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WEALTH PLANNING AND
   MANAGEMENT

            • LECTURE 10
      • TOPIC 5: INVESTMENT IN
             SECURITIES


                                 1
CONTENTS
•   Introduction
•   Types of Securities
•   Price Determination
•   Risk Elements
•   Related Theories
•   Laws Relating to Securities
•   Questions for Revision
                                  2
INTRODUCTION
• Securities are financial assets that are traded in the
  capital markets. Since the fluctuations in securities
  prices can be very volatile it is very attractive for people
  with surplus funds to buy and sell them hoping to get
  dividends and/or capital gains within a short time
• Issuers of securities on the other hand use their
  securities to raise funds for future expansion of their
  business. Governments too issue securities to raise
  funds for development projects.


                                                      3
The Islamic Equities Market
• Going by the Shariah, equity financing would be the
  preferred financing/investing technique.
• Equity financing has no fixity of return.
• Returns that are tied to the earnings of the
  underlying business.
• A risk-profile not detached from that of the business.
• Thus, equity financing is very much profit and loss
  sharing with all the business risks thrown in.
• Investment in a stock resembles the provision
  of Mudarabah financing.
The Islamic Equities Market
• However, not all stocks listed in an exchange may be
  acceptable from a shariah viewpoint.

• The need for a shariah evaluation of stocks and the
  identification of shariah compliant stock has led to the
  development of shariah filters, shariah indices, shariah
  compliant ETFs (Exchange Traded Funds) and an entire
  industry of Islamic Mutual Funds.


• All these have meant that there is an Islamic Equities Market
  operating in parallel with the conventional equity market.
Components of an Islamic Equities Market


• What would constitute an Islamic Equities
  Market?
  – Stocks would be the basic component.
  – Islamic ETFs (Exchange Trade Funds)
  – Islamic REITs (Real Estate Investment Trusts)
  – Islamic Mutual Funds
  – Others like Islamic Private Equity Funds, Islamic
    Structured Products etc.
7
TYPES OF SECURITIES

• There are two main types of securities
  namely:
  – Equity instruments
  – Debt instruments
• The third type which is increasingly
  becoming popular is
  – The hybrids. Hybrids are those that have the
    characteristics of both equity and debt.

                                              8
TYPES OF SECURITIES

• Difference between debt and equity:
  – In terms of claims
  – In terms of time
• Debt or borrowing is fixed in time i.e. it is
  terminal or has maturity and therefore is
  fixed in claim. This means that debt must be
  paid in full upon maturity. Once it matures
  the firm must pay the creditors the principle
  plus interest.
                                          9
TYPES OF SECURITIES

• Equity gives ownership to the holders. The
  holders own the firm less the firm’s
  obligations. i.e. equity is residual in claim.
  Whatever the firm makes belongs to the
  equity holders less its obligations.
• Secondly equity being ownership is not
  terminal and does not have a fixed maturity.
  It is perpetual.
                                           10
TYPES OF SECURITIES

• The most common equity instrument is the
  common stock. As long as the stockholder
  has the shares he has a residual claim on the
  firm.
• The most common debt instrument is the
  bond. Generally bonds would provide
  holders a fixed annual or semi-annual interest
  payments (coupon payments) and full
  repayment of principal at maturity.
                                         11
TYPES OF SECURITIES

• Equity instruments – common stocks
  – Equity instruments represent ownership in the
    company. A public listed company is jointly
    owned by its shareholders.
  – All public listed companies are limited liability
    corporations. The shareholders liability is up to
    his investment. Since the corporation is a
    separate legal entity the shareholder is
    responsible for any losses up to his total
    investment.
                                               12
TYPES OF SECURITIES

– As investors, shareholders have certain rights:
   • Right to residual value of the firm
   • Right to the portions of dividends if announced
   • Right to vote in the AGM.
– Since dividend yield is low, shareholders have
  the chance to earn capital gain




                                                  13
TYPES OF SECURITIES

• Some basic definitions of Common Stocks:
  – Authorised capital
  – Issued (paid up) capital
  – Par Value
  – Treasury stocks (usually bought for senior
    management)
  – Book Value per Share = Common Stockholders
    Equity / No. of Shares Outstanding

                                         14
TYPES OF SECURITIES

– Market Value of Firm = Market Price of Share X No. of Shares
  Outstanding
– Rights issue: sale of additional stock to existing shareholders
  usually to present shareholders at a slight discount
– Bonus issue: issue of additional stocks to existing shareholders
  for free
– Stock Dividends: where dividends are paid in terms of stocks
  rather than cash
– Earnings per share or EPS: is a key indicator used by
  shareholders and market participants
– P/E ratio or Price Earnings ratio: price per share divided by
  earnings per share

                                                        15
Initial Public Offering (IPO)

• Initial Public Offering (IPO) Process is one
  when companies intend to sell stocks to the
  investing public
  – Must get approval from Securities Commission
    to become a public listed company and have its
    shares listed in the Stock Exchange
  – To get the approval the firm must have
     • Good track record of earnings
     • Good management
     • Fulfil basic statutory requirements
                                             16
Initial Public Offering (IPO)

• After getting approval the firm will appoint a merchant
  bank to prepare for the IPO
• The initial issue price is determined by merchant bank
  based on the company’s financial health and track
  record, market conditions; investor sentiments etc.
• Post-listing prices are determined by market conditions
• IPO market is considered as Primary market but once
  listed it is traded in the Secondary market. This is
  because the IPO is normally offered to shareholders,
  corporations, etc. before it goes public through the stock
  market
                                                   17
Screening of Stocks for Shariah Compliance

• Malaysia was the first Muslim country with a conventional
  stock market to have come up with a formal evaluation for
  shariah compliant stocks and a shariah stock index.

• Following this in 1999, Dow-Jones, the US based publisher of
  the Wall Street Journal and financial information provider,
  designed the Dow-Jones Islamic World Market Index
  (DJIWM).The DJIWM is a global index of shariah compliant
  stocks.
• In determining whether a stock is a shariah compliant a
  screening procedure is used.
Shariah Screening of Stocks in Malaysia

• Shariah screening of listed stocks in Malaysia are based on
  parameters established by the Securities Commissions’,
  Shariah Advisory Council (SAC).
• The SAC was established by the Securities Commission (SC) in
  1996.
• The SAC’s screening process as with the DJIWM begins with
  looks at two broad categories:


   – i) The line of business or core business of the underlying
     company.
   – ii) The company’s finances.
Stock Screening Process

• Halal Stocks and Shariah Index
  – Security Commission is responsible for
    determining the Shariah compliant stocks and the
    Shariah Index through its very own Shariah
    Advisory Council (SAC)
  – In principle the first level of screening is to focus
    on core business. Companies whose core
    businesses are Shariah compliant will form the
    universe.

                                                 20
Shariah Screening of Stocks in Malaysia
Stock Screening Process

– Securities excluded are those involved in
   • Financial services based on riba;
   • Gambling and gaming
   • Manufacture or sale of non-halal products or related products;
   • Conventional insurance
   • Entertainment activities that are not permissible by Shariah
   • Manufacture or sale of tobacco-based products or related
     products;
   • Stock broking or share-trading in Shariah non-compliant
     securities;
   • Other activities deemed non-permissible by Shariah



                                                         22
Stock Screening Process

• The SAC also considers amount of interest
  income received by the company from
  conventional fixed deposits or other interest
  bearing financial instrument. In Addition
  dividends received from investment in
  shariah non-compliant securities are also
  considered in the analysis.


