Professional Documents
Culture Documents
Backdrop
Three Routes to Overseas Capital in India
1. Foreign Equity Participation
a. Direct Investment
i.
FDI
ii.
GDRs/ADRs
b. Indirect Investment: FIIs/Portfolio Funds
2. Debt Route:
External Commercial Borrowings (ECBs)
3.Hybrid Route:
Foreign Currency Convertible Bonds (FCCBs)
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Domestic Market
International Market
Equity Share
Preference Share
Private Placement
Syndicate Loan
Convertible Debenture
Rights Issue
Bonus Share
Preferential Allotment
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GDRs (Equity)
ADRs (Equity)
FDIs/FIIs
ECBs (Debt)
FCCBs (Hybrid)
Hedge Funds
Venture Capital
Private Equity
Introduction
Globalisation.. goods/services/capital
Companies, tapping international markets,
enhance their global presence and raise
capital abroad.
Mechanism of cross-border investment-flows
through ADRs/GDRs & ECBs/FCCBs is reengineered.
Investors- geographic diversification to their
portfolios, investing in international securities.
Global exposure to portfolios offer the
cushion.
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Introduction..
Investors demand for DRs is growing faster:
During 1990 and 2001,the volume of ADRs
trading increased exponentially
$75bn to
$1185bn and $4,365bn in 2008 and (2.79 trillion
2012)
ADR/GDRs
J.P. Morgan-the first DR program in 1927.
A negotiable certificate that represents a nonU.S. companys publicly traded equity.
US $ denominated
Structure of DR Programme
ISSUER COMPANY
From INDIA
Dividend
In INR
Foreign
Capital
Underlying
Equity Shares
CUSTODIAN
(Local Bank in Mumbai)
DEPOSITARY BANK
Foreign
Listing
Clearing House
Euroclear / Cedel
Depositary Trust Co.
Foreign Investors
US/UK Citizen
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ADRs/GDRs
Issued by depositories, mostly International
Banks.
Companies - Depository - Intl. Investors.
Each GDR/ADR entitles the owner a specific no.
of underlying shares.
Issuing Companies pays dividend in Rs.,
Depository converts it to $ and distributes to Intl.
Investors.
GDR/ADR holders have Rights to Dividend, to
Subscribe new shares, to Bonus, Voting Rights
Under the depositarys agreement, a Depositary would, Not to vote
the shares at all, or/and Vote the shares with the majority of the rest
of the shareholders.
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Particulars
Unsponsored
Sponsored
Level-I
Level-II
Level-III
GDRs
Description
Not sponsored
by the issuer
Unlisted
programme
in the US
Listed on the
US
exchanges
Shares
offered and
listed on the
US
exchanges
Private
placement to
qualified
institutional
investors (QIB)
in the US market
Global offering of
securities outside
issuers home
country
Purpose
Broaden the
share-holder
base with the
existing shares
Broaden the
shareholder
base with the
existing
shares
Broaden the
shareholder
base with the
existing
shares
Raising the
capital with
fresh issue
of shares
Raising the
capital with
fresh issue of
shares
Raising the
capital with fresh
issue of shares
Trading
OTC
US OTC
market
AMEX, NYSE,
NASDAQ
AMEX,
NYSE,
NASDAQ
US private
placement
market -PORTAL
US exchanges
and non US
exchanges
SEC
registration
Register under
Form F-6
Register
under Form
F-6
Register
under Form
F-6
Register
under
Forms F-1
and F-6
None
Varies depending
on structure of
US offering
US reporting
requirements
Exempt under
Rule 12g3-2(b)
Exempt
under Rule
12g3-2(b)
Form 20-F*
Form 20-F*
Exempt under
Rule 12g3-2(b)
Varies depending
on structure of
US offering
Entry Alternatives
There are five alternative ways to enter US
Securities Market: a)
b)
Private placements;
c)
d)
e)
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10
11
12
13
3/12/2014
14
2287
396
2130
404
2060
428
1984
1912
485
1858
498
1817
504
1847
537
563
520
501
478
500
1791
1729
1681
1527
1000
570
1500
458
Number
2000
1460
2500
1819
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2013
Year
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US Listed DRs
16
Factors
International investors look for companies, which
have the strength on following forms:
Operations
in
industries
with
good
prospects.
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17
Factors..
ADR returns are affected by respective home market
factors rather than by US market movements.
