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Euromoney Markets 2
(concept of euromoney)
Eurodollar is a dollar deposit outside the US
Euroyen is a yen deposit outside Japan
Eurosterling is a sterling deposit outside the UK
The key point to note here is that these deposits are outside the regulation of the respective central banks
Euromoney Markets 3
Origins of the Euromarket
A most unlikely source
The former Soviet Union, a big importer of food grains from the US
Had dollars ready for payment to the US exporter
Deposited these dollars in a French bank in Paris, rather than in a bank in the US
This is supposed to have been the origin of eurodollars
Euromoney Markets 4
Major stimuli for the growth of euro-markets
Excessive regulation of banking in the US and the UK
Growth of transnational corporations
Convertibility of currencies
Euromoney Markets 5
Euro-markets (Contd.,)
A large and efficient market, in which a firm can raise large amounts (say $ 500 million) in about three months, as compared with :
World Bank : 2-3 years
Bilateral Loans : 2-3 years
Euromoney Markets 6
Eurocurrency Market
Involves a chain of deposits and a chain of borrowers and lenders
There is a chain of ownership between the original dollar depositor and the US bank
There is a changing control over the deposit and the use to which the money is put
Euromoney Markets 7
Question
How does the euro-market survive, as a market, separate from the domestic dollar market?
Euromoney Markets 8
Possible answer to question on the previous slide
Absence of central bank regulation enables euro-banks to survive on a lower spread than banks in the domestic dollar market
Euromoney Markets 9
How the Euro-money Market Survives
Assume domestic interest rate of 10 % and a reserve requirement of 5%
Effective cost of domestic credit = 10 / 95 = 10.53%
Which means that the euro-bank can afford to pay up to 53 basis points more on euro-dollar deposits
And charge a slightly lower interest on eruo dollar loans
In other words, euro-banks work on a thinner spread
Euromoney Markets 10
Possible reasons for euro deposit rates being higher
Must be higher to attract domestic deposits
Euro-banks can afford to pay higher rates based on their lower regulatory costs
Euro-banks not subject to the interest rate ceilings that prevail in many countries
A larger percentage of deposits can be lent
Euromoney Markets 11
Possible reasons for eurocurrency lending rates being lower
Larger lending base due to lack of reserve requirements
Lower regulatory expenses (eg. No deposit insurance on euro-deposits)
No targeted lending
Well-known borrowers, reducing the cost of credit appraisal
Larger average loan size and standardized loan arrangements
Euromoney Markets 12
Loan Syndications
Loan syndications are common in the euro-market
A loan syndicate normally consists of the following
A lead bank
Co-managers
Participating banks
Euromoney Markets 13
Element of cost
Front-end fee (paid upfront to the lead bank)
Commitment fee (charged on the un-drawn amount)
Spread over the base rate (normally Libor) In the case of euro-loans, this reflects country risk, in addition to credit risk
Question : What should be the bargaining posture of a borrowing firm? Where to give in and where to stand firm?
