Understanding Hybrid Securities
Understanding Hybrid Securities
Understanding Hybrid Securities
ASX.
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Edition 1 printed April 2014.
Copyright 2014 ASX Limited ABN 98 008 624 691. All rights reserved 2014.
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Contents
Introduction
10
12
ASX codes
Settlement
Price information
Glossary
13
Introduction
Australian investors looking to receive a steady
stream of income have often only considered
bank term deposits. Hybrid securities traded on
ASX can present an attractive alternative.
About ASX
ASX is one of the worlds top-10 listed
exchange groups and quotes a broad array
of products including shares, bonds, hybrid
securities, exchange traded funds, options,
warrants, futures and other derivative
products. This provides investors and risk
managers the opportunity to access a broad
range of asset classes, including domestic and
international equities, debt, commodities and
foreign exchange.
Bonds
Returns
Cash
Low
Low
Risk/Volatility
High
Bond
Bond
Hybrid
+
=
Option
Hybrid
Bond
Hybrid
Option
Option
You can see from the above formulas that a bond with an option to convert it to a share at some
point in the future intrinsically has a different value than a simple bond. The option itself has
value, which from the holders point of view may be positive (where the option is exercisable by the
holder) or negative (where the option is exercisable by the issuer). The convertible bonds price will
reflect this embedded option value. Whilst the option is well out of the money, the market price
of the convertible bond can be expected to perform similarly to a simple bond paying an equivalent
return. However, as the option gets closer to being in the money, the value of the option is likely
reflect more closely the market price of the convertible bond.
For more information about simple bonds, please consult the ASX website and the Understanding
Bonds booklet.
DISTINGUISHING
FEATURES
ORDINARY
SHARES
SIMPLE
BONDS
HYBRID SECURITIES
Category
Convertible bonds
Preference shares
Capital notes
Legal form
Ordinary share
Debt obligation
Debt obligation
Preferred share
Debt obligation
Par value
N/A
Fixed or indexed
to CPI
Fixed
Fixed
Fixed
Coupon rate
N/A
Fixed or floating
Fixed or floating
Fixed or floating
Fixed or floating
Payment frequency
Typically semiannual
Varies but
typically quarterly
or semi-annual
Varies but
typically quarterly
Varies but
typically quarterly
Varies but
typically quarterly
Income
Variable dividends
Possible franking
credits
Yes
No
No
Yes
Sometimes
Discretionary
distributions
Yes
No
No
Usually no
No
Term
Perpetual
Fixed
Usually fixed
Usually fixed
Usually fixed
except for
perpetuals, which
have no specific
maturity date
Convertible
No
No
Yes
Sometimes
Sometimes
Callable
No
No
Sometimes
Sometimes
Sometimes
Putable
No
No
Sometimes
Sometimes
Sometimes
Resettable
No
No
Sometimes
Sometimes
Sometimes
Step-up
No
No
Sometimes
Sometimes
Sometimes
The table above illustrates that hybrid securities have more complex and varying features than
either ordinary shares or simple bonds. When comparing hybrid securities to other forms of
investment, remember that you must carefully read the prospectus or PDS for the security to
understand the particular features of that security. If you have any doubt about a hybrid securitys
terms and conditions, or whether it is the right investment for you, you should consult your
financial adviser.
1. C
onvertible/converting debt
securities
A convertible debt security is one that gives
either the investor or the issuer the option
to convert it into another type of security at
a specified date in the future. Often this will
be ordinary shares in the issuer. Convertible
securities therefore have contained within them
an embedded option. As mentioned previously,
that embedded option has value, which from
the holders point of view may be positive
(where the option is exercisable by the holder)
or negative (where the option is exercisable by
the issuer).
Securities that are convertible by the holder
are attractive to investors because they
typically offer downside risk protection while
having a potential equity-kicker on the upside.
They are attractive to issuers because they
can usually be issued at a lower interest rate
than a standard bond, due to the value of that
potential equity-kicker. This makes them less
costly for the issuer to service. These bonds
also allow the issuer to raise capital without
having to immediately add a large number of
shares to their pool of ordinary shares. If the
company issues shares rather than convertible
notes, the sudden addition of more new shares
would result in a dilution of its equity. This can
be unsettling for investors who see their piece
of the pie shrinking.
Some convertible and converting bonds contain
anti-dilution provisions which protect the value
of the right of conversion for the investor. If not
it can materially affect the value of the right of
conversion and present a risk for investors.
2. Preference shares
Unlike ordinary shares, which pay a variable
dividend rate as determined by the directors of
the company, preference shares usually carry a
specified dividend rate. It may be a fixed rate or
a floating rate. They also usually carry a right
to be redeemed for cash at maturity, much like
a bond. It is these features that make them
hybrid securities they are equity securities
that pay debt-like returns.
