CAPITAL MARKET OPERATIONS, PLAYERS, PRODUCTS,

EFFICIENCY, INDEX ETC

A PAPER PRESENTED
BY
MR. AZU ODITA
GENERAL MANAGER/CEO,
NETWORTH SECURITIES & FINANCE LIMITED
(A MEMBER OF THE NIGERIAN STOCK EXCHANGE)
LAGOS, NIGERIA
 Outline
• What is Capital Market
• Types of Market (Primary & Secondary)
• Products Offered
• Products offered and product development in the Capital Market
• Shares, bonds, debentures; etc
• Participants and roles in the Capital market
– SEC, Stock Exchange, Stock brokers, Issuing Houses,
Jobbers, Registrars, Institute of stockbrokers; etc.
• Methods of Accessing the Capital Market
Offer by Introduction, Offer for subscription, Right issue, Bonuses,
Offer for sale, Private Placement, Share split, construction,
reconstruction and consolidation
• Determining Appropriate Market Price for a Security
 1.0 THE CAPITAL MARKET
1.1 It is nice to begin the topic by reviewing our understanding of the capital
market. The capital market is a sub-set of the financial system that serves
as engine of growth in modern economies. It is that section of the financial
system that is involved in providing long-term funds for productive use.
The capital market therefore provides an option for governments and
companies to raise investment capital for the construction of waterworks,
bridges, schools and factories and purchase of vehicles, facilities and
equipment using such financial instruments such as equities and bonds.
The capital market can also be used as a vehicle to acquire other
companies. This compares with the money market, which represents the
short-end of the financial system that provides facilities for claims and
obligations whose maturity vary from one day to one year.

1.2 We can also look at the capital market as the network of institutions and
individuals made up of regulators, ad operators who, together, facilitate
the smooth operation of the market. In this regard, the capital market
constituencies can be broadly divided into four categories, namely:

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 1.2.1 Provider of funds (investors – individuals, Unit Trusts/mutual
funds, pension funds and other institutional investors)
1.2.2 Users of funds (companies and governments and their
agencies.
1.2.3 Intermediaries (facilitators – stockbroking houses, issuing
houses, registrars, etc.
1.2.4 Regulators (Government Regulatory Agencies, such as SEC,
and the Central Bank and self Regulatory Organization such
as The Nigerian Stock Exchange)

1.3 As can be seen in the foregoing review of the capital market, while the
providers of funds comprise individuals and corporate bodies, the users of
funds (issuer of securities) are expected to be companies and
governments. In other words, individuals may not be able to raise money
from the capital market as they can do in the money market.

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 Capital Market
• The capital market is a network of institutions and mechanisms
through which medium and long-term funds are made available to
businesses and governments and instruments outstanding are
transferred among investors.
• It establishes rules for fair trading practices and regulates the trading
activities of its members according to those rules.
• Stock Exchanges provide a market for the trading of securities to
individuals and organizations seeking to invest their saving or excess
funds through the purchase of securities.
• Globally, stock exchanges were established for the purpose of
facilitating, regulating and controlling the business of buying and
selling securities.
• Also it provide facility for buying and selling securities that have been
listed for trading on that exchange.
 Types of Market
• Globally, two markets are distinct:
• Primary
• Secondary
• In the primary market, new instruments are sold for cash through
investment agents
• The funds are then used for capital investment in form of retiring
outstanding securities of the company, financing new plant or equipment,
secure additional working capital, install modern IT infrastructure, branch
expansion etc.
• Cash generated goes to the issuing company
• In the secondary market, only existing securities are traded
• No new cash is made available for investment.
• The existence of the secondary market where existing securities can be
bought and sold enhances the efficiency of the flow of savings in an
economy.
• Cash generated goes to the selling investors
 Instruments Traded in the Capital Market

• Instruments can be divided into:

• Fixed Income Securities

Incomes derived from such securities are fixed and almost certain to
the investors irrespective of the fortunes of the issuer
– Bonds
– Unsecured bonds are normally called Debentures
» Bonds secured by real property are known as mortgage-bonds
– Mortgage-Backed Securities
– Asset-Backed Securities
• Variable Income Securities
- Equities
- Preference shares – Combines features of Equities and Bonds
– Derivative Securities
• Equity Instruments
• Also called ordinary shares or common stock or variable income securities
• These are the perpetual capital of companies
• Holders have claims upon the residual profits of a company
• Holders possess limited liability i.e. A shareholder is not liable for the debts
of the company beyond the amount of capital contributed. Unless the
shareholder owe the company some unpaid subscription on the shares.
• Equity holders’ rank last in the distribution of the company’s assets in the
event of bankruptcy or liquidation
• They are the most important element of corporate equity and are far more
numerous in the capital structure of companies
• Holders have rights to vote at meetings
• There are two sources of return to ordinary share investors: dividend and
capital gains.
• Instead of (and some times in addition to) cash dividends, investors are paid
stock dividends which translates to more shares
 Benefits of Investing in Equities
• An investor derives the following benefits:
• Participate in the fortunes of the company through dividends
- which forms part of the company’s profit
• Growth in portfolio through bonus shares – extra shares fully
paid out of reserves which are distributed to existing
shareholders
• Growth in portfolio through capital appreciation i.e. as
market prices of equities increases
• Right to attend and vote at shareholders meetings
• Use of share certificate as collateral for borrowings
• The feeling of satisfaction in contributing to business and
economic growth
 Benefits cont.
• Equity investments enable people to save with ease.
Such savings are automatically put to work for their
owners
• Avoid the adverse effect of inflation on savings as
equities over a long period of time produce compound
yields that exceed the rate of inflation
 TYPES OF BONDS

BOND: A bond is a security (similar to IOU) issued in connection

with a borrowing arrangements which obligates the issuer to
make specific payments (coupon payments) to the holder
over a period of time usually semi-annually).
Bonds generally fall under:

Corporate Bonds/Debenture.