                                          23
Stock Screening Process

• For companies with activities comprising both
  permissible and non-permissible elements the SAC uses
  two other criteria:
   – The public perception or image of the company
   – The core activities of the company are important and
     considered maslahah (beneficial) and the non-permissible
     element is very small and involves matters such as umum
     balwah (common plight and difficult to avoid); ‘uruf (custom)
     and the rights of non-Muslim community which are accepted
     by Islam


                                                         24
Shariah Screening of Stocks in Malaysia

• While the above criteria are all subjective, in order to translate these
  subjective criteria into actionable filters, the SAC uses a two phase
  analysis/screening procedure. These being;

    – Phase One            :Quantitative Method
    – Phase Two            :Qualitative Method

• Phase One: Quantitative Method
   – In phase one, the objective is to compute the percentage contribution
     of non permissible activities to the company’s income and profit before
     tax. The income and profit before tax would be for the latest fiscal year
     as shown in the company’s Profit & Loss or Income Statement.
Shariah Screening of Stocks in Malaysia

 The computation of percentage is carried out as follows:
   Step 1           : Determine the earnings (Total Income/Revenue) and     Profit
     before tax of the company.
   Step 2           : Identify and measure the income/earnings and profit
     before tax from the non permissible activities.
   Step 3            : Determine the percentages as follows:


       (i) Earnings from non-halal activities X 100
             Total Earnings of Firm

      (ii) PBT from non-halal activities X 100
               PBT all activities of firm



    Step 4: Compare the percentage earnings and PBT with the two
     threshold level marks.
                (see below)
Stock Screening Process

• To determine the tolerable level or
  benchmark of mixed contributions from
  permissible and non-permissible activities,
  the SAC came out with four levels:
  – 5% benchmark – when the non-permissible are
    clearly prohibited (riba; gambling; liquor; pork)
  – 10% benchmark – involve element of umum
    balwah prohibited element affecting most people
    and difficult to avoid
                                              27
Stock Screening Process

– 20% benchmark – mixed rental payment from
  Shariah non-compliant activities such as rental
  from premises used for gambling; sale of liquor
  etc
– 25% benchmark – activities that are generally
  permissible and beneficial (maslahah) but
  contains elements that may affect the Shariah
  status of these activities. Among these activities
  are hotel and resort; share trading; stock broking
  and others
                                             28
Shariah Screening of Stocks in Malaysia

Phase Two: Qualitative Method


 The qualitative method is essentially used on a case-by-case
  method. Again this is applicable for situations where the core
  activity of the company has importance and maslahah (benefit
  in general) to the ummah but includes a small element that
  may be haram. The non permissible activity could also be
  driven by custom or involve the rights of non-muslims. In
  analyzing such companies on a case-by-case basis, the SAC
  allows for threshold levels anywhere from 10% to 25%.
Shariah Screening of Stocks in Malaysia



 Since businesses are dynamic and conditions change rapidly,
  a company that passes the threshold at a point in time may
  exceed it at a future date. For example, a manufacturer of
  home appliances may have interest earnings below 5%
  currently but could exceed it at a later point. The opposite
  situation may also be possible. Thus, the SAC reviews the list
  periodically. An updated list is issued every 6 months.
  Currently about 85% of the listed stocks in Malaysia are
  deemed shariah compliant, based on the SAC criteria.
Shariah Compliant Listing
•   For companies with mixed contribution from Shariah permissible and
    non-permissible activities, they are deemed Shariah-compliant should
    the following thresholds are complied with:

     – Income from activities which are clearly prohibited (like conventional
       financial business, insurance, gambling, pork and alcohol is less than 5% of
       total turnover (TO) and profit before tax (PBT);


     – Mixed rental income from Shariah non-compliant activities (like rental
       payments from premises used in gambling, sale of liquor) is less than 20% of
       total TO and PBT

     – Interest income from fixed deposits and income from tobacco business is
       less than 10% of total TO and PBT;

     – Income from hotel and resort business, share trading and stock broking of
       Shariah non-compliant stocks is less than 25% of total TO and PBT.
Stock Screening for the Dow Jones Islamic Index

• The stock screening procedure used by Dow Jones for its Islamic Index is
  more elaborate and tighter than that of Malaysia’s SAC. As is the case
  with the Malaysian criteria, there are two broad categories, the nature of
  the business and financial aspects.

• The Dow Jones criteria involves both financial statements, especially the
  Balance Sheet.

• Dow Jones begins with an initial step that involves eliminating stocks of all
  companies involved in an exhaustive list of activities. These are industries
   related to alcohol, liquor, pork related, conventional financial services (banking,
   insurance, merchant banking etc), hotels, entertainment (including cinema, music
   etc), tobacco, defense, weapons manufacturing etc. While this first step is
   qualitative, the second step involves the quantitative analysis of the
   firm’s financial ratios.
Stock Screening for the Dow Jones Islamic Index
 This numerical analysis is really aimed at two things,
   identify firms with “excessive” leverage in the capital structure and;
   identify firms with unacceptable levels of interest income. This is generally
     done by applying the following three key ratios.

(i) Debt to Trailing Twelve Month Average Market Capitalization
    Debt to TTMAMC

   Computed as: =
                     Total Interest Bearing Debt          X 100
                     12 months Average Market
                                 Cap
   Threshold: 33%

 Thus, any firm with a Debt to TTMAMC exceeding 33% will be excluded. The
 rationale being that such a firm is paying a substantial portion of its earning
 as interest on its debts.
Stock Screening for the Dow Jones Islamic Index
• (ii) Liquid Assets to TTMAMC
   computed as: =
                        Cash deposits + Marketable Securities + Interest       X 100
                                      Bearing Instruments
                                            TTMAMC

   Threshold: 33%


• (iii) Receivables to TTMAMC

  computed as : =            Recievables +Trade Notes + Other receivables
                                                                               X 100
                                              TTMAMC
   Threshold: 33%
These latter two ratios are intended to capture the extent of interest earned by the
firm from its liquid assets and its receivables. It is common practice in developed
markets such as the US, for firms to charge an interest on all trade receivables
outstanding beyond a certain period.
Comparison of Stock Screening Techniques
• Though the philosophy and intended objective is the same, a comparison
  of the stock screening techniques of the Dow Jones Islamic Index (DJII)
  with that of the Malaysian SAC pints to obvious differences. The two key
  differences are;



    – The tolerance for mixed businesses by the SAC.
    – The more stringent use of Balance Sheet based
      financial ratios by Dow Jones.

• Malaysia’s SAC also does not evaluate a firm’s Balance Sheet. Thus, the
  firm’s capital structure and the extent of its financial leverage is not a
  consideration.
Comparison of Stock Screening Techniques

• Since the SACs criteria is Malaysia specific, using a stringent filter will
  result in a smaller group of eligible stocks and therefore a much narrower
  investible spectrum for Muslim investors in Malaysia.
• One might ask, what is wrong with having a smaller but ‘purer’ group of
  investible stocks?
• There are several problems with this:
    – From a portfolio theory viewpoint, a smaller investible group of stocks restricts
      diversification and limits the benefits of diversification.
    – One cannot form efficient portfolios or superior risk-return portfolios if the
      group of investible stocks is restricted.
    – By implication one cannot be on the ‘optimal’ efficient frontier or get close to
      such a frontier.

• As with everything else in economics, there is a trade off. The cost may be
  less efficient portfolios.