A preference share is given that name because
holders of a preference share rank ahead of
holders of ordinary shares for the payment of
dividends and recovery of capital. That is holders
of preference shares typically have priority over
dividend payments to ordinary shareholders and
preference shareholders typically are entitled to
a payment of the face value of the preference
shares ahead of any distribution of surplus
assets to ordinary shareholders in a winding up.
The holders of preference shares generally do
not have voting rights except in certain limited
and exceptional circumstances.
Some preference shares may be issued without
a maturity date. This type of preference share
is referred to as a non-redeemable or perpetual
preference share.
Some preference shares, called convertible
preference shares, may give the holder or the
issuer the option to convert the preference
shares into ordinary shares at a specified date
or dates in the future. Others, called converting
preference shares, may automatically convert
into ordinary shares at a specified date in the
future.
3. Capital notes
Capital notes are debt securities that have
equity-like features attached. Examples include:
p
erpetual debt securities these are debt
securities with no fixed maturity date. They
are regarded as hybrid securities because
they are a debt security with equity-like
features (like a share, they dont mature).
s
ubordinated debt securities these are
debt securities whose rights with respect
to payment of interest and repayment of
principal rank behind (are subordinated
to) another class or classes of debt.
The subordination may be in favour of
the holders of senior debt or to ordinary
creditors generally. Again, they are regarded
as hybrid securities because they are a
debt security with equity-like features (like a
share, they rank behind certain debts in a
winding up).
k
nock-out debt securities these are debt
securities that give the issuer or a third
party (such as a prudential regulator like the
Australian Prudential Regulation Authority,
or APRA) a right to extinguish them under
certain conditions. They are typically issued
by banks or other prudentially-regulated
companies and have terms and conditions
attached so that they are treated like
capital, or given a particular risk weighting,
by prudential regulators, Again, they are
regarded as hybrid securities because they
are a debt security with equity-like features
(in certain circumstances, like a share, they
have no right to a return of capital).
INTEREST
RATES*
HYBRID
YIELDS
FIXED-RATE
HYBRID PRICES
Rise
Rise
Fall
Fall
Fall
Rise
* There is an inverse relationship between the market price of a fixedrate hybrid security and expected yields the market price will go up if
expected yields fall and will go down if expected yields rise. The same
thing happens to share prices share prices go up if expected dividend
yields fall and go down if expected dividend yields rise.
Credit risk
Credit risk is related to the financial strength of
the issuer. A hybrid issuer falling into difficulties
could result in the issuer defaulting on payments
ie not being able to pay promised distributions on
the face value on maturity. Generally, the higher
Complexity risk
As stated throughout this booklet, hybrid
securities may contain features that are complex
and impact significantly on the future value of
the security. While these risks are required by
law to be disclosed in a prospectus or PDS fully
understanding them, especially for investors
not familiar with complex financial instruments,
is critical. It is very important, therefore, that
you read the prospectus or PDS for a hybrid
security carefully and if you have any doubt about
the terms of the security, and/or whether it is
the right investment for you, to consult with a
financial adviser before deciding to invest.
Preference share
10
Capital notes
Example: ABC Bank Capital Notes
In December 2013, ABC Bank issued hybrid
securities called ABC Capital Notes. The notes
are perpetual and pay a discretionary floating
rate distribution that is in the form of a dividend
and thus are expected to be fully franked. The
floating rate distribution is paid quarterly and
is a margin of 3.20% over the benchmark
interest rate, being the 90 day bank bill rate.
The bank has certain redemption rights
including that of redeeming the securities in
cash for their face value on a fixed date in the
future. It also has the right to withhold interest
payments and/or to convert the notes into
ordinary shares in ABC in certain specified
circumstances. In any winding up of ABC, the
notes rank ahead of ordinary shares but behind
bond holders and depositors.
Suppose you purchase 500 ABC Capital Notes
at the issue date for $100 each.
The distribution being variable will be
determined by the prevailing 90 day BBSW
rate each distribution date. The distribution is
paid quarterly so the amount you are due to
receive four times a year will be:
(number of bonds x face value) x (distribution
rate / distribution frequency)
= (500 x $100) x (distribution rate / 4)
If the 90 day bank bill rate applicable for a
distribution is 3.05%, the distribution will be
3.05% plus the margin of 3.20% equalling
6.25%. Therefore the distribution for this
particular payment date would be:
= (500 x $100) x (6.25 / 4)
= $781.20
Note that each distribution payment date would
have a different distribution depending on the
90 day BBSW rate at the time. Distributions
would continue in perpetuity unless the note
was redeemed, converted, or an event was
triggered that meant the bank was entitled
to withhold the distribution. If you wanted to
exit your investment in the notes at any time,
you would have to sell them on ASX for the
prevailing market price.
11
ASX Codes
12
Settlement
Settlement of hybrid securities bought or sold
on ASX takes place in CHESS (Clearing House
Electronic Sub-registry System). You may hold
hybrid securities in CHESS either as broker
sponsored holdings or on the issuers register
as issuer sponsored holdings.