§Government Bonds
§Federal Government Bonds
§State Government Bonds
§Local Government Bonds
§Municipal Bonds/Notes
§Agency Bonds
 TYPES OF BONDS

üCORPORATE BONDS
üDebenture: an obligation secured by the general
credit or earnings capacity of the issuer rather than
being backed by a specific lien or property.
üMortgage Bonds/Notes: secured by a lien on
property, equipment or other real assets.
üMini-Coupon and Zero-Coupon Bonds
üCallable/Non Callable Bonds
üBearer Bonds
üBook-Entry/Bonds
üGeneral Obligation Bonds
üRevenue Bonds
 FEATURES OF BONDS
v PAR VALUE:
-Amount paid to the stockholder on maturity of the bond.
-Discount or premium
v COUPON INTEREST:
-Annual/Semi-annual Naira interest paid to the bondholder
v MATURITY DATE:
-The date on which the issuer is obligated to pay the
bondholder
v SINKING FUND:
-Periodical application of money towards redemption of the
bonds
before maturity.
PRODUCTS CONT’D

vPREFERRED STOCKS: These are non-voting shares in a

company, usually paying a fixed stream of dividends.
Popularly known as Preference shares, they have features
similar to both equity and bonds. They promise to pay a
specified stream of dividends each year. Unlike Bonds,
failure to pay the promised dividend does not result in
corporate bankruptcy.
Instead dividends accumulate but ordinary share holders do
not receive any dividends until the preferred stockholders
have been paid in full. On liquidation, they rank after
bondholders but before ordinary shareholders.
Why would Investment in Bonds be Appropriate?
• Investors seeking steady cash flow
• Investors who do not have an immediate need for the
sum invested
• Bonds are excellent vehicle applicable in portfolio
diversification
Attraction of Bonds over Equities
• They are loans repayable over a relatively long period of
time, hence frees the issuer from short term funding
problems thereby permitting long term capital
investment
• The interest charge paid by the issuing firm is deducted
as an expense from profits before the computation of
corporate taxes (tax deductible)
• Interest on bonds are typically paid semi-annually while
equity holders are risk bearers
• In the extreme case of liquidation, bondholders are
creditors; hence have a claim ahead of equity holders.
 Instruments Contd
• Derivative Securities
• Available in most economies but intensity differs
• They are esoteric instruments
• Derivatives are instruments that derive their values from an
underlying security (stock, bond or basket of securities)
• Derivatives market does not trade in the basic securities, but
on the right to title on the underlying securities on the basis
of the future title to the securities.
• Derivatives are available on both financial and real assets
• The financial futures market operates to provide a hedge
against exchange and interest rates fluctuations
• Derivatives include futures and options.
– Financial futures represent a firm legal commitment between
a buyer and seller, where they agree to exchange something
at a specified price at the end of a designated time.
• Futures are available on baskets of stocks 9e.g. S & P 500
Stock Index) and are referred to as Stock Index Futures.
Futures on fixed income securities are called interest rate
futures
– Option is a contract in which the writer of the option grants
the buyer of the option the right to purchase from or sell to
the writer a designated instrument at a specified price (or
receive a cash settlement) within a specified period of time.
 Instruments Contd
• Real Estate
– One can participate in real estate as a creditor or an owner
– Direct participation is afforded by the direct acquisition of mortgages or
the indirect purchase of mortgage-backed securities
– Real estate pools that are similar to unit trust are called real estate
investments trusts (REITs)
• They are available for diversified debt and equity ownership in
pools of property of various types.
• Mortgage-Backed Securities
– Bond backed by mortgages are so called mortgage-backed securities
– They are usually issued by banks to large institutional investors and by
the government and by large mortgage companies
– The underlying collateral is a pool of mortgages
– Investors receive payments from the interest and principal on the
underlying mortgages
• Asset-Backed Securities
– These are securities issued by a special purpose company that holds a
package of low-risk assets whose cash flows are sufficient to service the
bonds
– Hence, instead of borrowing money directly, Companies sometimes
bundle up a group of assets and then sell the cash flows from these
assets
– It is these securities that are known as asset-backed securities
– Various assets are used as collateral
• International Equities
– Foreign stocks are attractive because many international companies
oblige investors with superior return potential
– Foreign stocks offer diversification possibilities
– Foreign stocks can be acquired directly at foreign stock exchanges by
purchasing Global Depository Receipts (GDR) or by acquiring
international unit trust or mutual funds
• American Depository Receipts/Global Depository Receipts
(ADRs/GDRs)
– These are investment instruments denominated in dollars and issued
through banks to offshore investors. It is a convenient method of
raising dollar-denominated capital to meet companies' foreign
exchange requirement.
– They are internationally traded securities linked to the underlying
shares of the local companies and provide a route to facilitating
foreign investment as they offer a convenient way for international
investors to hold shares in the local market.
– They are negotiable instruments possessing the features of common
stocks as each one represents a specific number of shares in a
specific foreign company.
– ADRs are traded on the NYSE, AMEX and OTC markets.
– ADRs are available only to America Companies and Investors
• The receipts are registered financial instruments in the country, in
which they trade and can be issued, either for existing shares, or as a
part of new equity issue.
• There is also a debt side of the ADR/GDR market that could be
explored by companies.
• A company issuing GDR may not be quoted on the foreign stock
market for Level I issue, but at Levels II and III, it would be
necessary to be quoted on the foreign stock market and be subject
to its rules and regulations.
• The methodology for raising a GDR involves an internationally
depository bank like the Bankers Trust Company of New York, issuing
depository receipts denominated in dollars on the basis of shares
deposited with a custodian institution.
Participants & Roles in the Capital Market: Regulators