                                                               36
Stock Screening Process

• Shariah compliant securities which are
  subsequently considered Shariah non-
  compliant:
  – If the price of the securities is more than its cost:
    must sell immediately. If not the proceeds should
    go to charity
  – If the price is lower than cost: then wait until the
    price is equal to cost and then sell. If dividends
    are declared during the holding period the
    dividend may be accepted
                                                 37
Debt Instruments (bonds)

• Debt Instruments – are normally called bonds
  which are promissory notes that are traded in
  the market
• Bonds are categorised by the issuer; tenor;
  coupon type
• By issuer: government or corporate



                                        38
Debt Instruments (bonds)

   ISSUER                  TENOR
               Long term       Short term

Government     Govt Bond      Treasury bills



Corporations   Corp Bond    Commercial papers



                                          39
Debt Instruments (bonds)

• Bonds also differ by coupon type
  – Coupon bonds pay periodic interest based on
    coupons
  – Zero coupon bonds pay no interest on maturity
    but only the face value. The purchaser will buy at
    discount.
  – Interest can be fixed or floating. Floating
    interests are determined in reference to say
    KLIBOR + x%. If KLIBOR is 10% and x is 2
    then for a bond of RM1000 the interest is RM120
                                              40
BONDS – Some basic definitions

• Par Value
• Coupon rate
• Sinking fund – amount paid by issuer periodically to
  equal redemption amount
• Coupon yield
• Yield-to-maturity – total returns of bond
• Duration of the bond
• Unsecured bond
• Collateralized bond
• Speculative grade – lower quality bond

                                                 41
Different types of bonds

• Callable bond – callable by issuer at a
  predetermined price before maturity. Investor
  is normally paid higher than straight bonds
• Convertible bond – allows holder to redeem
  at face value or convert it to a predetermined
  number of stocks



                                         42
Islamic Debt Securities

• Islamic Interbank Money markets (IIMM) was
  established in 1994. This is to allow Islamic banks to
  manage their liquidity and price discovery. Several new
  instruments were introduced
   –   Mudharabah Interbank Investment (MII)
   –   Islamic Accepted Bills (IABs)
   –   Negotiable Islamic Debt Certificates (NIDC)
   –   Bank Negara Negotiable Notes (GII) and
   –   Other Islamic short term Private Debt Securities



                                                          43
Key Islamic Money Market Instruments
  i) Government Investment Issue (GII)
  • To meet the need for a liquidity management instrument that is also
      shariah compliant, the Malaysian Parliament passed the Government
      Investment Act in 1983. This act, enabled the Malaysian government to
      issue a non-interest bearing money market instrument, known as
      Government Investment Certificates (GIC) {now replaced with
      Government Investment Issues (GII)}. The GII was introduced in July
      1983 under the concept of Qard al- Hasan.

  •   Since a Qard al- Hasan, based instrument would not have a
      predetermined fixed “face value” at maturity, it would not be suited for
      secondary market trading . Thus, beginning with a 15 June 2001, issue,
      GII’s are now issued under a new concept of of Bai Al-Inah. This, added
      depth and liquidity to the IIMM as the GII is now tradable in the
      secondary market via the concept of Bay ad- Dayn (debt trading).
ii) Bank Negara Negotiable Notes (BNNN)

•   Bank Negara Negotiable Notes (BNNN) are a short-term, money
    market instrument issued by BNM. The underlying contract is that of
    Bai Al Inah. First introduced to the IIMM on 29 November 2000, It is
    now popularly traded in the secondary market. The price of the
    BNNN is determined on a discounted basis. Tenor is typically up to
    one year. The BNNN is designed as a liquidity management tool .
ii) Cagamas Mudharabah Bonds (Sukuk Mudarabah
                        Cagamas)




•   The Cagamas Mudharabah Bond, was introduced in March 1994 by
    Cagamas Berhad, the National Mortgage Corporation, to finance the
    purchase of Islamic housing debts from financial institutions. As the
    name suggests, the bond is structured using the concept of
    Mudharabah. Bondholders and Cagamas will share the profits
    accrued according to the predetermined profit-sharing ratios.
iv) Islamic Accepted Bills (IAB)



•   The Islamic Accepted Bill (IAB), was introduced in 1991. The objective
    was to provide a shariah compliant instrument to conventional BAs,
    particularly for trade financing . The IAB is formulated on the Islamic
    principles of Al-Murabahah (deferred lump-sum sale or cost-plus). The
    secondary market trading of the instrument is based on Bai ad-Dayn
    (debt-trading).

•   Murabahah is based on a cost-plus profit margin or mark up agreed to
    by both parties. Bai Al-Dayn refers to the sale of a debt arising from a
    trade transaction in the form of a deferred payment sale.
Islamic Debt Securities (Sukuk)

• Sukuk is a long term IDS whose underlying
  contractual framework could be a BBA;
  Murabahah; Istisna (purchase of
  manufactured products on order) or Ijarah
  (leasing). BBA is most popular and known as
  BAIDS but not popular among Middle East
  Shariah scholars
• The ijarah sukuk are more acceptable
  globally.
                                       48
Type of Sukuk, Characteristics, and Underlying Contracts
     Type of Sukuk                Characteristics             Underlying Contract
Pure Ijarah Sukuk            •    Issued on stand-alone assets identified on Ijara
                                  the balance sheet.
                              • The rental rates of returns on these Sukuk
                                  can be both fixed and floating.
Hybrid/Pooled Sukuk            • The underlying pool of assets can           Istisna’, Murabahah
                                   comprise of Istisna’, Murabahah           receivables and Ijarah.
                                   receivables as well as Ijarah
                               • The return on these certificates can only
                                   be a pre-determined fixed rate of return.
Variable Rate Redeemable       • Redeemable in nature.                       Musharakah
Sukuk or Musharakah Term       • Has relatively stable rate as compared to
Finance Certificates               dividend payouts.
(MTFCs)                        • The floating rate of return on these
                                   certificates would not depend on
                                   benchmarking with market references
                                   such as LIBOR but would instead be
                                   contingent on the firm’s balance sheet
                                   actualities.
Zero-coupon non-tradable       • The primary asset pools to be generated     Istisna’
Sukuk                              would be of the nature warranted by
                                   Istisna and installment purchase/sale
                                   contracts that would create debt
                                   obligations.
                               • Non-tradable
Embedded Sukuk                 • These could be Sukuk whether zero-          pure-Ijara or hybrid
                                   coupon, pure-Ijara or hybrid.
                               • Has embedded option to convert into
                                   other asset forms depending on specified
                                   conditions.
Source: summarized from Tariq, 2004. Managing Financial Risks of Sukuk Structures.A dissertation       at
Loughborough University, UK.
Typical Sukuk Structure

    COMPANY
                  4                 1
                                           I
         Periodic payment         SUKUK    N
A                                          V
S        3                          $      E
                            SPV
S                                          S
E                                          T
T                                          O
                            2
                                    4      R
                                           S

VENDOR/MANUFACTURER


                                          50
In order to have the required underlying sale/purchase of Islamic financing
modes, companies issuing sukuks typically have a Special Purpose Vehicle (SPV).
For example, suppose a company wants to finance the use of an asset, it can
do so by means of issuing a Sukuk Al Ijarah. The company would first establish
a bankruptcy remote SPV. The SPV issues the sukuks to investors and uses the
proceeds to buy the asset from the vendor / manufacturer. The SPV then
“leases” the asset to the company in return for periodic lease payments. The
lease payments received from the company are passed thru to investors as
their returns on the sukuk.
Other Sukuk Structures
• The are several different sukuk structures.
• As the underlying contract changes, the structure changes.
• In addition to straight forward “plain vanilla” structures,
  there are increasingly exotic ones.
• The need for exotic sukuk structures arises from the need
  to;
• avoid fixity in income/ cash flows
• the need/ desire for specific cash flows
• to alter risk profiles
Structure of An Asset Backed Securitization of
                     sukuk
                                    2                      Sukuk Sold 3
                                            ABS Sukuk
                 1                                              4
                 Asset              Payment for subscription $
 Mudarib                      SPV                                     Sukuk
 (Originator)                                                       Investors
                Payment $               6   Periodic payments
                     5