Euromoney Markets 14
Example of Euro-loan raised by NALCO
India’s first major euro-loan, $ 680 million
Lead Bank : Bank National de Paris
Co-managers: State Bank of India, Bank of America and Credit Agricole
Participating Banks : A total of 52
Euromoney Markets 15
Nalco’ s euro-loan (Contd.,)
Fee Structure Front-end fee : 5/8 % Commitment Fee : 1/4 % Spread over Libor : 1/2 % over Libor Guaranteed by the Government of India
Euromoney Markets 16
Government PolicyIn recent years, the Indian government has encouraged the
use of euro-loans by Indian companies, particularly in infrastructure and other priority sectors of the economy
Government’s major concerns seem to be to minimize short-term ( maturity less than one year ) loans and to encourage end use in terms of expansion, modernization and up-gradation of technology
A liberal policy regime that permits companies to borrow ( or to prepay ) upto $ 500 million on the automatic route
Euromoney Markets 17
International Bonds
All international bonds are sold initially to investors outside the country of the borrower
Major Instruments Euro-bonds Foreign bonds Floating rate notes (FRNs) Euro-commercial paper
Euromoney Markets 18
Eurobond
Is underwritten by an international syndicate of bankers and security firms
Is sold exclusively in countries other than the one in whose currency the issue is denominated
Example : IBM issuing dollar bonds in Europe and Japan
Euromoney Markets 19
Foreign Bond
Is underwritten by a syndicate composed of members from a single country
Sold principally within that country
Denominated in the currency of that countryExample : A Swedish company issuing dollar bonds in the US Proliferation of terms in this area:Example: Yankee Bonds, Samurai Bonds, and Bull-
dog Bonds
Euromoney Markets 20
Floating Rate Notes
Are issued by sovereign nations, state enterprises and other high-quality borrowers
Underwritten by investment bankers, as an alternative to medium and long-term syndicated bank loans
Sells at lower interest margins over Libor, and have slightly longer maturities than syndicate loans
Euromoney Markets 21
A borrower’s graduation
Stage 1 : Syndicate Loans
Stage 2 : Floating Rate Notes
Stage 3 : Fixed Rate Bonds
As a borrower’s credit rating improves and he becomes better known, he moves up the ladder from syndicated loans to FRNs to fixed rate bonds. (Example : ONGC)
Euromoney Markets 22
Global Depositary Receipts ( GDR )
A depository receipt is basically a negotiable certificate denominated in US dollars that represents a non-US company’s publicity traded local currency (eg. Indian rupee) equity shares
GDR Process : Issuing company delivers local currency shares
to depositary’s local custodian bank Against these, the depositary bank issues
depositary receipts in US dollars These DRs then traded freely in overseas
markets, like any other dollar-denominated security
Euromoney Markets 23
GDRs (contd.,)
DRs are issued not by the company but an international bank acting as a depositary bank (the Bank of New York, in the case of most Indian issues)
Each DR represents a specified number of the company’s shares which are physically held by a custodian appointed by the depositary bank ( say 2 Infosys shares per GDR )
In the company’s books, the depositary bank’s name appears as the holder of the shares
Euromoney Markets 24
GDRs (contd.,)
The Depositary gets the dividends from the company in local currency and distributes them to DR holders after converting into dollars at the going rate of exchange
Like eurobonds, GDRs are bearer securities and trading / settlements are done by book entries through Cedel (Luxembourg) or Euroclear (Brussels), which are both large clearing houses in the eurobond market
Euromoney Markets 25
GDRs (contd.,)
The DRs are exchangeable with the underlying shares either at any time or after the lapse of a specified period of time ( say one year )
The exchanged shares could then be traded in the local stock market
The issue price depends on the market price of the underlying shares at the time of issue
Underwriting fees and commission typically work out to around 4% with other expenses being similar to those in the case of bond issues
Euromoney Markets 27
The roles of a depositary bankProgramme managerCustodianIssuer of depositary receiptsRegistrar and transfer agentPaying agent ( dividends, proceeds on sale of DRs etc)Information agent
Euromoney Markets 29
GDR : Potential benefits to issuers
Access to global markets Raising foreign currency equity Perceived advantages of raising equity over
debt :No repayment of principalGenerally lower servicing costs
(In quite a few cases) Higher prices than would have been possible in a domestic issue
No currency risk to issuer The convenience of dealing with one