• Securities and Exchange Commission

– The apex regulatory institution of the capital market
– Established by Government
– Registers listed securities
– Registration of stock exchanges and dealing members
– Sets the Rules and regulations and ensures compliance
– Market surveillance to prevent insider abuse
– Dispute resolution
• SEC’s Administrative Proceedings Committee
 Participants & Roles in the Capital Market: Regulators

• The Stock Exchange

• The Stock Exchange is a place where debt and equity securities of varying
types are traded transparently.
• It is a market that facilitates capital mobilization and allocation, as both
governments and companies can raise funds through the market on long
and most prudent terms through the offer of shares (by companies) and
bonds (by companies and governments).
• The facility, which the stock exchange provides for trading in existing
securities, removes the restriction that would have prevented individuals
from investing their savings in securities.
• The opportunity it offers for subsequent trading in existing securities has
made it a decisive factor in the success or otherwise of many corporate
issues -
– The availability of a secondary market – that is, daily trading of securities on
the stock exchange - engenders capital formation and socio-economic
development.
 Other Functions of The Stock Exchange

• Sets Rules and Regulations for Dealing Members

• Licenses Dealing members
• Listing Requirements for issuers of securities
• Facilitates the secondary trading of securities
• Mechanism for dispute resolution
The Nigerian Stock Exchange
• The Nigerian Stock Exchange is a private, non-profit making
organization, limited by Guarantee.
• It was incorporated via the inspiration and support of
businessmen and the Federal Government via CBN, but
owned by about 500 members.
– Dividend into Dealing members (Stockbroking firms)
and Ordinary members - financial institutions and
individual Nigerians of high integrity who have
contributed to the development of the Stock Market and
the Nigerian economy.
• The NSE is a mutual organization.
– The plan to demutualize was abruptly suspended in April
2009
• Investor Protection Fund
– To settle investors who incurred losses arising from the collapse of a
stockbroking firm.
– Each stockbroking house contributed N1 million to the fund
– Contribution being reviewed for an increase
– Fund managed by an independent Board of Trustees.
• Trade Guarantee Fund
– Established to protect the market’s integrity from the inability of a
stockbroking firm to settle a transaction
– The fund is managed by each of the 23 settlement banks on quarterly
rotation basis.
– There has been minimal recourse to the use of the fund.
– Each stockbroking firm contributed N100,000 to the fund.
– Defaulting house suspended from trading
– Contribution being reviewed upward
Financing The Nigerian Stock Exchange
• Transaction fees paid by members on every sell side (0.3% of consideration)
• Fees paid by firms when their securities are originally listed
• Annual listing fees (by issuers of listed securities, which is graduated based on
September market capitalization derived using the average monthly closing
prices of each security between January and September )
• Annual fees paid by dealing members based on the number of stockbrokers
employed in each house and a flat fee to cover the cost of maintaining the
trading booth.
– With the redesigning of the trading floor, we now have 223 workstations
trading simultaneously aside from remote access.
• Entrance fees from new members
• Subscription to Official Website
• Sale of historic trading and market information
• Sale of Publications: Annual Factbook, Monthly Report and Nigerian Journal of
Securities & Finance
• Penalties by quoted companies and stockbroking firms. (Not regular)
 Participants & Roles in the Capital Market:
Regulators
• Chartered Institute of Stockbrokers
• The Chartered Institute of Stockbrokers was established in 1990 and
chartered by Act 105 of 1992.
• Prior to the granting of the Charter, the Institute was known as The
Nigerian Institute of Stockbrokers, a company limited by guarantee.
– Hence did not have an Issued capital
• The Institute is the professional body statutorily responsible for regulating
the practice of stockbroking in Nigeria.
• The Institute has a Governing Council responsible for the administration and
general management of the Institute.
• The Council consist of the following members:
• (a) the President of the Institute; who is the chairman;
• (b) the two Vice-Presidents of the Institute;
• (c) a representative of the SEC;
• (d) a representative of The Nigerian Stock Exchange;
• (e) two representatives of the Banker's Committee
• (f) twelve persons to be elected by the Institute;
• (g) two persons to represent institutions of higher learning in
Nigeria offering courses leading to an approved qualification
to be appointed by the Minister;
• (h) a representative each of the following Ministries, that is -
• (i) Finance;
• (ii) Education; and
• (iii) Women Affairs and Youth Development;
• (i) past Presidents of the Institute who shall be entitled to
serve on the Council for a maximum period of three years