                            Trustees


Note: Trustees are the ‘owners’ of the SPV which
undertakes to service the sukuk.
Sukuk Vs Bonds
          Item                 Bond                       Sukuk

Tenor                Short, Medium and Long     Short and Med-Term (≤5
                     Term                       yrs)

Financing Category   Debt                       No debt but ownership of
                                                specific asset and its cash
                                                flows

Underlying           Not necessary, unless      Necessary underlying
                     collateralized             asset, usually tangible
                                                asset

Claim                Fixed in time, and         Ownership claim on
                     amount                     specific asset and its
                                                cash- flows

Pricing              Depends on rating, yield   Use of indicative yields-
                     environment and demand     benchmarked on
                     (book-building)            reference rates

Total Returns        Fixed income               No guarantee in returns
                     (known/predetermined
                     cash flows)

Funding Purpose      Unrestricted               Restricted for use in
                                                Shariah compliant assets,
                                                in a predetermined
                                                manner.
Hybrid Instruments
• Hybrids are instruments that have the
  features of both debt and equity. We shall
  consider four types only:
• Preference shares
• Warrants / Transferable Subscription Rights
  (TSR)
• Call Warrants; and
• Irredeemable Convertible Unsecured Loan
  Stocks
                                        55
Preferred Stocks or
            Preference Shares
• Preferred stock is a true hybrid instrument. It
  has a par value, fixed dividend amounts and
  terminal maturity.
• In US it requires sinking funds which means
  a terminal maturity period
• Dividends on preferred stocks may be missed
  and are not tax deductible

                                          56
Preferred Stocks or
                Preference Shares
• In Malaysia there are other variants
   – Participating Preferred Shares can have higher dividends if
     company does well. Non-participating Preference Shares
     cannot get dividends
   – Further, there are cumulative and non-cumulative Preference
     shares.
   – For Cumulative Preference Shares, missed dividends must be
     made up by cumulating the dividends
   – For Non-cumulative Preference Shares, missed dividends need
     not be made up.


                                                       57
Warrants/Transferable
           Subscription Rights (TSR)
• A warrant or TSR can be thought of as a long dated call
  option on the issuing company’s stock. They are
  typically attached to loan-stocks or bonds issued by a
  company. The idea is to make bonds or stocks more
  attractive and marketable. The warrants/TSRs can be
  detached from the bonds and traded separately in a
  secondary market (stock market)
• A warrant/TSR gives the holder the right but not
  obligation to buy the company’s stock at a
  predetermined market price

                                                 58
Warrants/Transferable
          Subscription Rights (TSR)

• Equity options will not dilute the ownership
  of the share holders but warrants when
  exercised dilutes the ownership. This is
  because when the warrant is exercised the
  company must issue a new stock to the
  warrant holders. This has effect on the price
  of warrants.


                                          59
Call Warrants vs TSR

• Call warrants are call      • TSR issued by company
  options issued usually by
  merchant bank               • Dilutes ownership
• Does not dilute
  ownership
                              • Can be exercised any
• To be exercised on
                                time until maturity
  maturity

                              • Attached to stock and for
• Stand alone and shorter
                                longer period (10 years)
  period (18 months)

                                                 60
Irredeemable Convertible
      Unsecured Loan Stock (ICULS)
• It is a fixed income debt instrument until
  converted into equity at some date or upon
  maturity
• Irredeemable for cash
• Must be converted to underlying stock
• Carry fixed interest coupons payable
  annually or semi-annually
• Unsecured
• ICULS result in full dilution
                                        61
PRICE DETERMINATION

• Many factors influence price of stocks
  – Firm specific factors
  – Industry specific factors
  – Macro-economic factors
  – Investor psychology
  – Sentiments
  – Performance of other regional stock markets
  – International events etc. (Iraq war)

                                            62
PRICE DETERMINATION

•   Dividend Discount Model
•   Zero Growth Model
•   The Constant Growth Model
•   The Accelerated Growth Model




                                   63
DIVIDEND DISCOUNT METHOD (DDM)


DDM is based on the logic that a stock’s price
today should equal the present value of future
dividends that one could get by investing in
the stock.
 e.g. Suppose we buy stock A that gives
dividend of RM2.00 per year. We plan to
hold it for 3 years and expect the price at end
of 3 years to be Rm60.00.
                                        64
DIVIDEND DISCOUNT METHOD (DDM)


 If the required return is 10%, then
        2.00     2.00     2.00     60
  Po =        +        +       +
       (1.10) (1.10) 2 (1.10) 3 (1.10) 3
  Po = 4.97 + 45.08 = 50.05

 Thus, valuing the stock as present value
 of future cash flows:
           n
                dt          Pn
    Po = ∑             +
         t = (1 + K)     (1 + K ) n
                     t
            1




                                            65
DIVIDEND DISCOUNT METHOD (DDM)


  where d t is dividend in year t
        Pn is the expected price in year n
        K is the appropriate discount rate
          or required return on asset
  This example requires us to assume the
  expected price in year 3 (or n) which is
  very difficult.
                                        66
DIVIDEND DISCOUNT METHOD (DDM)


To avoid having to make this assumption,
DDM concentrates on earnings from the stock,
i.e. dividends which comes in three forms :
1. Zero growth
2. Constant growth
3. Accelerated growth

                                     67
DIVIDEND DISCOUNT METHOD (DDM)

 1. Zero growth model
 This model assumes that dividends are the
 same from year to year. Since shares have no
 maturity, the zero growth model is in fact a
 perpetuity with equal cash flow so that




                                          68
DIVIDEND DISCOUNT METHOD (DDM)


               n
                   dt     2.00
         Po = ∑        ⇒          = RM 20
              t =1 K t   (0.10)
   where d t is dividend received at time t and K
  is the discount rate

2. The Constant Growth Model
This model takes into consideration only the dividends again,
but allows constant (same) rate of dividend growth. So in terms
of cash flows the cash flow pattern is as follows:

                                                        69
DIVIDEND DISCOUNT METHOD (DDM)


   The rate of growth g is constant. This means
   that ∆ = g so that d1 = d o (1 + g )1
                       d 2 = d o (1 + g) 2
                       d10 = d o (1 + g)10
              d o (1 + g)1         d o (1 + g) 3
   Hence Po =              + ... +
               (1 + K)  1
                                    (1 + K )3
                            d1
   which becomes Po =            ...Gordon Model
                           K -g

                                                   70
DIVIDEND DISCOUNT METHOD (DDM)


So for a share with next year’s expected
dividend
of RM2.00, g = 5 % and K = 10%
      the dividend is
         2.00    2.00
               =      = 40.00
       10% - 5% 0.05
Here because the dividend is growing each year the price
will also increase each year at a steady rate equal to the
dividend growth rate
                                                71
DIVIDEND DISCOUNT METHOD (DDM)


   So, the expected increase in price is :
         d1     2.00
   Po =      =          = 40.00
        K - g .10 − .05
         d2     2.10
   P1 =      =          = 42.00
        K - g .10 − .05
         d3    2.2050
   P2 =      =          = 44.10
        K - g .10 − .05



                                             72
DIVIDEND DISCOUNT METHOD (DDM)
Note that if K does not change over time the value
of the share increases at the same rate as the dividend
growth. Since price increases gradually over time would the
Investment return depend on how long you hold the stock?
the answer is no. Please read page 195.

