Report on Equity

download Report on Equity

of 25

Transcript of Report on Equity

  • 8/14/2019 Report on Equity

    1/25

    Equity

    1.0 Introduction

    Abalance sheet, also known as a "statement of financial position", reveals a company's

    assets, liabilities and owners' equity (net worth). The balance sheet, together with the income

    statement and cash flow statement, make up the cornerstone of any company's financial

    statements.

    assets = liabilities + shareholders' equity

    This means that assets, or the means used to operate the company, are balanced by a

    company's financial obligations along with the equity investment brought into the company

    and its retained earnings.

    Assets are what a company uses to operate its business, while its liabilities and equity are two

    sources that support these assets. Owners' equity, referred to asshareholders' equityin a

    publicly traded company, is the amount of money initially invested into the company plus

    anyretained earnings, and it represents a source of funding for the business. Refer to the table

    1:

    http://www.investopedia.com/terms/b/balancesheet.asphttp://www.investopedia.com/terms/a/asset.asphttp://www.investopedia.com/terms/l/liability.asphttp://www.investopedia.com/terms/n/networth.asphttp://www.investopedia.com/terms/i/incomestatement.asphttp://www.investopedia.com/terms/i/incomestatement.asphttp://www.investopedia.com/terms/s/stockholdersequity.asphttp://www.investopedia.com/terms/s/stockholdersequity.asphttp://www.investopedia.com/terms/s/stockholdersequity.asphttp://www.investopedia.com/terms/r/retainedearnings.asphttp://www.investopedia.com/terms/r/retainedearnings.asphttp://www.investopedia.com/terms/b/balancesheet.asphttp://www.investopedia.com/terms/a/asset.asphttp://www.investopedia.com/terms/l/liability.asphttp://www.investopedia.com/terms/n/networth.asphttp://www.investopedia.com/terms/i/incomestatement.asphttp://www.investopedia.com/terms/i/incomestatement.asphttp://www.investopedia.com/terms/s/stockholdersequity.asphttp://www.investopedia.com/terms/r/retainedearnings.asp
  • 8/14/2019 Report on Equity

    2/25

    Table 1: Nature of Owners Equity

    2.0 Corporations

    A corporation is a legal entity having an existence separate from that of its owners.

    It owns property on its own name, the assets belong to the corporation itself and not to the

    owners. It has a legal status in court. As a legal entity, it may enter into contracts and is

    responsible for its own debts and pays taxes on its earnings. A corporation may have any

    number of investors. In dollar value of business activity, corporations hold an impressivelead.

    There are two types of limited company that define the way that money can be raised

    through shares.

    A private limited company can sell shares only to designated people and there is a

    limit how much capital they can raise through this method.

  • 8/14/2019 Report on Equity

    3/25

    A public limited company can issue shares to the public. This means anyone can

    have a share in the company.

    It is important to note that once a share is issued, it only raises money for the

    company the first time it is sold. After that the proceeds any sale of that share goes to the

    owner of the share. It is like a second hand car. When a BMW is sold second hand, then the

    money goes to the owner of the car and not BMW.

    A company may wish to issue shares because:

    A large amount of money can be raised through a share issue.

    Unlike a loan the money does not have to be repaid over a fixed period of time.

    Forming a corporation also allows to:

    Reward and retain key staff by giving workers a piece of the business.

    Have more options for raising funds. Instead of going into more debt, you can attract

    equity investor.

    Shift tax liability away from you to the corporate entity.

    But there are some disadvantages as well:

    It takes more time and money to incorporate than to form other types of businesses.

    Corporations are subject to more regulation at both the federal and state level.

    The management structure of a corporation is more rigid, giving you, as the owner,

    less flexibility to run things as you see fit.

    2.1 Formation of a Corporation

    2.1.1 Stockholder Records in a Corporation

    Common or preferred stockholder whose name is registered on the books of a

    corporation as owning shares as of a particular date. Dividends and other distributions are

    made only to shareholders of record. Common stockholders are usually the only ones entitled

  • 8/14/2019 Report on Equity

    4/25

    to vote for candidates for the board of directors or on other matters requiring shareholder

    approval.

    3.0 Paid-In-Capital of a Corporation

    3.1 Authorization and Issuance of Capital Stock

    The capital market is the market for securities, where companies and governments can

    raise long term funds. It is a market in which money is lent for periods longer than a year.

    It consists of:

    Primary Market

    Secondary Market

    Primary Market:

    The primary market is that part of the capital market that deals with the issuance of

    new securities.

    Companies, governments or public sector institutions can obtain funding through the

    sale of a new stock or bond issue.

    Include all types of securities being sold for the first time.

    After being offered in primary market it becomes the part of secondary market.

    Primary offer consists of:

    IPO (initial public offering) :-where unlisted company is selling the securities to the

    public for the first time.