from the expiration of their terms of office as President of
the Institute.
• Functions of the Institute
• To admit members of the profession in the category of-
– (a) fellows;
– (b) members;
– (c) associates;
– (d) honorary members;
– (e) honorary fellows.
• Publishes the list of current stockbrokers annually
• Discipline members for offences through the establishment of Disciplinary
Tribunal and Investigating Panel
– The tribunal is known as the Chartered Institute of Stockbrokers Disciplinary
– Tribunal
– Charged with the duty of considering and determining any case referred to it
by the Investigating Panel
– The Tribunal consist of the President of the Council and six other members
of the Council appointed by the Council.
• There is also the Chartered Institute of Stockbrokers Investigating
Panel responsible for:
– Conducting a preliminary investigation into any case where it is alleged
that a member of the profession has misbehaved in his capacity
– Deciding whether the case should be referred to the Tribunal; or
– Submitting a report on any action taken in the past to the Tribunal.
– The Panel is appointed by the Council and shall consist of four members
of the Council and one member who is not a member of the Council.
• The Institute funds itself from Members subscription,
Examination/Exemption Fees, Sale of Publications (The Stockbroker),
Mandatory Continuing Professional Development – MCPD (seminars,
Workshop), Annual /Bi-Annual Conferences, subventions from CBN,
The NSE etc
Participants & Roles in the Capital Market:
Intermediaries
The Issuing House
• This is usually the first party to be appointed to manage
floatation
• They take a central role in putting together the
prospectus for the issue
• They may also assist in the selection of the other
parties.
• The issuing house is also responsible for registering the
issue with, and obtaining the approval of the SEC.
• The issuing house also prepares the allotment proposal
approved by the issuer for submission to SEC for
clearance.
 Participants & Roles in the Capital
Market: Intermediaries
Registrar
• The registrar is responsible for tallying and analyzing the
applications
• They execute the procedures decided upon for
provisional allotment for submission to the issuing
house.
• Upon confirmation of the clearance of the allotment
proposal by SEC, the registrar sends out stock
certificates to successful investors.
• They verify ownership in the dematerialization process
• Registrars’ fee is based on N30 per old application; N40
per new application
 Participants & Roles in the Capital Market:
Intermediaries
The Stockbroker
• He is a licensed dealing member of an Exchange
– To deal in financial instruments available in the Money & Capital Markets
• He is to act as sponsor of the issue in his capacity as a dealing member of
the Exchange.
• The stockbroker will make the application for listing and handle relationships
with the executives of The Exchange responsible for scrutinizing
applications.
• The stockbroker is also responsible for leading the parties to, and
introducing them at the Quotation Committee meeting and assist in
sounding out large potential investors to evaluate interest in the issue.
• The stockbroker is expected to guide the directors of the company on
compliance with the listing requirements.
• Ensures that the commission cheques of the stockbrokers that participated
in the public issue are prepared and dispatched to them (Usually on the
Trading Floor).
Other Roles of a Stockbroker
• Intermediate in the Treasury Bills Market (Money Market)
• Renders advisory and investment management services to clients
• Investment adviser in the government’s privatisation programme
• Performs custodial roles for clients
• Provides facility for margin accounts
• Collects and revalidates dividends for clients
• Act as stockbroker for public issues (IPO, Rights issues)
The Functions, Structure, Size of a stockbroking firm vary in order
to satisfy diverse needs of numerous classes of clients
• Roles in the market depend on Capital bases, Expertise and Status of
Registration
• Broker = N40 Million
• Dealer = N30 Million
• Broker/Dealer = N70 Million
– A broker transacts on behalf of customers only while a dealer transacts on
behalf of his company
Roles of Stockbrokers in Funds Raising & investment
Advice
Advise and Assist Fund Seekers
• Builds on contacts with Institutional investors
• Advise companies on the type of securities that may be offered
with the best chance of market acceptance, amount and timing of
issue
• Undertakes reorganization exercise for both public and private
sectors
• Advice and participate in offer for subscription, mergers and
acquisition, future expansion programme etc

Assistance to Capital Providers

• Mainly institutional investors and high networth individuals
• Stockbrokers give advice based on their appraisal of a company and its
security and available alternatives
Transacting in Larger Block of Securities for His
own Accounts
• To benefit from price appreciation (Buy Low Sell High)

Underwriting of New Issues

• The issuer will be able to finance part or all of his project
• Provides liquidity and promotes transfer of ownership from his
trading activities