For accelerated growth model please read 199




                                                73
RISK ELEMENTS
• Business risk – uncertainty of income flows of firm’s
• Financial risk – uncertainty form methods of financing
• Liquidity risk- uncertainty in secondary market investment
  or thinly traded assets
• Currency risk – exchange rate risk
• Country risk – political risk;
        • tax risk e.g. Pakistan imposed 10% capital gain tax on shares
          held for less than 6 months; 7.5% holding between 6 months
          and 1 year.
•   Bond risks and rating – different risk class and yield curves
•   Default risk – risk of non payment due bankruptcy
•   Interest rate risk – changes in bond prices
•   Inflation risk – loss in purchasing power

                                                                74
LAWS RELATING TO
          SECURITIES
• Banking AND financial Institutions Act 1989
  (BAFIA)
• Securities Commission Act 1993
• Securities Industry Act 1983
• Securities Industries (Central Depositories)
  Act 1991
• Futures Industry Act 1993

                                        75
REVISION QUESTIONS

• Compare and contrast the debt and equity instruments
• What makes securities so attractive that shareholders are
  willing to part with their ownership when they go
  public?
• Identify risk elements inherent in the investment in
  securities
• Explain the stock screening process adopted by the
  Shariah Advisory Council of the Securities Commission
• Explain how an ijarah sukuk is structured