CHESS settlements normally occur on a trade
day plus three (T+3) basis and the quoted
prices for hybrid securities reflect this.
Price information
You can get information about current trading
prices through a number of channels including:
Financial websites such as the ASX website
www.asx.com.au
Your broker who should be able to provide
the current market price for any ASX quoted
security.
The financial press which carry a list of the
previous days market action and closing
prices.
Glossary
Accrued interest
Callable
Annual coupon
Capital note
A hybrid security that is essentially a debt
security but with equity-like features. Examples
include perpetual bonds, subordinated bonds
and knock-out bonds.
Capital price
Gross price less accrued interest.
CHESS
The Clearing House Electronic Subregister
System, a system for clearing and settling
trades executed on the ASX market and certain
other markets in Australia.
Basis point
One hundredth of a percentage point (0.01%).
100 basis points equals 1%. If a hybrid
securitys yield has gone up by 50 basis points,
it has gone up by 0.50% (eg from 4.00% to
4.50%).
Bid price
Convertible
A hybrid security that gives the holder or the
issuer the option to convert the security into
another type of security (often ordinary shares)
at a specified date or dates in the future.
Converting
A hybrid security that automatically converts
into another type of security (often ordinary
shares) at a specified date in the future.
Coupon
The interest amount paid on the specified
date to an investor in a hybrid security. It is
commonly expressed as a percentage rate.
Coupons can be paid annually, semi-annually
or quarterly or as agreed in the terms of the
security.
Call date
A date prior to maturity on which a call
provision may be exercised by the issuer.
Call provision
A provision in the terms of a hybrid security
giving the issuer the right, but not the
obligation, to buy back the securities from
the holder at a particular date or dates in the
future at a specified price.
Coupon date
The date on which the coupon interest is paid
to an investor of a hybrid security.
Coupon frequency
The frequency with which coupon (interest)
payments are made throughout the life of a
hybrid security. Usually this will be quarterly,
semi-annually or annually.
13
Coupon rate
Face value
Credit risk
The risk that an issuer may be unable to meet
the interest or capital repayments on a hybrid
security when they fall due. Generally, the
higher the credit risk of the issuer, the higher
the interest rate that investors will expect in
order to risk providing funds to the issuer.
14
Fixed rate
A hybrid security that pays a fixed rate of
interest over the life of the security.
Cumulative
Floating rate
Default
Dirty price
Gross price
Hybrid security
Discounted price
Issuer
Exchange-traded
A security or other instrument traded on an
exchange.
Knock-out bond
A bond that give the issuer or a third party
a right to extinguish the bond under certain
conditions.
Liquidity
The ease with which a hybrid security can be
readily converted into cash.
Maturity date
Perpetual bond
Nominal value
Put date
Nominal yield
A measure of the return on a hybrid security
based on the annual coupon payments
expressed as a percentage of the face value
of the hybrid security. It takes no account of
the current market price of the security or any
future capital gain or loss on the security. For
a fixed rate hybrid security, the nominal yield is
equal to the coupon rate.
Non-cumulative
Premium price
When the clean price or capital price of a
hybrid security exceeds its face value.
Principal
The face value of a hybrid debt security on
which interest is calculated.
Purchase price
The dollar amount paid to purchase a hybrid
security.
Put provision
A provision in the terms of a hybrid security
giving the holder the right, but not the
obligation, to require the issuer to buy back
the security at a particular date or dates in the
future at a specified price.
Putable
A hybrid security with a put provision.
Quarterly coupon
Offer price
Par value
The face value of a hybrid security.
Record date
Redeemable
Used mainly in the context of preference
shares to indicate that the holder has a right
to have the share redeemed for a cash amount
(usually its face value) and/or that the issuer
has a right to redeem the share for a cash
amount. This is in contrast to ordinary shares,
which are not redeemable.
15
Resettable
Term
Running yield
16
Time to maturity
The number of days until a hybrid security
matures.
Senior debt
Yield curve
Semi-annual coupon
A coupon that is paid twice a year.
Step-up security
A hybrid security where the coupon is stepped
up, that is increased by a nominated margin,
upon a specific trigger happening. Often the
trigger will be the issuer not exercising an
option to repay the security at a particular
date.
Subordinated bond
A bond whose rights with respect to payment
of interest and repayment of principal rank
behind (are subordinated to) another class
or classes of debt. The subordination may be
in favour of the holders of senior debt or to
ordinary creditors generally.
Yield
Yield to maturity
The average annual return an investor should
receive if they buy a hybrid security for its
current market value and hold the hybrid
security to maturity. The calculation factors in
coupon payments, the time to and amount due
at maturity, and the capital gain or loss that will
be made on maturity. It also assumes that the
coupon payments are reinvested in the hybrid
security.
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