Stockbroker Commission
• Primary Market: 0.125% of Market Value
• Secondary Market: 0.75 – 1.35% of Consideration
(Graduated)
Trustee
• Required when a bond is to be issued
• There is a need to set out the contractual obligations of
borrowers and lenders.
• This is constituted in a document called the “Trust
Deed” This usually contains among other information:
– Restriction imposed on the borrower, usually referred to as the covenant
– Assets to be pledged as security
– Creditors protection with regards to future additional borrowing by
borrower
– Principal repayment terms
 – Interest payment terms – coupon rate and when
payable
– Rights of creditors in case of default
– Bondholders are many and dispersed
– Hence, a Trustee is appointed to protect and enforce
the rights of the bondholders as contained in the Trust
Deed.
Trustee Minimum Paid Up capital is N40 million
Trustee Fee is between 0.035% – 0.10%
 Methods of Accessing the Capital Market
Offer for Subscription
• This is the direct sale of new securities (shares or debentures) to
the public before the shares are admitted by The Exchange for
trading.
• Guidelines specified by SEC and The NSE are to be complied with
before a company can undertake a public offering of its shares.
• It involves the preparation of selling documents – referred to as
prospectus and abridged prospectus, underwriting agreement
(optional), return sheet, printing of share certificates etc.
• The approval of SEC is required on pricing, timing and amount to
be offered
• The NSE approval is required for listing, certificates of exemption.
• Section 553 of the CAMA empowers The NSE to issue
Certificate of Exemption from the requirements of the
Act relating to the form and content of a Prospectus.
• The Certificate of Exemption is required to exempt the
issuing-company from printing the detailed prospectus
or rights Circular to be distributed to the investors.
– They would have only the abridged version.
– The detailed document will be available with the
stockbrokers and receiving banks for scrutiny.
Listing By Introduction
• Applicable where a company seeking listing has met the
minimum requirements with regard to the spread and
percentage of the issued shares held by the public
• The process does not lead to raising of funds but allows
the company participate in the market through
secondary market operations.
• The full complement of parties to an issue is not
required
– It is cost saving
Rights Issue
• Offer made to existing shareholders to acquire more shares in the
company usually at a concessionary price.
• The method is used when the majority of the existing shareholders
do not want a dilution of the shareholding structure and they are
willing to provide the additional capital required by the company.
• Rights are offered in proportion to existing shareholding
• May be in varying proportions i.e. 2:1 read as 2 for 1
– For every one share being held, the holder is entitled to purchase an
additional two.
• Rights can also be offered as derivatives to new shareholders.
– Rights Trading commenced on The NSE on July 13, 1998.
– Investors not willing to take up their Rights can sell it on the floor at a
price, which may allow new shareholders to invest in the company and
permit existing shareholders to increase their holdings.
Bonus/Scrip Dividend
• Also known as free issue.
• It is a method through which companies increase their
capitalization without selling additional shares.
• The effect is to increase the paid up share capital.
• A company with accumulated capital reserves/share
premium out of line with its issued capital may decide to
give additional shares to existing shareholders in bonus.
• It may be offered as a substitute or complement to cash
dividend.
• Scrip issues are offered in proportion to existing
shareholding at no cost.
• With e-bonus, shareholders account in the depository
are credited directly with the bonus
• The shareholders after receiving the notice can sell all or
part of it on the Trading Floor.
• For a company to issue scrip, it requires the
recommendation of the Board of Directors to the
shareholders at the AGM for approval.
• If the authorized capital of the company will be affected,
i.e. if the paid up capital and bonus issue will overshoot
the authorized capital, then the company should seek to
increase the authorized share capital with the Corporate
Affairs Commission before undertaking the scrip issue.
Offer for Sale
• Occurs when there is need to replace the equity interest
of existing shareholders.
• The fund realized go to the shareholders whose shares
are being offered for sale.
• Offer for sale has no influence on the balance sheet of
the company .
– The process will not lead to a change in the issued
shares of the company.
Private Placement
• Securities of a company are sold to clients of the issuing
house/stockbrokers handling the issue
• Instead of being offered to the general public or to existing
shareholders.
• Private placement involves the invitation to selected high net worth
individuals or corporate organizations to invest in a company’s issue.
• Companies usually embark upon the process when the promoters do
not want complete dilution of control.
• As the securities are not yet listed on the stock exchange, promoters
do not need to meet the exchange requirement for public issue.
• By SEC directive, Companies undertaking Private Placement are to
inform investors on whether there are plans to list on The Exchange
• Stock Split
• Prompted when the Company’s stock price has risen to a
level that management feels is out of the popular
trading range
• The occurrence of this anomaly will cause a decline in
the trading volume of the shares
• The outcome of a stock split is for the Company to end
up with more outstanding shares that would sell at a
lower price and have a lower par value than before the
split
• Split can occur at any ratio of new-to-old shares
• Several popular ratios are 2-for-1, 3-for-2 and 5-for-4
Determining Appropriate Price for
a Security
Commonly used valuation methods include
• Asset based valuation
* Value the assets of the company
* Establish value of outstanding liabilities
* Obtain net asset value (NAV) by deducting
outstanding liabilities from asset value
* NAV – Value of equity
This method alone is not appropriate for a going-
concern
• Earnings-based valuation
* Find the weighted average PAT for the past
5 years
* Multiply the weighted average PAT by an
appropriate P/E ratio to obtain value of
equity
This method can be used alone or in combination
with other methods.
• Discounted future cash flow valuation
* Prepare a forecast into the future of the
business future free cash flows.
* Identify an appropriate point in the future to
treat as terminal year (5 to 10 years into the
future)
* Treat all future cash flows from the terminal
years as a growing perpetuity
* Apply an appropriate discount rate to the
resulting free cash flow values
 Stages in Accessing the Capital Market

• INTRODUCTION
• From beginning to end, the process of taking a private company to
the Daily Official List of The Nigerian Stock Exchange can be
broken down into stages. The stages are:
• Consultation/Discussion Stage
• Decision Making/Mandate Stage
• Documentation/Packaging Stage
• Regulatory – NSE Quotation Approval/SEC Registration Stage
• Completion Board Meeting Stage
• Distribution/Marketing Stage
• Range of Analysis/Allotment Stage
• General Undertaking/Declaration of Compliance Stage
• Listing Stage
• 1. Consultation/Discussion Stage
• A company that desires to raise funds and is
considering the stock market option may approach
its local banker or an issuing house.
• Alternatively, an issuing house may approach a
company with a proposal for re-capitalization
through the stock market. If the initiative is from an
issuing house, the benefits of public quotation will be
explained to the company.
Decision Making/Mandate Stage
• After discussions with the proposed issuing house, the management
or Board or owners will meet and resolve to go public. This meeting
could be held alone or with the financial advisers in attendance. The
memorandum and articles of association will be suitably amended
through passing the necessary resolutions to facilitate this.