                                                  76
THANK YOU




            77

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Lecture 10

  • 1. WEALTH PLANNING AND MANAGEMENT • LECTURE 10 • TOPIC 5: INVESTMENT IN SECURITIES 1
  • 2. CONTENTS • Introduction • Types of Securities • Price Determination • Risk Elements • Related Theories • Laws Relating to Securities • Questions for Revision 2
  • 3. INTRODUCTION • Securities are financial assets that are traded in the capital markets. Since the fluctuations in securities prices can be very volatile it is very attractive for people with surplus funds to buy and sell them hoping to get dividends and/or capital gains within a short time • Issuers of securities on the other hand use their securities to raise funds for future expansion of their business. Governments too issue securities to raise funds for development projects. 3
  • 4. The Islamic Equities Market • Going by the Shariah, equity financing would be the preferred financing/investing technique. • Equity financing has no fixity of return. • Returns that are tied to the earnings of the underlying business. • A risk-profile not detached from that of the business. • Thus, equity financing is very much profit and loss sharing with all the business risks thrown in. • Investment in a stock resembles the provision of Mudarabah financing.
  • 5. The Islamic Equities Market • However, not all stocks listed in an exchange may be acceptable from a shariah viewpoint. • The need for a shariah evaluation of stocks and the identification of shariah compliant stock has led to the development of shariah filters, shariah indices, shariah compliant ETFs (Exchange Traded Funds) and an entire industry of Islamic Mutual Funds. • All these have meant that there is an Islamic Equities Market operating in parallel with the conventional equity market.
  • 6. Components of an Islamic Equities Market • What would constitute an Islamic Equities Market? – Stocks would be the basic component. – Islamic ETFs (Exchange Trade Funds) – Islamic REITs (Real Estate Investment Trusts) – Islamic Mutual Funds – Others like Islamic Private Equity Funds, Islamic Structured Products etc.
  • 7. 7
  • 8. TYPES OF SECURITIES • There are two main types of securities namely: – Equity instruments – Debt instruments • The third type which is increasingly becoming popular is – The hybrids. Hybrids are those that have the characteristics of both equity and debt. 8
  • 9. TYPES OF SECURITIES • Difference between debt and equity: – In terms of claims – In terms of time • Debt or borrowing is fixed in time i.e. it is terminal or has maturity and therefore is fixed in claim. This means that debt must be paid in full upon maturity. Once it matures the firm must pay the creditors the principle plus interest. 9
  • 10. TYPES OF SECURITIES • Equity gives ownership to the holders. The holders own the firm less the firm’s obligations. i.e. equity is residual in claim. Whatever the firm makes belongs to the equity holders less its obligations. • Secondly equity being ownership is not terminal and does not have a fixed maturity. It is perpetual. 10
  • 11. TYPES OF SECURITIES • The most common equity instrument is the common stock. As long as the stockholder has the shares he has a residual claim on the firm. • The most common debt instrument is the bond. Generally bonds would provide holders a fixed annual or semi-annual interest payments (coupon payments) and full repayment of principal at maturity. 11
  • 12. TYPES OF SECURITIES • Equity instruments – common stocks – Equity instruments represent ownership in the company. A public listed company is jointly owned by its shareholders. – All public listed companies are limited liability corporations. The shareholders liability is up to his investment. Since the corporation is a separate legal entity the shareholder is responsible for any losses up to his total investment. 12
  • 13. TYPES OF SECURITIES – As investors, shareholders have certain rights: • Right to residual value of the firm • Right to the portions of dividends if announced • Right to vote in the AGM. – Since dividend yield is low, shareholders have the chance to earn capital gain 13
  • 14. TYPES OF SECURITIES • Some basic definitions of Common Stocks: – Authorised capital – Issued (paid up) capital – Par Value – Treasury stocks (usually bought for senior management) – Book Value per Share = Common Stockholders Equity / No. of Shares Outstanding 14
  • 15. TYPES OF SECURITIES – Market Value of Firm = Market Price of Share X No. of Shares Outstanding – Rights issue: sale of additional stock to existing shareholders usually to present shareholders at a slight discount – Bonus issue: issue of additional stocks to existing shareholders for free – Stock Dividends: where dividends are paid in terms of stocks rather than cash – Earnings per share or EPS: is a key indicator used by shareholders and market participants – P/E ratio or Price Earnings ratio: price per share divided by earnings per share 15
  • 16. Initial Public Offering (IPO) • Initial Public Offering (IPO) Process is one when companies intend to sell stocks to the investing public – Must get approval from Securities Commission to become a public listed company and have its shares listed in the Stock Exchange – To get the approval the firm must have • Good track record of earnings • Good management • Fulfil basic statutory requirements 16
  • 17. Initial Public Offering (IPO) • After getting approval the firm will appoint a merchant bank to prepare for the IPO • The initial issue price is determined by merchant bank based on the company’s financial health and track record, market conditions; investor sentiments etc. • Post-listing prices are determined by market conditions • IPO market is considered as Primary market but once listed it is traded in the Secondary market. This is because the IPO is normally offered to shareholders, corporations, etc. before it goes public through the stock market 17
  • 18. Screening of Stocks for Shariah Compliance • Malaysia was the first Muslim country with a conventional stock market to have come up with a formal evaluation for shariah compliant stocks and a shariah stock index. • Following this in 1999, Dow-Jones, the US based publisher of the Wall Street Journal and financial information provider, designed the Dow-Jones Islamic World Market Index (DJIWM).The DJIWM is a global index of shariah compliant stocks. • In determining whether a stock is a shariah compliant a screening procedure is used.
  • 19. Shariah Screening of Stocks in Malaysia • Shariah screening of listed stocks in Malaysia are based on parameters established by the Securities Commissions’, Shariah Advisory Council (SAC). • The SAC was established by the Securities Commission (SC) in 1996. • The SAC’s screening process as with the DJIWM begins with looks at two broad categories: – i) The line of business or core business of the underlying company. – ii) The company’s finances.
  • 20. Stock Screening Process • Halal Stocks and Shariah Index – Security Commission is responsible for determining the Shariah compliant stocks and the Shariah Index through its very own Shariah Advisory Council (SAC) – In principle the first level of screening is to focus on core business. Companies whose core businesses are Shariah compliant will form the universe. 20
  • 21. Shariah Screening of Stocks in Malaysia
  • 22. Stock Screening Process – Securities excluded are those involved in • Financial services based on riba; • Gambling and gaming • Manufacture or sale of non-halal products or related products; • Conventional insurance • Entertainment activities that are not permissible by Shariah • Manufacture or sale of tobacco-based products or related products; • Stock broking or share-trading in Shariah non-compliant securities; • Other activities deemed non-permissible by Shariah 22
  • 23. Stock Screening Process • The SAC also considers amount of interest income received by the company from conventional fixed deposits or other interest bearing financial instrument. In Addition dividends received from investment in shariah non-compliant securities are also considered in the analysis. 23
  • 24. Stock Screening Process • For companies with activities comprising both permissible and non-permissible elements the SAC uses two other criteria: – The public perception or image of the company – The core activities of the company are important and considered maslahah (beneficial) and the non-permissible element is very small and involves matters such as umum balwah (common plight and difficult to avoid); ‘uruf (custom) and the rights of non-Muslim community which are accepted by Islam 24
  • 25. Shariah Screening of Stocks in Malaysia • While the above criteria are all subjective, in order to translate these subjective criteria into actionable filters, the SAC uses a two phase analysis/screening procedure. These being; – Phase One :Quantitative Method – Phase Two :Qualitative Method • Phase One: Quantitative Method – In phase one, the objective is to compute the percentage contribution of non permissible activities to the company’s income and profit before tax. The income and profit before tax would be for the latest fiscal year as shown in the company’s Profit & Loss or Income Statement.
  • 26. Shariah Screening of Stocks in Malaysia  The computation of percentage is carried out as follows:  Step 1 : Determine the earnings (Total Income/Revenue) and Profit before tax of the company.  Step 2 : Identify and measure the income/earnings and profit before tax from the non permissible activities.  Step 3 : Determine the percentages as follows: (i) Earnings from non-halal activities X 100 Total Earnings of Firm (ii) PBT from non-halal activities X 100 PBT all activities of firm  Step 4: Compare the percentage earnings and PBT with the two threshold level marks. (see below)
  • 27. Stock Screening Process • To determine the tolerable level or benchmark of mixed contributions from permissible and non-permissible activities, the SAC came out with four levels: – 5% benchmark – when the non-permissible are clearly prohibited (riba; gambling; liquor; pork) – 10% benchmark – involve element of umum balwah prohibited element affecting most people and difficult to avoid 27
  • 28. Stock Screening Process – 20% benchmark – mixed rental payment from Shariah non-compliant activities such as rental from premises used for gambling; sale of liquor etc – 25% benchmark – activities that are generally permissible and beneficial (maslahah) but contains elements that may affect the Shariah status of these activities. Among these activities are hotel and resort; share trading; stock broking and others 28