    FPO (follow on public offering) :-new offering of the listed company that have sold

    securities before

    Features of primary markets are:

    This is the market for new long term capital. Therefore it is also called the new issue

    market (NIM).

  • 8/14/2019 Report on Equity

    5/25

    In a primary issue, the securities are issued by the company directly to investors.

    The company receives the money and issues new security certificates to the investors.

    Primary issues are used by companies for the purpose of setting up new business or

    for expanding or modernizing the existing business.

    The primary market performs the crucial function of facilitating capital formation in

    the economy.

    The new issue market does not include certain other sources of new long term

    external finance, such as loans, debts etc.

    Secondary Market

    The secondary markets are where existing securities are sold and bought from one

    investor or speculator to another, usually on an exchange

    Also,

    Secondary market is the market where stocks are traded after they are initially offered

    to the investor in primary market (IPO's etc.) and get listed to stock exchange.

    Secondary market comprises of equity markets and the debt markets.

    Secondary market is a platform to trade listed equities, while Primary market is the

    way for companies to enter in to secondary market

    3.2 Common Stock

    Common stock is defined as Common stock is one form of securities issued by a

    public corporation. Essentially, the purchase of common stock provides the shareholder with

    a specified amount of equity ownership in the issuing company, as well as various rights and

    privileges connected with the operation of the corporation. Common stock is the most widely

    issued type of public stock, and is the stock type of choice for most initial offerings to the

    general public.

    3.2.1 Characteristic of Common Stock

  • 8/14/2019 Report on Equity

    6/25

    There have 3 characteristic for common stock:

    1. Stock rights

    Common stock represents a bundle of rights and powers. They include:

    The right to receive dividend payments typically from earnings -- if

    authorized by the board of directors

    The power to sell the stock (liquidity rights) and realize capital gains

    on public trading markets or in private transactions-- if there are willing buyers

    The right to receive consideration in a merger or other fundamental

    transaction -- if approved by the board and the shareholders

    The right to vote to elect directors and to approve fundamental

    transactions (mergers, sale of assets, amendments to articles, dissolutions)

    The right to receive a proportionate distribution of assets on corporate

    liquidation -- if the board and shareholders approve a dissolution

    Shareholders are often said to have a residual claim to the income and assets of the

    business. Financially, they stand last in line behind corporate creditors, such as bondholders,

    short-term lenders, banks, trade creditors. When a company is unable to pay its debts, and the

    company is forced into bankruptcy, shareholders receive nothing.

    2. Uncertain returns

    The returns on common stock are uncertain. The company might not have earnings

    with which to pay dividends. The board might not declare dividends, but instead reinvestearnings in the company. There may not be a market into which to sell stock. The market

    might, because of structural or informational flaws, not value stock efficiently. The board

    might approve a merger that imposes a price that does not reflect the stock's future return

    potential. The board might approve a dissolution and liquidation of the company's assets at a

    price that does not reflect the company's ongoing business value.

  • 8/14/2019 Report on Equity

    7/25

    3. Value based on dividends

    Professional stock valuators focus on cash dividends. Some companies do not pay

    dividends, and most companies pay less in dividends than has been earned. In addition, many

    shareholders realize returns when they sell the stock (capital gains) or receive a higher price

    in a fundamental corporate transaction, such as a merger.

    In the end, stock has value because of the possibility of cash returns:

    Earnings. Even if current earnings are retained and reinvested, the

    reinvested earnings should produce future earnings that eventually will be paid as

    dividends.

    Capital gains. If a shareholder sells stock on the market, it is because

    the buyer values the potential for future returns - that is, dividends.

    Merger. If a company is acquired in a merger, and its shareholders paid

    for their stock, the acquirer values the company's potential for creating returns -

    dividends.

    For this reason, professional stock valuators say that only dividends are relevant. But

    stock markets are more realistic about human nature. Market traders know, for example, that

    stock prices in mergers often involve more than the acquirer's valuation of future dividends.

    Sometimes the acquirer's managers have big egos and just want to run a bigger business. The

    selling shareholders know this and will demand a higher merger price.

    3.3 Preferred Stock

    Preferred stock can be defined as an element of shareholder equity that has

    characteristics of both equity and debt. A preferred share carries additional rights above and

    beyond those conferred by common stock. Preferred shareholders may have an advantage

    over common stock shareholders in dissolution, bankruptcy or liquidation, for instance.

    Preferred shares also generally have a dividend requirement, which makes them appear

    similar to debt. The dividend structure usually has rights attached to it, such as whether the

    dividends are cumulative or whether the shares participate in enterprise earnings. The

  • 8/14/2019 Report on Equity

    8/25

    dividend rate may or may not be fixed or tied to some type of index that controls the

    movement of the rate, either up or down.