• A successful public quotation process is a product of team effort and

the composition of that team will be a crucial factor in the outcome
of the exercise. Professional advisers, which a company had used in
the past, may not necessarily be suitable or experienced to take the
company to the market because of the specialist input required.
• Parties to an Issue
• In any public quotation or public offer process, the
following parties (or some of them) are involved:
• The Issuing House
• The Stockbroker to the Issue
• The Reporting Accountant
• The Solicitor to the Issue
• Underwriter
• Registrar to the Issue
• Receiving Banker
• Trustee
• Solicitor to the Trustee
•
Documentation/Packaging Process
• After all the parties to the issue have been appointed, the
first all parties meeting is called.
• At this meeting, functions are allocated to everybody and a
timetable of the issue is also drawn up.
• Costs and fees are agreed and all the parties proceed to
work and package the issue.
• If need be, a second all parties meeting is held to finalize
and get the application ready.
• For a fast tract approval of the Council of The Nigerian Stock
Exchange, the application to The Exchange must be
accompanied with the following documents:
• Detailed Application (2 copies);
• Listing fee;
• Abridged Application for Quotation and Listing on The Nigerian Stock
Exchange (20 copies) specimen copies of the abridged form are attached
(Appendix);
• Certificate of Incorporation and evidence of attaining a Public Limited
Company (PLC) status (2 copies);
• Memorandum and Articles of Association (2 copies);
• Certified copy of the Board Resolution:
– Authorizing the issue of all securities for which listing is sought;
– Approving or authorizing the issue of the prospectus; and
– Increasing the share capital of the company in order to absorb the
proposed issue.
• Audited accounts (1 copy) for each of the 5 (or 3) completed financial
years of the applicant company immediately preceding the date of the
application;
• A copy of the draft Trust Deed (or document securing or constituting the
stock), which must comply with the Listing Requirements (this is
applicable in case of loan stock or debenture);
• A copy of the draft Underwriting Agreement (where applicable) and
commitment letters from the consortium of underwriters. A signed copy
must be submitted after execution of the underwriting agreement;
• A true copy of the Reporting Accountants statement on:
• 5 years financial results, incorporating statement of adjustments; and
• The profit forecast and the cash flow projections for the next 2 to 3
years.
• A copy of the pricing proposal submitted to the Securities and Exchange
Commission (SEC);
• A copy of the Draft Prospectus;
• Estimated cost of the issues (final cost must be submitted later);
• Offer Time Table;
• A certified copy of every report, valuation, resolution
or other document any of which is extracted or
referred to in the prospectus;
• Consent letters from all the parties to the issue;
• Updated list of Receiving Agents.
NSE Quotations Approval/SEC Registration Stage
• The Stockbroker submits the application to The NSE
with a covering letter and the NSE application fees for
registration and queuing for the next Quotations
Committee meeting, which is usually the last Thursday
of the month.
• The Stockbroker will continue his liaison with the
Quotations Department to clarify any possible queries
and to know the date of the Quotations Committee
meeting in order to inform the issuer.
• The following officers/parties must appear and defend
the application before the Quotations Committee of
Council:
• The CEO of the Issuer Company;
• The Company Secretary;
• The Head of Finance or Chief Accountant;
• The CEO of the Issuing House;
• Solicitor to the Company/Issue;
• Trustees and their solicitors (in case of debentures);
• The Registrars, the Chairman and other Board members
and management staff (optional).
• The Stockbroker to the issue leads the delegation to the
Quotation Committee meeting to defend the application.
• The Stockbroker introduces the Issuer’s team to the
Quotations Committee.
• If the application is successful, the Stockbroker will be
informed and he should liaise with The Exchange for the
collection of the approval letter. If the application is
rejected, the Stockbroker/Issuing House is informed of
the reason for the rejection. The Quotations Department
may suggest ways for repackaging the application to
meet the expectations of The Exchange. In the same
vein, the Issuing House files an application with SEC,
ensures that approval is granted and the collects SEC’s
approval letter.
Completion Board Meeting Stage
• Upon final approval by the Committee, The Exchange issues a
letter of approval to indicate that the issue may proceed.
However, before the exchange issues the Certificate of
Exemption, the following offer documents must be submitted with
a request for the Certificate, seven (7) working days to the
proposed date for the Completion Board Meeting:
• An letter indemnifying The Exchange from any loss associated
with any litigation arising from the issue
• The proof-print of the Prospectus
• The proof-print of the Abridged Particulars of the Prospectus
• The proof-print of the Advertisement and Posters
• The updated Offer timetable and cost of Issue.
• If the request for a Certificate of Exemption is not submitted early
enough, it might not be available before the Completion Board meeting
because the DG/CEO of The Exchange has to personally sign the
certificate.
• All parties to the issue, including the directors of the issuing company,
will meet (at the “Completion Board Meeting”) to issue and sign the offer
documents holding themselves individually and severally liable for all
information contained in the prospectus and other offer documents. The
Certificate of Exemption confers on the issuer the right to issue and
circulate an abridged version of the detailed prospectus. If the issue is
underwritten, the underwriting proceeds are paid at this stage.
• After the Completion Board meeting and before the offer opens to the
public, copies of the documents executed at the Completion Board
meeting will have to be lodged with The Nigerian Stock Exchange
Distribution/Marketing Stage
• The Issuing House distributes application forms to all receiving
agents.
• The required number (50 copies of abridged and 25 copies of
hardcover) is submitted to The Exchange for distribution to Branches
and Council Members.
• The application list opens on the selected date and closes after 4 to 6
weeks. If extension in the application closure date is required, the
Stockbroker must get the written approval of The Exchange.
• Any variation in the offer documents (both prospectus and other
documents) must also be supported with the written approval of The
Exchange.
• A similar approval must also be sought and obtained from SEC by the
Issuing House.
• The launch of a new public company on the stock
market is a delicate operation, which requires
favorable conditions for a successful outcome.
• Two of the most important elements are timing and
pricing.
• A listing which, is otherwise sound, can fail if the
timing is poorly judged.
• if all other circumstances are positive, the market is
not likely to accept an issue, which is over-priced.
Range of Analysis/Allotment Stage
• If the issue is oversubscribed, the Registrar prepares a range of analysis on
how the securities should be allotted.
• After the range is agreed upon, allotment is done and the pattern used is
sent to SEC for information.
• A copy of the allotment pattern is also sent to The NSE for information.
• Monies in respect of unsuccessful/rejected applications are returned.
• Applications may be rejected because of incidences of multiple applications
or the applications were not under seal (in the case of companies).
• If the issue is under-subscribed, every subscriber is allotted in full and the
balance of the security is warehoused if there is no standby underwriting.
• If the issue subscription is under 25% the issue is aborted and the proceeds
returned to subscribers.
• At the conclusion of allotment, allottees are sent share certificates or
Account in Depository credited in case of e-ipo
• The payments of proceeds are made to the issuer along with commission to
receiving agents (stockbrokers and banks).
 General Undertaking/Declaration
of Compliance Stage