shareholder, the depository bank
Euromoney Markets 31
GDR :Potential benefits to investorsPortfolio diversification ( regional returns are
cyclical, much of the long-term growth is outside the developed world b/o demographics, many global markets outperform indices such as the S & P 500 )
Instrument denominated in a convertible currencyTraded in developed stock markets( contd.. Next slide )
Euromoney Markets 32
GDR :Potential benefits to investors
On the other hand :Currency riskRisks inherent in equity investments ( dividend
uncertainty and capital loss)Withholding taxes ( not in India )Tax on capital gains ( now limited to 10% on ST
capital gains ), applicable only in case of conversion to underlying shares and sale in the secondary market
Euromoney Markets 33
American Depositary Receipt (ADR)What is an ADR?A negotiable certificate or “receipt” issued in the
US representing ownership of securities of a non-US based company issued in a foreign market
They are considered a US domestic security under US law and are quoted and traded in US dollars offering a convenient and simple means to invest in overseas companies
(contd. Next slide)
Euromoney Markets 34
American Depositary Receipt (ADR)ADRs offer the benefit of protections and transparency
offered by US securities regulationsADRs normally offer lower trading and custody costs
than shares bought directly in the foreign market
Euromoney Markets 35
A brief history of ADRs1927 : First DR progamme created. Selfridges, UK-
based Department Store, established to facilitate investment in overseas stocks by large US institutions
1950s : Several large MNCs in Western Europe, Australia and Japan, started to list in the US
1970s : Dozens of ADR programmes developed for mining companies
(contd. Next slide)
Euromoney Markets 36
A brief history of ADRs1980s : Market experienced tremendous growth1990s : Established in global markets ( ADRs and
GDRs)2004 : ADRs accounted for 35% of global equities (
total global USD 2.4 trillion)2009 : More than 2000 sponsored DR programmes
from over 77 countries
Euromoney Markets 37
American Depositary Receipt (ADR)Issuer ( say Infosys Technologies ) assigns a bank
( say the Bank of New York ) as depositary for its sponsored DR programme
Depositary issues and cancels ADRS and acts as registrar, transfer agent and paying agent for the DR programme
Investor generally uses broker or depositary’s direct investment plan as the intermediary to issuer ( eg. Bank of New York – Direct Programme )
Euromoney Markets 38
ADR structures
Objective: Broaden investor baseLevel 1 : over-the-counter ( eg. Deutsche Bank, a
large bank as well as depositary )Level 2 : Exchange-listedObjective : Raise capitalLevel 3 : Public offeringLevel 4 : Rule 144 A ( Private placement)Levels 2 and 3 must comply with US GAAP and full
disclosure
Euromoney Markets 39
Where do ADRs trade?Like other US securities, ADRs can trade on the
NYSE, NASDAQ and AMEX, or may be over the counter ( OTC) . NYSE –Euronext is by far the largest ,with over 60% of volumes
If an ADR is listed, you can benefit from readily available price and trading information
An ADR can represent any number or fraction of underlying shares ( say 2 Infosys shares for every ADR )
Euromoney Markets 40
ADR TrendsAt end of year 2008, a record 2132 sponsored DR
programmes were available to investorsDR liquidity reached an all-time high in 2008Trading value reached nearly $ 4.4 trillion
Euromoney Markets 41
Benefits of ADRs to investorsConvenienceQuoted and traded in US dollars Trade, clear and settle in accordance with US
regulations permitting prompt dividend payments and timely corporate action notifications
Easy access to markets that have some of the world’s best companies
Contd. Next slide
Euromoney Markets 42
Benefits of ADRs to investorsOpportunity to diversify portfolio while using US
dollarsADRs tend to outperform their home marketsADRs offer lower trading and custody charges
Euromoney Markets 43
Benefits of ADRs to IssuerAdhere to transparency and disclosure standards of
the world’s largest equity marketIncrease retail and institutional investor acceptanceAccess to US investors who are unable to invest
overseas
Euromoney Markets 44
Benefits of ADRs to IssuerEnhance share valuationIncrease liquidity by enlarging the market for the
company’s shareStock option programme for US employees
Euromoney Markets 46
Possible RisksInvesting in any security involves a certain amount
of risk, along with rewardsAs ADRs are backed by non-US securities, the
following specific risks apply:Currency riskCountry risk – political, economic and social
conditions in the home market may impact the stock price
Also accounting standards vis-à-vis US GAAP