    3.3.1 Characteristics of Preferred Stock

    When comparing characteristics of preferred shares to characteristics of similar securities,

    look at the following:

    Dividend rate. What amount of income is received periodically?

    Cumulative vs. noncumulative.Will dividends accrue if they are not paid on time, or

    are the dividend lost if the company is unable to, or decides not to, pay it?

    Participatingvs. nonparticipating.Is there a right to participate in earnings or value

    over and above the stated rate?

    Liquidation preference.Will preferred shareholders receive a distribution upon

    liquidation before the common shareholders?

    Redeemable vs. nonredeemable.Do the preferred shares have a fixed term, and can

    they be bought back by the company at a specified price, time or interval?

    Redeemable shares may have a sinking fund, a cache into which the company pays

    over time to fund retiring them. The most important provisions regarding redemption

    are the call price and the length of time until the company will redeem the preferred

    shares.

    Votingvs. nonvoting.Do the preferred shares come with voting rights? Common

    stock lets holders participate in running the company; special classes of shares may

    not have such rights.

    Put options.Can a shareholder make the company repurchase the shares for a fixed

    price (usually par value)?

    Convertible vs. nonconvertible.Can the shares be converted for common stock, or

    into some other stock or debt instrument?

    3.4 Comparison between Common Stocks and Preferred Stocks

    Corporations issue preferred stock to raise cash. Thus, although you buy or sell them

    the same way you trade regular common stocks; preferred stocks are more like bonds than

    common stocks.

  • 8/14/2019 Report on Equity

    9/25

    Investors buy them for the steady dividends, which typically equate to 4% to 8%

    yields. Most preferred stocks pay dividends quarterly. Unlike common stocks, there is not

    much share price appreciation if your company comes up with a hot product. Further, in most

    cases, the dividend never goes up either.

    Preferred stock is a hybrid between common stockand abond. Each share of preferred

    stock is normally paid a guaranteed dividendwhich receives first priority (i.e., the common

    stockholders cannot receive a dividend until the preferred dividend has been paid in full) and

    has dibs over the common stockholders at the company's assets in the event of bankruptcy (its

    claim is still subordinate to that of the bond holders, however). In exchange for the higher

    income and perceived safety, preferred shareholders forgo the possibility of large capital

    gains.

    The terms of preferred stock issues can vary widely, even among the same

    corporation. Arguably, the most important characteristic of a preferred stock is if it is

    cumulative or non-cumulative. In a cumulative issue, dividends that are not paid (referred to

    as "in arrears") build up. Before any dividend can be paid on the common stock, the entire in

    arrears balance must be paid in full. If a preferred issue is non-cumulative and a dividend

    payment is missed, the shareholders are out of luck; they will, most likely, never receive that

    money from the company even if and when the enterprise encounters prosperous times.

    Common stocks holders are generally the primary owners and have voting rights.

    Preferred stocks holders are secondary owner and generally dont have voting rights.

    Preference is given to preferred stock owners as to assets in liquidation and for

    common stocks owners can make a residual claim on assets at the time of liquidation paying

    to the creditors and clearing the taxes.

    3.5 Book Value per Share of Common Stock

    Worth of each share of stock per the books based on historical cost. It differs from

    market price per share. Book value per share can be computed for common stock and

    preferred stock as follows:

    http://beginnersinvest.about.com/cs/newinvestors/f/whatisstock.htmhttp://beginnersinvest.about.com/cs/newinvestors/f/whatisstock.htmhttp://beginnersinvest.about.com/cs/bonds1/a/040401a.htmhttp://beginnersinvest.about.com/od/dividendsdrips1/a/aa040904.htmhttp://beginnersinvest.about.com/od/dividendsdrips1/a/aa040904.htmhttp://beginnersinvest.about.com/od/capitalgainstax/index.htmhttp://beginnersinvest.about.com/od/capitalgainstax/index.htmhttp://beginnersinvest.about.com/od/capitalgainstax/index.htmhttp://beginnersinvest.about.com/cs/newinvestors/f/whatisstock.htmhttp://beginnersinvest.about.com/cs/bonds1/a/040401a.htmhttp://beginnersinvest.about.com/od/dividendsdrips1/a/aa040904.htmhttp://beginnersinvest.about.com/od/capitalgainstax/index.htmhttp://beginnersinvest.about.com/od/capitalgainstax/index.htm
  • 8/14/2019 Report on Equity

    10/25

    In most situations, the book value per Share or BV can be a pretty meaningless value.

    Technically, it is considered to be the accounting value of each share, which can be drastically

    different than what the market value per share is for a common stock. There is also very little

    that market value and book value have in common. Market value or price per share is a

    reflection of supply and demand for a stock. Usually this is based on some expectation of

    future performance.

