared to other parts of the world

    Debentures, unsecured notes and subordinated debt

      Debentures (most secure corporate bond)and unsecured notes

    o  Are corporate bonds

    o  Issued the same way as shaires

    o  Specify that the lender will receive regular interest payments (coupon) during the term of the bond

    and receive repayment of the face value at maturity

    o  Unsecured notes are bonds with no underlying security attached

    Debentures:

      are secured by either a fixed or floating charge over the issuer’s unpledged assets 

      are listed and traded on the stock exchange

      have a higher claim over a company’s assets (e.g. on liquidation) than unsecured note

    holders

      Issuing debentures and notes

    o  There are three principal issue methods

      1.Public issue—issued to the public at large, by prospectus

     

    2.Family issue—issued to existing shareholders and investors, by prospectus  3.Private placement—issued to institutional investors, by information memorandum

    o  Usually issued at face value, but may be issued at a discount or with deferred or zero interest

    o  A prospectus contains detailed information about the business

    instalmentmonthly751.87$39

    ]0.02

    200.02)(11[

    000$650

    2045

    0.02

    4

    0.08

    000$650

    n

     A

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    39

      Subordinated debt

    o  More like equity than debt, i.e. quasi-equity

    o  Claims of debt holders are ‘subordinated’ to all other company liabilities 

    o  Agreement may specify that the debt not be presented for redemption until after a certain period

    has elapsed

    o  May be regarded as equity in the balance sheet, improving the credit rating of the issuer

    Calculations: fixed- interest securities

      Price of a fixed-interest bond at coupon date

    o  The price of a fixed-interest security is the sum of the present value of the face value and the

    present value of the coupon stream

    Example 4: Current AA+ corporate bond yields in the market are 8% per annum. What is the price of anexisting AA+ corporate bond with a face value of $100 000, paying 10% per annum half-yearly coupons, and

    exactly six years to maturity?

    A = $100 000

    C = $100 000 x 0.10/2 = $5000

    i = 0.08/2 = 0.04

    n = 6 x 2 = 12

      Price of a fixed-interest bond between coupon dates

    Yield of a bond- describes the total rate of return, coupon payment- amount of interest throughout the lifetime

    of bond 

      Example 5: Current AA+ corporate bond yields in the market are 8% per annum. An existing AA+ corporate

    bond with a face value of $100 000, paying 10% per annum half-yearly coupons, maturing 31 December

    2016, would be sold on 20 May 2011 at what price?

    ni  A

    ni 

    C P  

    )(1])(11

    [

    k i 

    ni  A

    ni 

    C P  )(1)(1)(11

     

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    40

    Examples

      Most major issues are conducted in the US.

      Lets looks at some corporate debt that is on issue in Australia.

    Woolworths Notes II were issued on 24 November 2011 and will mature on 24 November 2036unless redeemed before that date.

    o  Notes are dated, unsecured, subordinated, cumulative notes issued by Woolworths. The Issue Price

    is $100 per Note. This is also the Face Value.

    Leasing

      A lease is a contract where the owner of an asset (lessor) grants another party (lessee) the right to use the

    asset for an agreed period of time in return for periodic rental payments

      Leasing is the borrowing (renting) of an asset, instead of borrowing the funds to purchase the asset

      Advantages of leasing for lessee over ‘borrow and purchase’ alternative 

    Conserves capitalo  Provides 100% financing

    o  Matches cash flows (i.e. rental payments with income generated by the asset)

    o  Less likely to breach any existing loan covenants

    o  Rental payments are tax deductible

      Advantages of leasing for lessor over a straight loan provided to a le