  • 29. Shariah Screening of Stocks in Malaysia Phase Two: Qualitative Method  The qualitative method is essentially used on a case-by-case method. Again this is applicable for situations where the core activity of the company has importance and maslahah (benefit in general) to the ummah but includes a small element that may be haram. The non permissible activity could also be driven by custom or involve the rights of non-muslims. In analyzing such companies on a case-by-case basis, the SAC allows for threshold levels anywhere from 10% to 25%.
  • 30. Shariah Screening of Stocks in Malaysia  Since businesses are dynamic and conditions change rapidly, a company that passes the threshold at a point in time may exceed it at a future date. For example, a manufacturer of home appliances may have interest earnings below 5% currently but could exceed it at a later point. The opposite situation may also be possible. Thus, the SAC reviews the list periodically. An updated list is issued every 6 months. Currently about 85% of the listed stocks in Malaysia are deemed shariah compliant, based on the SAC criteria.
  • 31. Shariah Compliant Listing • For companies with mixed contribution from Shariah permissible and non-permissible activities, they are deemed Shariah-compliant should the following thresholds are complied with: – Income from activities which are clearly prohibited (like conventional financial business, insurance, gambling, pork and alcohol is less than 5% of total turnover (TO) and profit before tax (PBT); – Mixed rental income from Shariah non-compliant activities (like rental payments from premises used in gambling, sale of liquor) is less than 20% of total TO and PBT – Interest income from fixed deposits and income from tobacco business is less than 10% of total TO and PBT; – Income from hotel and resort business, share trading and stock broking of Shariah non-compliant stocks is less than 25% of total TO and PBT.
  • 32. Stock Screening for the Dow Jones Islamic Index • The stock screening procedure used by Dow Jones for its Islamic Index is more elaborate and tighter than that of Malaysia’s SAC. As is the case with the Malaysian criteria, there are two broad categories, the nature of the business and financial aspects. • The Dow Jones criteria involves both financial statements, especially the Balance Sheet. • Dow Jones begins with an initial step that involves eliminating stocks of all companies involved in an exhaustive list of activities. These are industries related to alcohol, liquor, pork related, conventional financial services (banking, insurance, merchant banking etc), hotels, entertainment (including cinema, music etc), tobacco, defense, weapons manufacturing etc. While this first step is qualitative, the second step involves the quantitative analysis of the firm’s financial ratios.
  • 33. Stock Screening for the Dow Jones Islamic Index  This numerical analysis is really aimed at two things,  identify firms with “excessive” leverage in the capital structure and;  identify firms with unacceptable levels of interest income. This is generally done by applying the following three key ratios. (i) Debt to Trailing Twelve Month Average Market Capitalization Debt to TTMAMC Computed as: = Total Interest Bearing Debt X 100 12 months Average Market Cap Threshold: 33% Thus, any firm with a Debt to TTMAMC exceeding 33% will be excluded. The rationale being that such a firm is paying a substantial portion of its earning as interest on its debts.
  • 34. Stock Screening for the Dow Jones Islamic Index • (ii) Liquid Assets to TTMAMC computed as: = Cash deposits + Marketable Securities + Interest X 100 Bearing Instruments TTMAMC Threshold: 33% • (iii) Receivables to TTMAMC computed as : = Recievables +Trade Notes + Other receivables X 100 TTMAMC Threshold: 33% These latter two ratios are intended to capture the extent of interest earned by the firm from its liquid assets and its receivables. It is common practice in developed markets such as the US, for firms to charge an interest on all trade receivables outstanding beyond a certain period.
  • 35. Comparison of Stock Screening Techniques • Though the philosophy and intended objective is the same, a comparison of the stock screening techniques of the Dow Jones Islamic Index (DJII) with that of the Malaysian SAC pints to obvious differences. The two key differences are; – The tolerance for mixed businesses by the SAC. – The more stringent use of Balance Sheet based financial ratios by Dow Jones. • Malaysia’s SAC also does not evaluate a firm’s Balance Sheet. Thus, the firm’s capital structure and the extent of its financial leverage is not a consideration.
  • 36. Comparison of Stock Screening Techniques • Since the SACs criteria is Malaysia specific, using a stringent filter will result in a smaller group of eligible stocks and therefore a much narrower investible spectrum for Muslim investors in Malaysia. • One might ask, what is wrong with having a smaller but ‘purer’ group of investible stocks? • There are several problems with this: – From a portfolio theory viewpoint, a smaller investible group of stocks restricts diversification and limits the benefits of diversification. – One cannot form efficient portfolios or superior risk-return portfolios if the group of investible stocks is restricted. – By implication one cannot be on the ‘optimal’ efficient frontier or get close to such a frontier. • As with everything else in economics, there is a trade off. The cost may be less efficient portfolios. 36
  • 37. Stock Screening Process • Shariah compliant securities which are subsequently considered Shariah non- compliant: – If the price of the securities is more than its cost: must sell immediately. If not the proceeds should go to charity – If the price is lower than cost: then wait until the price is equal to cost and then sell. If dividends are declared during the holding period the dividend may be accepted 37
  • 38. Debt Instruments (bonds) • Debt Instruments – are normally called bonds which are promissory notes that are traded in the market • Bonds are categorised by the issuer; tenor; coupon type • By issuer: government or corporate 38
  • 39. Debt Instruments (bonds) ISSUER TENOR Long term Short term Government Govt Bond Treasury bills Corporations Corp Bond Commercial papers 39
  • 40. Debt Instruments (bonds) • Bonds also differ by coupon type – Coupon bonds pay periodic interest based on coupons – Zero coupon bonds pay no interest on maturity but only the face value. The purchaser will buy at discount. – Interest can be fixed or floating. Floating interests are determined in reference to say KLIBOR + x%. If KLIBOR is 10% and x is 2 then for a bond of RM1000 the interest is RM120 40
  • 41. BONDS – Some basic definitions • Par Value • Coupon rate • Sinking fund – amount paid by issuer periodically to equal redemption amount • Coupon yield • Yield-to-maturity – total returns of bond • Duration of the bond • Unsecured bond • Collateralized bond • Speculative grade – lower quality bond 41
  • 42. Different types of bonds • Callable bond – callable by issuer at a predetermined price before maturity. Investor is normally paid higher than straight bonds • Convertible bond – allows holder to redeem at face value or convert it to a predetermined number of stocks 42
  • 43. Islamic Debt Securities • Islamic Interbank Money markets (IIMM) was established in 1994. This is to allow Islamic banks to manage their liquidity and price discovery. Several new instruments were introduced – Mudharabah Interbank Investment (MII) – Islamic Accepted Bills (IABs) – Negotiable Islamic Debt Certificates (NIDC) – Bank Negara Negotiable Notes (GII) and – Other Islamic short term Private Debt Securities 43
  • 44. Key Islamic Money Market Instruments i) Government Investment Issue (GII) • To meet the need for a liquidity management instrument that is also shariah compliant, the Malaysian Parliament passed the Government Investment Act in 1983. This act, enabled the Malaysian government to issue a non-interest bearing money market instrument, known as Government Investment Certificates (GIC) {now replaced with Government Investment Issues (GII)}. The GII was introduced in July 1983 under the concept of Qard al- Hasan. • Since a Qard al- Hasan, based instrument would not have a predetermined fixed “face value” at maturity, it would not be suited for secondary market trading . Thus, beginning with a 15 June 2001, issue, GII’s are now issued under a new concept of of Bai Al-Inah. This, added depth and liquidity to the IIMM as the GII is now tradable in the secondary market via the concept of Bay ad- Dayn (debt trading).
  • 45. ii) Bank Negara Negotiable Notes (BNNN) • Bank Negara Negotiable Notes (BNNN) are a short-term, money market instrument issued by BNM. The underlying contract is that of Bai Al Inah. First introduced to the IIMM on 29 November 2000, It is now popularly traded in the secondary market. The price of the BNNN is determined on a discounted basis. Tenor is typically up to one year. The BNNN is designed as a liquidity management tool .
  • 46. ii) Cagamas Mudharabah Bonds (Sukuk Mudarabah Cagamas) • The Cagamas Mudharabah Bond, was introduced in March 1994 by Cagamas Berhad, the National Mortgage Corporation, to finance the purchase of Islamic housing debts from financial institutions. As the name suggests, the bond is structured using the concept of Mudharabah. Bondholders and Cagamas will share the profits accrued according to the predetermined profit-sharing ratios.
  • 47. iv) Islamic Accepted Bills (IAB) • The Islamic Accepted Bill (IAB), was introduced in 1991. The objective was to provide a shariah compliant instrument to conventional BAs, particularly for trade financing . The IAB is formulated on the Islamic principles of Al-Murabahah (deferred lump-sum sale or cost-plus). The secondary market trading of the instrument is based on Bai ad-Dayn (debt-trading). • Murabahah is based on a cost-plus profit margin or mark up agreed to by both parties. Bai Al-Dayn refers to the sale of a debt arising from a trade transaction in the form of a deferred payment sale.
  • 48. Islamic Debt Securities (Sukuk) • Sukuk is a long term IDS whose underlying contractual framework could be a BBA; Murabahah; Istisna (purchase of manufactured products on order) or Ijarah (leasing). BBA is most popular and known as BAIDS but not popular among Middle East Shariah scholars • The ijarah sukuk are more acceptable globally. 48