    There is one circumstance where situation where BV can be useful and that is when

    the market price or value is currently set below the book value. When this occurs, the

    company is considered undervalued and might be considered an attractive stock to buy.

    3.6 Market Value

    3.6.1 Market Price of Preferred Stock

    Market price of preferred stock is the price as determined dynamically by buyers and

    sellers in an open market for capital stock which provides a specific dividend that is paid

    before any dividends are paid to common stock holders, and which takes precedence over

    common stock in the event of liquidation.

    33333 Market Price of Common Stock

    Market price of common stock also called share price, this figure is simply the price

    of one share of stock. This is the most visible piece of financial data for a company, and the

    media tends to focus on this single piece of financial data. This value can be sometimes

    found in the Income Statement, but if not, it is just as easily found by going to a stock-price

  • 8/14/2019 Report on Equity

    11/25

    lookup website, searching for the historical stock price for the day the financial statement was

    submitted.

    3.6.3Importance of Market Price of Common Stock:

    The Market Price of Common Stock as a sole financial indicator is useless.

    Comparing this value to the earnings per share provides a limited view on how "expensive"

    the stock is - companies with a high Price to Earnings Ratio have a stock price that may be

    overvalued - meaning there is high demand to purchase the stock and the price may have

    gone up. Stock traders also focus on this value, as their incremental purchases and sell-offs

    are how they intend to make a profit. Stock investors rely on much more financial data than

    just the stock price.

    4.0 Stock Splits

    Companies often split shares of their stock to try to make them more affordable to

    individual investors. Unlike an issuance of new shares, a stock split does not dilute the

    ownership interests of existing shareholders. When a company declares a stock split, its share

    price will decrease, but a shareholders total market value will remain the same. For example,

    if you own 100 shares of a company that trade at $100 per share and the company declares a

    two for one stock split, you will own a total of 200 shares at $50 per share immediately after

    the split. If the company pays a dividend, your dividends paid per share will also fall

    proportionately.

    A stock may split two for one, three for two, or any other combination. A reverse

    stock split occurs when a company reduces its number of outstanding shares, such as a one

    for two split. For a history of a companys stock splits, check the companys web site or

    contact its investor relations department.

    http://www.sec.gov/answers/reversesplit.htmhttp://www.sec.gov/answers/reversesplit.htmhttp://www.sec.gov/answers/reversesplit.htmhttp://www.sec.gov/answers/reversesplit.htm
  • 8/14/2019 Report on Equity

    12/25

    5.0 Treasury Stock

    5.1 Recording Purchases of Treasury Stock

    A corporation may choose to reacquire some of its outstanding stock from its

    shareholders when it has a large amount of idle cash and, in the opinion of its directors, the

    market price of its stock is too low. If a corporation reacquires asignificantamount of its own

    stock, the corporation's earnings per share may increase because there are fewer shares

    outstanding.

    If a corporation reacquires some of its stock and does not retire those shares, the

    shares are called treasury stock. Treasury stock reflects the difference between the number of

    shares issuedand the number of shares outstanding. When a corporation holds treasury stock,

    a debit balance exists in the general ledger account Treasury Stock (a contra stockholders'

    equity account). There are two methods of recording treasury stock: (1) the cost method, and

    (2) the par value method.

    Under the cost method, the cost of the shares acquired is debited to the account

    Treasury Stock. For example, if a corporation acquires 100 shares of its stock at $20 each, the

    following entry is made:

    Treasury Stock 2,000

    Cash 2,000

    Stockholders' equity will be reported as follows:

    http://www.accountingcoach.com/terms/E/earnings-per-share.htmlhttp://www.accountingcoach.com/terms/E/earnings-per-share.html
  • 8/14/2019 Report on Equity

    13/25

    5.2 Reissuance of Treasury Stock

    In ordinary trading companies the key factor is the difference between the prevailing

    share price and the price the treasury shares are sold to the market. Where the shares are sold

    at a discount to the share price investors may have concerns about dilution. These types of

    issues are well understood and account for the existence of pre-emption rights in company

    law.

    For an investment company, shares sold from treasury would normally be at the

    prevailing share price (or very close). The critical issue, in terms of shareholders being

    prepared to waive their pre-emption rights, is less to do with shares being sold at a discount to

    the share price than at a possible discount to NAV (net asset value).

    NAV enhancement: One market view is that any re-sale of shares at a discount to

    NAV inevitably erodes value for existing shareholders. It maintains that repurchased shares

    should always be cancelled following a repurchase as this provides the greatest possible uplift

    of NAV per share. The contrasting view focuses on the round-trip.

    This identifies the whole process of repurchasing, holding and re-selling shares as one

    exercise and considers its overall impact on NAV and other issues (such as liquidity). The

    round-trip perspective takes a more holistic view of the operation. It recognises that there is

    an opportunity cost in selling the re-issued shares at a discount, but that this should beweighed against potential other benefits.