18
Sponsored ADRs
A sponsored American Depositary Share
(ADS) is a mechanism to convert the
existing equity shares listed in India, into
ADS for trading in US market, and realize
the proceeds net of issue expenses.
Companies do not issue new shares.
December 2002, RBI allowed Indian companies
to offer their domestic investors, an option of
converting their domestic share into ADRs that
is listed on the LSE, LxSE, and NYSE etc.
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19
Sponsored ADRs..
Infosys was the first Indian company to take
advantage of the changed procedure and went
to offer more shares to its overseas investors
without actually issuing fresh shares.
On February 18, 2005, Infosys ADR was
trading on NASDAQ at $72.8. Simultaneously,
in India, available at Rs 2,174. Given an
exchange rate of Rs. 43.8 per dollar, the ADR
should have quoted $50 approximately to
eliminate arbitrage.
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Fungibility
Interchangeability of any security with in a class prespecified with.
21
Fungibility
In two-way Fungibility, investors (foreign
institutional or domestic) in any company that
had issued ADRs/GDRs can freely convert the
ADRs/GDRs into underlying domestic shares
and reconvert the domestic shares further into
ADRs/GDRs, depending on the market
movement and the direction of price change.
22
2.
$294 million
3.
$ 1.1 billion
4.
$ 1.6 billion
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23
24
2002
2003
2004
2005
2006
2007
2013
Promoters
28.72
28.42
26.50
21.76
19.50
16.54
16.04
Non-promoters
71.28
71.58
73.48
78.24
80.50
73.35
73.96
Institutional
Investors
FIs/Bank
FIIs
9.41
36.59
9.26
39.18
6.77
41.82
4.75
42.87
6.44
37.91
6.27
32.55
17.51
40.52
Others
Indian Public
12.51
10.59
9.02
19.00
15.49
21.83
11.17
3.20
3.26
7.94
8.04
13.95
19.11 12.34
9.57
9.29
7.95
1.95
6.71
100.0
100.00
0
100.00
100.00
100.00
100.00 100.00
40.44
50.46
52.54
56.35
55.36
ADSs
Rest
Total
Total
Foreign
Share holding
43.45
3.70
2.42
55.28
ADSs held in the name of Bankers Trust Company, Depositary to the Companys Sponsored ADR offering.
Source: Infosys Report, 2005-06, 2012-13
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25
Price (INR)
20000
15000
10000
5000
0
ADS Price
28/0 31/0 30/0 31/0 31/0 29/0 31/1 30/1 29/1 31/0 28/0 30/0
4
5
6
7
8
9
0
1
2
1
2
3
140
120
100
80
60
40
20
0
% Premium
1771 1367 1582 1192 1427 1214 1283 1123 8614 1121 8582 6099
NSE Share Price 8122 6999 8310 6761 8327 7361 7133 7184 5694 6793 6242 4084
% Premium
65
Months 2000-01
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26
8.00%
3,000
6.00%
4.00%
2,000
2.00%
1,500
Premium in %
Price in INR
2,500
0.00%
1,000
-2.00%
500
0
ADR
Equity
Premium
Apr-12
3,028
May-12
2670
Jun-12
2506
Jul-12
2563
Aug-12
2423
Sep-12
2575
Oct-12
2672
Nov-12
2424
Dec-12
2422
Jan-13
2822
Feb-13
2968
Mar-13
2989
2855
2484
2520
2501
2472
2633
2609
2469
2436
2815
2960
3005
6.41%
7.49%
-0.56%
2.48%
-1.98%
-2.20%
2.41%
-1.82%
-0.57%
0.25%
0.27%
-0.53%
-4.00%
2012-13
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27
Infosys
During 2012-13, Infosys Ltd ( Infosys
Tech. Ltd.) shifted from NASDAQ to
NYSE, LSE and Paris Stock Exchange.
The delisting and listing is made to
leverage the NYSE Euro Next
partnership which are closer to Infosyss
investors, clients and employees.
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28
Outcome
29
FCCBs
A hybrid bond, quasi-debt instrument with an
attached call option, issued to foreign investors
in foreign currency at a spread-over Libor,
convertible into equity shares, either in whole/
part, at the option of the investor, at the
specified strike rate, either on maturity or from
a date.
London Inter-Bank Offered Rate (LIBOR) is a rate at which a
fellow London bank can borrow money from other banks. Rate
calculations incorporate variables such as time, maturity and
currency rates. There are hundreds of LIBOR rates reported each
month in numerous currencies. 6 Month LIBOR is the LIBOR for a
six month deposit in U.S. Dollars.