  • 49. Type of Sukuk, Characteristics, and Underlying Contracts Type of Sukuk Characteristics Underlying Contract Pure Ijarah Sukuk • Issued on stand-alone assets identified on Ijara the balance sheet. • The rental rates of returns on these Sukuk can be both fixed and floating. Hybrid/Pooled Sukuk • The underlying pool of assets can Istisna’, Murabahah comprise of Istisna’, Murabahah receivables and Ijarah. receivables as well as Ijarah • The return on these certificates can only be a pre-determined fixed rate of return. Variable Rate Redeemable • Redeemable in nature. Musharakah Sukuk or Musharakah Term • Has relatively stable rate as compared to Finance Certificates dividend payouts. (MTFCs) • The floating rate of return on these certificates would not depend on benchmarking with market references such as LIBOR but would instead be contingent on the firm’s balance sheet actualities. Zero-coupon non-tradable • The primary asset pools to be generated Istisna’ Sukuk would be of the nature warranted by Istisna and installment purchase/sale contracts that would create debt obligations. • Non-tradable Embedded Sukuk • These could be Sukuk whether zero- pure-Ijara or hybrid coupon, pure-Ijara or hybrid. • Has embedded option to convert into other asset forms depending on specified conditions. Source: summarized from Tariq, 2004. Managing Financial Risks of Sukuk Structures.A dissertation at Loughborough University, UK.
  • 50. Typical Sukuk Structure COMPANY 4 1 I Periodic payment SUKUK N A V S 3 $ E SPV S S E T T O 2 4 R S VENDOR/MANUFACTURER 50
  • 51. In order to have the required underlying sale/purchase of Islamic financing modes, companies issuing sukuks typically have a Special Purpose Vehicle (SPV). For example, suppose a company wants to finance the use of an asset, it can do so by means of issuing a Sukuk Al Ijarah. The company would first establish a bankruptcy remote SPV. The SPV issues the sukuks to investors and uses the proceeds to buy the asset from the vendor / manufacturer. The SPV then “leases” the asset to the company in return for periodic lease payments. The lease payments received from the company are passed thru to investors as their returns on the sukuk.
  • 52. Other Sukuk Structures • The are several different sukuk structures. • As the underlying contract changes, the structure changes. • In addition to straight forward “plain vanilla” structures, there are increasingly exotic ones. • The need for exotic sukuk structures arises from the need to; • avoid fixity in income/ cash flows • the need/ desire for specific cash flows • to alter risk profiles
  • 53. Structure of An Asset Backed Securitization of sukuk 2 Sukuk Sold 3 ABS Sukuk 1 4 Asset Payment for subscription $ Mudarib SPV Sukuk (Originator) Investors Payment $ 6 Periodic payments 5 Trustees Note: Trustees are the ‘owners’ of the SPV which undertakes to service the sukuk.
  • 54. Sukuk Vs Bonds Item Bond Sukuk Tenor Short, Medium and Long Short and Med-Term (≤5 Term yrs) Financing Category Debt No debt but ownership of specific asset and its cash flows Underlying Not necessary, unless Necessary underlying collateralized asset, usually tangible asset Claim Fixed in time, and Ownership claim on amount specific asset and its cash- flows Pricing Depends on rating, yield Use of indicative yields- environment and demand benchmarked on (book-building) reference rates Total Returns Fixed income No guarantee in returns (known/predetermined cash flows) Funding Purpose Unrestricted Restricted for use in Shariah compliant assets, in a predetermined manner.
  • 55. Hybrid Instruments • Hybrids are instruments that have the features of both debt and equity. We shall consider four types only: • Preference shares • Warrants / Transferable Subscription Rights (TSR) • Call Warrants; and • Irredeemable Convertible Unsecured Loan Stocks 55
  • 56. Preferred Stocks or Preference Shares • Preferred stock is a true hybrid instrument. It has a par value, fixed dividend amounts and terminal maturity. • In US it requires sinking funds which means a terminal maturity period • Dividends on preferred stocks may be missed and are not tax deductible 56
  • 57. Preferred Stocks or Preference Shares • In Malaysia there are other variants – Participating Preferred Shares can have higher dividends if company does well. Non-participating Preference Shares cannot get dividends – Further, there are cumulative and non-cumulative Preference shares. – For Cumulative Preference Shares, missed dividends must be made up by cumulating the dividends – For Non-cumulative Preference Shares, missed dividends need not be made up. 57
  • 58. Warrants/Transferable Subscription Rights (TSR) • A warrant or TSR can be thought of as a long dated call option on the issuing company’s stock. They are typically attached to loan-stocks or bonds issued by a company. The idea is to make bonds or stocks more attractive and marketable. The warrants/TSRs can be detached from the bonds and traded separately in a secondary market (stock market) • A warrant/TSR gives the holder the right but not obligation to buy the company’s stock at a predetermined market price 58
  • 59. Warrants/Transferable Subscription Rights (TSR) • Equity options will not dilute the ownership of the share holders but warrants when exercised dilutes the ownership. This is because when the warrant is exercised the company must issue a new stock to the warrant holders. This has effect on the price of warrants. 59
  • 60. Call Warrants vs TSR • Call warrants are call • TSR issued by company options issued usually by merchant bank • Dilutes ownership • Does not dilute ownership • Can be exercised any • To be exercised on time until maturity maturity • Attached to stock and for • Stand alone and shorter longer period (10 years) period (18 months) 60
  • 61. Irredeemable Convertible Unsecured Loan Stock (ICULS) • It is a fixed income debt instrument until converted into equity at some date or upon maturity • Irredeemable for cash • Must be converted to underlying stock • Carry fixed interest coupons payable annually or semi-annually • Unsecured • ICULS result in full dilution 61
  • 62. PRICE DETERMINATION • Many factors influence price of stocks – Firm specific factors – Industry specific factors – Macro-economic factors – Investor psychology – Sentiments – Performance of other regional stock markets – International events etc. (Iraq war) 62
  • 63. PRICE DETERMINATION • Dividend Discount Model • Zero Growth Model • The Constant Growth Model • The Accelerated Growth Model 63
  • 64. DIVIDEND DISCOUNT METHOD (DDM) DDM is based on the logic that a stock’s price today should equal the present value of future dividends that one could get by investing in the stock. e.g. Suppose we buy stock A that gives dividend of RM2.00 per year. We plan to hold it for 3 years and expect the price at end of 3 years to be Rm60.00. 64
  • 65. DIVIDEND DISCOUNT METHOD (DDM) If the required return is 10%, then 2.00 2.00 2.00 60 Po = + + + (1.10) (1.10) 2 (1.10) 3 (1.10) 3 Po = 4.97 + 45.08 = 50.05 Thus, valuing the stock as present value of future cash flows: n dt Pn Po = ∑ + t = (1 + K) (1 + K ) n t 1 65
  • 66. DIVIDEND DISCOUNT METHOD (DDM) where d t is dividend in year t Pn is the expected price in year n K is the appropriate discount rate or required return on asset This example requires us to assume the expected price in year 3 (or n) which is very difficult. 66
  • 67. DIVIDEND DISCOUNT METHOD (DDM) To avoid having to make this assumption, DDM concentrates on earnings from the stock, i.e. dividends which comes in three forms : 1. Zero growth 2. Constant growth 3. Accelerated growth 67
  • 68. DIVIDEND DISCOUNT METHOD (DDM) 1. Zero growth model This model assumes that dividends are the same from year to year. Since shares have no maturity, the zero growth model is in fact a perpetuity with equal cash flow so that 68
  • 69. DIVIDEND DISCOUNT METHOD (DDM) n dt 2.00 Po = ∑ ⇒ = RM 20 t =1 K t (0.10) where d t is dividend received at time t and K is the discount rate 2. The Constant Growth Model This model takes into consideration only the dividends again, but allows constant (same) rate of dividend growth. So in terms of cash flows the cash flow pattern is as follows: 69
  • 70. DIVIDEND DISCOUNT METHOD (DDM) The rate of growth g is constant. This means that ∆ = g so that d1 = d o (1 + g )1 d 2 = d o (1 + g) 2 d10 = d o (1 + g)10 d o (1 + g)1 d o (1 + g) 3 Hence Po = + ... + (1 + K) 1 (1 + K )3 d1 which becomes Po = ...Gordon Model K -g 70
  • 71. DIVIDEND DISCOUNT METHOD (DDM) So for a share with next year’s expected dividend of RM2.00, g = 5 % and K = 10% the dividend is 2.00 2.00 = = 40.00 10% - 5% 0.05 Here because the dividend is growing each year the price will also increase each year at a steady rate equal to the dividend growth rate 71
  • 72. DIVIDEND DISCOUNT METHOD (DDM) So, the expected increase in price is : d1 2.00 Po = = = 40.00 K - g .10 − .05 d2 2.10 P1 = = = 42.00 K - g .10 − .05 d3 2.2050 P2 = = = 44.10 K - g .10 − .05 72
  • 73. DIVIDEND DISCOUNT METHOD (DDM) Note that if K does not change over time the value of the share increases at the same rate as the dividend growth. Since price increases gradually over time would the Investment return depend on how long you hold the stock? the answer is no. Please read page 195. For accelerated growth model please read 199 73
  • 74. RISK ELEMENTS • Business risk – uncertainty of income flows of firm’s • Financial risk – uncertainty form methods of financing • Liquidity risk- uncertainty in secondary market investment or thinly traded assets • Currency risk – exchange rate risk • Country risk – political risk; • tax risk e.g. Pakistan imposed 10% capital gain tax on shares held for less than 6 months; 7.5% holding between 6 months and 1 year. • Bond risks and rating – different risk class and yield curves • Default risk – risk of non payment due bankruptcy • Interest rate risk – changes in bond prices • Inflation risk – loss in purchasing power 74
  • 75. LAWS RELATING TO SECURITIES • Banking AND financial Institutions Act 1989 (BAFIA) • Securities Commission Act 1993 • Securities Industry Act 1983 • Securities Industries (Central Depositories) Act 1991 • Futures Industry Act 1993 75
  • 76. REVISION QUESTIONS • Compare and contrast the debt and equity instruments • What makes securities so attractive that shareholders are willing to part with their ownership when they go public? • Identify risk elements inherent in the investment in securities • Explain the stock screening process adopted by the Shariah Advisory Council of the Securities Commission • Explain how an ijarah sukuk is structured 76
  • 77. THANK YOU 77