  • 8/14/2019 Report on Equity

    14/25

    5.3 Benefits of Stock Buybacks

    1 Increased Shareholder Value - There are many ways to value a profitable company but

    the most common measurement is Earnings Per Share (EPS). If earnings are flat but the

    number of outstanding shares decreases. An increase in period-to-period EPS will result.

    2 Higher Stock Prices - An increase in EPS will often alert investors that a stock is

    undervalued or has the potential for increasing in value. The most common result is an

    increase in demand and an upward movement in the price of a stock.

    3 Increased Float - As the number of outstanding shares decreases, the shares remaining

    represent a larger percentage of the float. If demand increases and there is less supply,

    then fuel is added to a potential upward movement in the price of a stock.

    4 Excess Cash - Companies usually buy back their stock with excess cash. If a company

    has excess cash, then at a minimum you can bank that it doesn't have a cash flow

    problem. More importantly, it signals that executives feel that cash re-invested in the

    corporation will get a better return than alternative investments.

    5 Income Taxes - When excess cash is used to buyback company stock, in lieu of

    increasing or paying dividends, shareholders often have the opportunity to defer capital

    gains and lower their tax bill if the stock price increases. Remember that dividends are

    taxed as ordinary income in the year they are received whereas the sale of appreciated

    stock is taxed when sold. Also, if the stock is held for more than one year the gain will

    be subject to lower capital gain rates.

  • 8/14/2019 Report on Equity

    15/25

    6 Price Support - Companies with buyback programs in place use market weakness to buy

    back shares more aggressively during market pullbacks. This reflects confidence that a

    company has in itself and alerts investors that the company believes that the stock is

    cheap. Frequently you will see a company announce a buyback after its stock has taken ahit, which is merely an overt action to take advantage of the discount on the shares. This

    lends support to the price of the stock and ultimately provides security for long-term

    investors during rough times.

    7 Now that we've shown a few reasons to be bullish on "buyback stocks," should you go

    out and buy every buyback you can find? Definitely not. Not all buybacks are equal and

    some buybacks seem to be nothing more than an attempt to manipulate the stock price.

    5.4 Potential Pitfalls

    1 Manipulation of Earnings - Above we described how a buyback improves the earnings

    per share number. Analysts rate stocks on many factors, but one of the most important

    numbers is the Earnings Per Share. Assume that an analyst estimates earnings using a

    higher number of outstanding shares existing before a buyback is executed. If the timing

    is right, companies could buyback shares and appear to beat consensus estimates that

    were based on a larger number of outstanding shares. So, watch out for announcements

    just prior to earnings.

    2 Buyback Percentage - The higher the percentage of the buyback, the greater the potential

    for profits. Unfortunately, the buyback percentage is not typically part of an

    announcement so in order to determine if there is any significance to the announcement

    you'll need to do some research. Don't assume that a large number of shares is

    necessarily a large percentage.

    3 Execution of Buyback - There is a difference between announcing a buyback and

    actually purchasing the stock. A buyback announcement may initially boost the price of

  • 8/14/2019 Report on Equity

    16/25

    a stock, but this phenomenon (when it occurs) is usually short lived. Don't be fooled into

    believing that all announcements are implemented. A good portion of announced

    buybacks are not executed in full.

    4 High Stock Prices - Beware of a buyback program announced when a stock is at or

    nearing an all-time high. A stock buyback can be used to manipulate less than desirable

    EPS expectations. One way of investigating this is to compare the P/E (Price/Earnings)

    ratio relative to other stocks in the sector or industry. If a higher than normal P/E ratio

    exists, then it doesn't make a whole lot of sense for a company to buy it's stock at a

    premium unless there is something in the works that will add substantially to earnings.

    6.0Retain Earnings

    Earnings notpaidout as dividends but instead reinvested in the core business or used to

    pay offdebt. Its also called earned surplus oraccumulated earningsorinappropriate profit.

    6.1 Importance of Retain Earnings

    In general terms, the capital retained by a company is used to maintain the existing

    business or could be used to grow the business. This is seen as a means for boosting sales and

    profits.

    Some companies like those in the manufacturing sectors tend to spend a large portion

    of their profits on new equipments in order to maintain its operations. This could cause

    retained earnings to be slim. In this case, such large amounts of money are required to keep

    the business running. On the other hand, some companies that do not invest heavily on

    machinery and equipment could use a good portion of their profits to grow the business by

    opening more branches etc.