• Application for listing supported by:

ü Copy of approved allotment proposal
ü Newspaper cutting of announcement of the allotment
ü Evidence of dispatch of return monies and share
certificates
ü Executed “General Undertaking” Declaration of
Compliance

• General Undertaking & Declaration of Compliance

to be signed by a director & Company Secretary
under seal

§ At this point the company also requests for a 70

listing date.
 Listing On The Exchange
On the date the company is to be listed, it is mandatory
for the Stockbroker, CEO, Company Secretary, Finance
Director and Registrar of the company to come to The
Exchange for briefing at 9.30 a.m. They will be informed of
the importance of complying with the post listing
requirements, submitting timely reports to The Exchange
and getting approval before publishing any reports, notices
or circulars. The Chairman of the Board of Directors and
other members of the management team may also attend
the briefing and/or listing sessions, but it is not mandatory
for them. The Quotations Department will arrange for the
team to have copies of the Daily Official List for that day
and to attend and observe the day’s trading at the Floor.
Thereafter, the company will be listed on the Daily Official
List.

71
 Merits of Listing
• Profile – A stock exchange listing leads to enhanced
publicity, which assists companies in expanding market share
or breaking into new markets. An enhanced profile also helps
in the recruitment of high quality staff.
• Raising Capital – Listed companies find it easier to find
investors prepared to acquire new shares, thus raising
additional capital to finance expansion.
• Acquisition Opportunities – Listed companies are in a better
position to expand through acquisition using own stock, e.g.
Total merger with Elf and Unipetrol takeover of Agip were
both done using stocks.
• Exit Route for Current Owners – A listing enables the current
owners of the company to sell down more easily part or all
of their company, thus realizing cash.
 Post Issue
Documentation Requirements
• At this stage, the company prepares and delivers to The Exchange,
the following documents:
• Copy of the Approved Allotment Proposal;
• Newspaper cutting of the Announcement of Allotment in the
newspapers;
• Form of General Undertaking proposal on the letterhead paper of the
applicant company.
• Declaration of Compliance in the form outlined in the Listing
Requirement
• The Company Secretary and a Director must sign the General
Undertaking and the Declaration of Compliance, which must be under
the company’s seal.
• On submitting these documents, the company can request for a
listing date
 Concept of Underwriting
• To provide guarantees for the success of a public offer, the
issuing company may arrange partial of full underwriting of
the shares to be issued.
• The issuing house is, in fact, obliged to underwrite at least
80% of the issue.
• Underwriting is a financial intermediation process involving
risk bearing by the Underwriter who gives the Issuing
Company a firm price when marketing a primary issue.
• An underwriting contract is, therefore, a guarantee that in
the event of under-subscription, the underwriter will pay an
agreed amount to the issuing company and take possession
of the un-subscribed shares (to be warehoused) for sale
later on The Floor of The Exchange.
• Three forms of underwriting are set out in the ISA 1999:
• Best Effort basis: An Underwriting term in which the Underwriter
agrees to do his best to sell as many shares as possible to the public.
• He does not buy the securities outright
• The Underwriter has no liability for unsold shares
• Firm Underwriting – Take all the remaining unsubscribed portion after
issue
• Standby basis – Here, the underwriter makes a firm commitment to
take any balance of the issue unsubscribed by investors. Proceeds of the
issue including the underwriting commitment made available to the issuer
within six weeks from the close of subscription lists.
• Underwriting commission is Negotiable
• A minimum paid up capital of N100 million is set for Underwriting
Companies
• Underwriting commitments not disposed off within six months must be
reported to SEC.
 Market Efficiency
• Efficiency implies that all resources are being used to the
potential.
• Information Efficiency implies the Price of a Security reflects
ALL information relevant to pricing the Security.
– A pricing efficient market implies efficiency in the
processing of information i.e. the prices of capital assets
at all times are based on correct evaluation of all
available information
• Allocation Efficiency relates to the ability of the market to
direct capital to the projects with the highest risk-adjusted
returns.
• Operational Efficiency is achieved when transactions
completed on a timely basis, accurately and at low cost.
 Efficient Capital Markets
• Efficient Capital Markets are markets in which the security
prices fully reflect all relevant information that is available
about the fundamental value of the securities
– Fundamental Value is the Present Value of the Future
Cash Flows that the owner of the security expects to
receive.
• The anticipated cash flows for stocks consist of the Stream
of expected dividends plus the expected price of the stock
when sold
• New information about the fundamental value of the
securities will be reflected in price through competitive
trading
• The Search for mispriced stocks by Analysts and their
subsequent trading make the market efficient and make
prices reflect fundamental values.
Efficient Market Hypothesis (EMH)
• EMH is about the way the market process information and how
the information influences security prices
• EMH postulates that it is impossible to “beat the market”
because existing share prices always incorporate and reflect
ALL relevant information
– All historical information on prices and volumes are already reflected in
current market prices
– Therefore past performance has no influence on future performance or
market values
• Hence, it is impossible for investors to either purchase
undervalued stocks or sell stocks for inflated prices
• A stock’s price is equal to its investment value
• EMH Classifies Efficiency into three levels: WEAK, SEMI-
STRONG AND STRONG FORMS.
– These are distinguished by the degree of information reflected in
security prices
 Weak Form of Efficiency