30
Features:
FCCBs provide low cost funds,
As an alternative to straight ECB to sweeten
debt by adding a conversion privilege that
lowers the coupon rate, even issued at Zero
coupon.
paying YTM of around -1.0 to 4.5% on
five-year convertible bonds, if not
converted into shares.
FCCBs have the call and put options,
FCCBs leads to Price discovery, as an
alternative to common stock when the market
undervalues equity.
31
Advantage to Issuers..
FCCBs facilitate debt swap. Tata Motors, Interest costs
declined by 47%
Prospect of getting a higher conversion premium in
rising market
No interest outgo rather earn interest income till the
FCCBs Proceeds is spent. (US Fed rate moved up from
1.0% during Jan-June 2004, to 2.50% in 2005.)
Upside investment in equity, and debt element protects
the downside.
A investment destination for global investors to
diversify portfolio, in rising stock market.
Market index is on slope, FCCBs a choice and on slide
non- conversion a choice.
32
Year
Amount in US $ Million
Number of Issue
1992
--
1993
550
1994
533.75
1995
--
1996
337.31
1997
175
1998
--
1999
26.5
2000
--
2001
--
2002
126.6
2003
212
2004
2362.88
23
2005
3731.57
54
34
Dec-06
Nov-06
13786.91
13696.31
12961.9
12454.42
11699.05
10743.88
10609.25
10398.61
11851.93
11279.96
14000
Oct-06
Sep-06
Aug-06
Jul-06
Jun-06
May-06
Apr-06
Mar-06
12000
10370.24
9919.89
10000
Feb-06
Jan-06
Price
16000
8000
6000
4000
2000
Months
35
Dec-07
Nov-07
20286.99
19363.19
19837.99
17291.1
15318.6
15550.99
14650.51
14544.46
13872.37
13072.1
20000
Oct-07
Sep-07
Aug-07
Jul-07
Jun-07
May-07
Apr-07
Mar-07
10000
12938.09
14090.92
15000
Feb-07
Jan-07
Price
25000
5000
Months
36
Months
37
Aug-09
Jul-09
Jun-09
May-09
Apr-09
Mar-09
Feb-09
Jan-09
Dec-08
8000
14564.53
14355.75
12860.43
15240.83
15670.31
14493.84
14625.25
11403.25
9708.5
8891.61
9424.24
9647.31
9092.72
9788.06
10000
Nov-08
Oct-08
Sep-08
Aug-08
16415.57
17287.31
13461.6
12000
Jul-08
Jun-08
May-08
17578.72
15644.44
14000
Apr-08
Mar-08
16000
17648.71
18000
Feb-08
Jan-08
Price
20000
6000
4000
2000
39
40
Tata Motors
2nd issue of $400 million, 2004, over-subscribed ten
times and received investor interest to the extent of $ 4
billion. The offer was innovative and had dual-tranche
bull-bear structure.
First ever multi-tranche convertible offering by an
Indian company; with the first tranche being ever
negative yield structure (an aggressive yield structure)
and the second tranche achieving longest tenure of
seven years with the highest conversion premium of
60%.
TML
42
Tata Motors
1. Outcome: with large cash accrual of Rs 8,747 million
in 2003-04 had helped to pre-pay a substantial part of
its outstanding debt.
2. TMLs earlier US $100 million FCCB issue was
converted well, helped the company, to improve its
capital structure. (equity had diluted from 319.9 million
shares in financial year 2003 to 371.1 mn in 2004). Tata
Motors share had gained more than 210% during 200304.
3. Capital cost declined by 47% largely due to swapping
(to retire high cost debt) its high costs debt with fresh
funds from FCCB issues. Profit after Tax (PAT)
increases, largely due to higher savings in interest
costs, more than expectation.
43
44
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48
49
50
ECBs Policy
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51
52
All-in-cost ceiling
-Interest Rate Ceilings: All-in-cost ceiling over 6month LIBOR
1. 6 month LIBOR+ 200 bps for 3-5 yrs.
2. 6 month LIBOR+ 350 bps for > 5 yrs.
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54
55
End-Use Restriction:
Utilization of ECB proceeds is not permitted for
on-lending or investment in capital market or
acquiring a company (or a part thereof) in India
by a corporate,
in real estates,
for working capital,
general corporate purpose and
repayment of existing Rupee loans.
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57
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58
ECB Policy:
1.
2.
3.
4.
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59
60
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62