    Just like individuals set money aside for future investment purposes, so also

    companies must retain some of their earnings for future growth. These earnings should be

    http://www.businessdictionary.com/definition/earnings.htmlhttp://www.investorwords.com/3569/paid.htmlhttp://www.investorwords.com/3569/paid.htmlhttp://www.investorwords.com/3569/paid.htmlhttp://www.investorwords.com/1509/dividend.htmlhttp://www.investorwords.com/623/business.htmlhttp://www.investorwords.com/3626/pay.htmlhttp://www.investorwords.com/1313/debt.htmlhttp://www.investorwords.com/1615/earned_surplus.htmlhttp://www.investorwords.com/71/accumulated_earnings.htmlhttp://www.investorwords.com/71/accumulated_earnings.htmlhttp://www.investorwords.com/5107/unappropriated_profit.htmlhttp://www.businessdictionary.com/definition/earnings.htmlhttp://www.investorwords.com/3569/paid.htmlhttp://www.investorwords.com/1509/dividend.htmlhttp://www.investorwords.com/623/business.htmlhttp://www.investorwords.com/3626/pay.htmlhttp://www.investorwords.com/1313/debt.htmlhttp://www.investorwords.com/1615/earned_surplus.htmlhttp://www.investorwords.com/71/accumulated_earnings.htmlhttp://www.investorwords.com/5107/unappropriated_profit.html
  • 8/14/2019 Report on Equity

    17/25

    invested back into the business or in other ventures that can generate more money. Retained

    earnings are meant to boost the value of a company which indirectly boosts investors capital.

    If a company is able to use its retained earnings to produce exceptionally good results, it is

    better they keep those earnings instead of paying them out to investors. This is very important

    because some companies pay as high as 90 percent of their earnings as dividends.

    In times like these when liquidity seems tight and some companies are having

    difficulties generating sufficient cash for their operations, the retained earnings serve as a

    boost that complements these shortfalls. Be that as it may, investors believe that management

    knows best. After all, shareholders are responsible for voting directors on the board. So, if a

    company has a tradition of paying a particular percentage of earnings as dividends and it has

    worked well over the years, so be it.

    7.0 Equity Market in Malaysia

    7.1 Bursa Malaysia

    Bursa Malaysia is an exchange holding company approved under Section 15 of the Capital

    Markets and Services Act 2007. It operates a fully-integrated exchange, offering the complete

    range of exchange-related services including trading, clearing, settlement and depository

    services. Bursa Malaysia today is one of the largest bourses in Asia with just under 1,000

    listed companies offering a wide range of investment choices to the world. Companies are

    either listed on Bursa Malaysia Securities Berhad Main Market or ACE Market.

    In assisting the development of the Malaysian capital market and enhancing global

    competitiveness, Bursa Malaysia is committed to maintaining an efficient, secure and active

    trading market for local and global investors.

    Equitiesoffer considerable potential for capital growth and are long term risk investments. It

    involves company shares which represents part ownership by the investor in a particular

    company. Ownership of equities will often entitle the investor to a portion of the company's

    profits through dividends.

    A share is a security which represents a portion of the owner's capital in a business.

    Shareholders are the owners of the business and share the success or failure of the business.

  • 8/14/2019 Report on Equity

    18/25

  • 8/14/2019 Report on Equity

    19/25

    7.2.3 Fixed Income securities

    The holders of the fixed income securities are creditors of the company rather than

    shareholders. Holders of fixed income securities have no rights in the company beyond

    the payment of a fixed interest on their loans and repayment of the loans in accordance

    with the terms on which they were issued. Fixed income securities may be secured or

    unsecured, with the secured fixed income securities ranking before the unsecured. Both

    principal types of fixed income securities are debentures and loan stocks.

    a Debentures/ Debenture Stocks

    A debenture is similar to a mortgage. It is a long-term loan secured on certain fixed orfloating assets of a company. A debenture stock is a debenture issued as a fixed-

    interest stock. Such securities are issued under trust deeds, and in the event of the

    borrower defaulting on the interest or capital repayment, the debenture holder has the

    right to appoint a receiver to sell the company's assets and secure repayment of the

    loan.

    b Loan Stocks

    A loan stock is a security issued by a company in respect of a loan made by investors.

    Loan stocks may be secured, unsecured, convertible or non-convertible, but are often

    unsecured, unlike debentures.

    i. Unsecured loan stocks carry higher risk than debentures, and in the event of awinding-up, unsecured loan stock holders rank alongside all other unsecuredcreditors.

    ii. Convertible loan stocks carry the right to be converted into ordinary sharesof the company on pre-arranged terms and within a limited period. Theobjective of issuing a convertible loan stock is to obtain fixed interest financeat a relatively low rate of interest and at the same time make it attractive to

    potential holders by the offer of equity participation at a later date.iii. Notes

    There also fixed income securities with a maturity date, and may or may notbe redeemable.

    iv. Bonds

    Like debentures, bonds are fixed income securities issued to lenders of

    long-term loans, with a maturity date.

    7.2.4 Exchange-Traded Fund (ETF)

    Exchange-Traded Fund (ETF) is an investment fund that trade like stocks. Cheap, flexible,

    and tax-friendly, it allows investment of any size in a myriad of different portfolios of

    securities, equities, bonds, commodities etc. ETF is more than just cheap fund. It is an

  • 8/14/2019 Report on Equity

    20/25

    entirely different animal from unit trust funds. ETF can be bought and sold instantaneously

    on a stock exchange as opposed to unit trust funds, which almost always trade at end-of-day

    prices.

    ETF is designed to track performance of an index. It offers additional benefits ofdiversification and market tracking while retaining the features of convenience and flexibility

    of ordinary stocks. Investors can buy or sell ETF through their stockbrokers anytime during

    trading hours.

    7.2.5 Warrants and Others

    a. Warrants/Transferable Subscription Rights (TSRs)

    Warrants/TSRs give the holders the right, but not an obligation, to subscribe for new

    ordinary shares at a specified price during a specified period of time. Thewarrants/TSRs (usually attached to an issue of loan stock) are issued by the company.

    Warrants have a maturity date (up to 10 years) after which they expire worthless

    unless the holder had exercised to subscribe for the new shares before the maturity

    date.

    b. Call Warrants

    Call warrants also give a right, but not an obligation, to buy a fixed number of shares

    at a specified price within a limited period of time. But unlike warrants/TSRs, call

    warrants are issued by third parties based on existing shares. Therefore, they donot increase the issued capital or dilute the earnings of the company as a warrant/TSR

    would do. Call warrants have maturity dates of not more than two (2) years.

    c. Property Trusts

    A property trust fund involves a listed company which invests its funds in landed

    properties. It operates just like a unit trust except that it invests in property rather than

    shares. It therefore provides investors access to retail and commercial properties.

    d. Close-end Funds

    A closed-end fund involves a listed company which invests in shares of other

    companies. A closed-end fund company has a fixed number of shares in issue at any

    point of time, the price of which will fluctuate according to net asset value and market

    forces.

  • 8/14/2019 Report on Equity

    21/25

    7.3 Listingcriteria for local and foreign company

    7.3.1 Main Board

    For quantitative requirement, the local and foreign company must fulfil one of the

    criteria for listing

    i. Market Capitalization Test

    The minimum paid up capital requirement is at least RM500 million upon listing

    comprising ordinary share of at least RM0.50 each; and incorporated and

    generated operating revenue for at least 1 full FY prior to submission.

    ii. Profit Test

    Profit after tax at of at least RM6 million for the most recent full financial year

    and uninterrupted profit after tax of 3-5 full financial years with aggregate of at

    least RM20 million.

    iii. Infrastructure Project Corporation test

    Must have the right to build and operate an infrastructure project in or outside

    Malaysia:-

    with project costs of not less than RM500 million; and for which a concession or licence has been awarded by a government

    or a state agency, in or outside Malaysia, with remaining concession oflicence period of at least 15 years

    Applicant with shorter remaining concession or licence period may be considered

    if the applicant fulfil the profit requirements under profit test

    7.3.2 ACE Market

    No minimum operating track record or profit requirement, No minimum IPO

    price. This is the new rule form Bursa Malaysia on 3 August 2009. Compare the

    previous known as MESDAQ market, the minimum paid up capital is

    RM2,000,000 and for a technology incubator company, the minimum issued and

    paid up share capital is not less than RM20,000,000

    Above is the quantitative listing requirement, the company also need to fulfil other

    requirement for qualitative criteria and others requirement set by Securities

    Malaysia.

  • 8/14/2019 Report on Equity

    22/25

    8. Financial Reporting Standard (FRS)

    Financial Reporting Standard (FRS) is a guideline and rules set by the Accounting Standards

    Board (ASB) that companies and organizations can follow when compiling financial

    statements. FRS also known as financial accounting standard which defined as definitive

    benchmarks prescribed by a country's Accounting Standards Board (as in the UK), or

    Financial Accounting Standards Board (as in the US) for reporting of accounting data in

    financial statements. These rules must be applied to all financial statements in order to

    provide a true and fair view of the firm's financial position, and a standardized method ofcomparison with financial statements of the other firms.

    Financial Reporting Standard (FRS) which are guideline and rules for equity in accounting or

    financing for companies. Below are the related FRS for equity:

    8.1Financial Reporting Standard 101 : Presentation of financial statement

    The objective of FRS is to prescribe the basis for presentation of general purpose financial

    statements, to ensure comparability both with the entitys financial statements of previous

    periods and with the financial statements of other entities. FRS set outs the overall framework

    and responsibilities for the presentation of financial statements, guidelines for their structure

    and minimum requirements for the content of the financial statement. Financial statement set

    out by FRS 101 are balance sheet, income statement, statement of changes in equity, cash

    flow statement and notes accompanying the financial statements.

    8.2.1 Statement of Changes in Equity

    The income statement disclosed the changes to net asset that arise through operations. Income

    increases net assets and expenses reduce net assets. There are some changes to assets which

    are gain but are not disclosed in the income statement but required by specific standards to

    be shown in the statement of changes in equity. Examples of such gains are surplus on

    revaluation of property, plant and equipment, certain foreign exchange differences and

    changes in values of certain financial instrument.

    Another major item to be disclosed in this statement is retrospective adjustments to retained

    earnings for material errors and changes in accounting policies. Other non-operating

  • 8/14/2019 Report on Equity

    23/25

    transactions such as the issue of shares which increase the net assets and dividends paid that

    reduce net asset are disclosed here too.

    The following items are to be presented on the face of the statement of changes in equity.

    a. net profit or loss for the period

    b. Items of income, gain, expense or loss that are directly recognised in the reserves in

    compliance with other accounting standards

    c. the total profit attributable to the equity holders and minority interest

    d. the effect of changes in accounting policies and corrections of errors

    Following are items that can be presented on the face of the statement of changes inequity or

    in the notes:

    i. capital transactions with equity holders and showing separately distribution to

    equity owners

    ii. opening and closing balance of retained profit at the end of the period and the

    changes for the period, and

    iv. opening and closing balance of each class of equity capital, share premium

    and each reserve and separately disclosing the changes during the periods.

    8.2 Financial Reporting Standard 132 : Financial Instruments: Disclosure and

    Presentation

    The objective of FRS 132 financial instruments: Disclosure and Presentation is to

    enhance financial statement users understanding of the significance of on-balance-sheet

    and off-balance sheet financial instruments to an enterprises financial position,

    performance and cash flows.

    8.2.1 Financial Instrument

    An equity instrument is any contract that evidences a residual interest in the assets of

    an enterprise after deducting all of its liabilities. Examples of equity instrument are

    ordinary share, preference shares, share options and warrants.

  • 8/14/2019 Report on Equity

    24/25

    8.2.2 Presentation of liabilities and equity

    The issuer of a financial instrument shall classify the instrument, or its component parts, on

    initial recognition as a financial liability, a financial asset or an equity instrument in

    accordance with the substance of the contractual arrangement and the definitions of a

    financial liability, a financial asset and an equity instrument.

    For instance, preference share that are redeemable for a fixed amount at a fixed future date

    is a financial liability and not an equity. A financial instrument that gives the holder the right

    to return to the issuer for cash or another financial asset ( a puttable instrument) is a

    financial liability.

    FRS state that the financial instrument is an equity instrument if, and only if, both

    conditions

    ( a) and (b) below are met,

    (a) The instrument included no contractual obligation:

    i to deliver cash or another financial asset to another enterprise ;or

    ii. to exchange financial assets or financial liabilities with another entity under conditions

    that are potentially unfavourable to the issue.

    (b) If the instrument will or may be settled in the issuers own equity instruments, it is:

    i. a non- derivative that includes no contractual obligation for the issuer to deliver a

    variable number of its own equity instruments; or

    ii. a derivative that will be settled only by the issuer exchanging a fixed amount of

    cash or another financial asset for a fixed number of its own equity instruments.

    For this purpose the issuers own equity instrument do not include instrument that

    are themselves contracts for the future receipt or delivery of the issuers own

    equity instrument.

    In other words, if the obligations to deliver cash or other financial asset or exchange

    financial instruments on potentially unfavourable terms do not exist, then the financial

  • 8/14/2019 Report on Equity

    25/25

    instrument is an equity instrument. Issuer do not have a contractual obligation to

    distribute dividends. Hence, instruments that entitle holders to such dividend are equities.

    8.2.3 Compound Financial Instrument

    Compound financial instrument or hybrid instruments are classified by the issuer

    according to substance of contractual arrangement and the definitions of a financial

    liability and equity instrument Their components are classified separately as financial

    liabilities, financial assets or equity instruments.

    For example, a bond that grants an option to the holder to convert it into a fixed number

    of ordinary shares is a compound instrument and it comprises two components,

    a. a financial liability( a contractual agreement to deliver cash or other financial asset);

    and

    b. an equity instrument ( an option to convert into ordinary shares)

    8.2.4 Treasury share

    The cost of an entitys own equity instruments that it has reacquired is deducted from

    equity. Gain or loss is not recognised on the purchase, sale, issue, or cancellation of

    treasury shares.

    8.2.5. Interest, dividends, gains and losses

    Distributions (such as dividends) to holders of a financial instrument classified as equity

    should be charged directly against equity, not earnings.