• EMH in its weak variant implies that successive stock

prices are mostly unrelated and that prices tend to move
in a random manner or walk
• Randomness being confirmed by analysis of successive
price changes indicating low serial correlation coefficient
• It is impossible to make consistently superior profits
by studying past prices.
 Semi-Strong Form of Efficiency
• Security prices reflect past prices and all publicly available
information
• Only traders with access to non-public information can earn
excess profits.
 Strong Form of Efficiency
• Prices reflect all the information that can be acquired
by painstaking analysis of the company and the
economy
• We would observe lucky and unlucky investors in the
market
• No investor can consistently beat the market
 EMH, Technical and Fundamental Analyses:
Basic Difference
• EMH is concerned with the impact of information on stock prices.
• The view of EMH proponents is that prices will adjust instantaneously to
a shift in market fundamentals
• It is different from fundamental analysis, which requires that investment
selection process be based on certain fundamental economic, industry
and company variables
• Similarly, the aim of Technical Analysis is to detect whether there are
recurring and predictable pattern in stock prices, which can be used to
generate abnormal trading profits.
• The technicians believe that shifts in market fundamentals can be
detected before the impact of those shifts is fully reflected in prices
• Technicians also believe that irrational forces affect market
fundamentals. Hence the underlying trend would be accompanied by
random fluctuations in prices. If the market adjusts slowly to this
random fluctuation, there will be opportunities for abnormal profit
• Financial markets in advanced countries are more
efficient that their counterparts in developing
countries.
• This can be attributed to the following:
– Lower level of development in information
technology and communications,
– Insufficient number of skilled analysts
– Lack of investor sophistication
– Inadequate regulation to control sharp practices
– High transaction costs.
o1

Importance of EMH in Capital Market Development

• Information Efficiency is necessary if funds allocated through

the capital market are to flow to the highest valued-projects
• Shareholders desire maximum stock prices
• Maximization of stock prices can result in the capital market
directing funds to the most valuable projects only if stocks are
efficiently priced in the sense of accurately reflecting the
fundamental value of all expected future cash flows
• According to EMH, a market is efficient if it functions in such a
way that transactions costs to buyers and sellers in the market
are relatively low and information on new developments is
quickly disseminated to all parties.
• Risk has its reward and on average, investors obtain greater
returns for incurring greater risks. Consequently, if investments
are always efficiently priced in the market, the only way for the
average investor to obtain above average return is to take on
more risk.
Slide 84

o1 osoba, 5/21/2009
• Over the years, numerous studies have found that the
capital market are weak form efficient while some have
reported semi-strong form efficiency.
• Markets do not appear to be strong-form efficient
• Hence, possessors of inside information have a definite
advantage over the average investor.
• Professional fund managers access to inside information
CANNOT consistently obtain returns above the entire
market average. Unless they are willing to take on an
above average level of risk.
 Trading and Settlement Systems

Types of Trading
• Spot: A trade in which cash is paid for immediate delivery
• Future Trade: Price is agreed now but actual payment and
transfer of good are in the future
• The Nigerian Stock Exchange at inception started with Call-
Over or Open Outcry of orders
• Introduced Automated Trading System (ATS) on April 27,
1999
• All 13 Trading Floors are connected to the Trading Engine
• For on line real time access
• Remote Trading from offices of Dealing member firms
• Possess electronic surveillance capabilities
• Tightly coupled interface with the Clearing House
 Important Concepts
Bull
• An adjective to describe an upward price stock
movement
• A person who believes that security price will rise and
who buys on that assumption
• Bulls are market optimists and take a favorable or
constructive view of business conditions
• One may be a bull on a particular security without being
bullish on the entire market
• The successful trader is neither going to be a bull or a
bear but one who adjusts his attitude to fundamental
conditions
Bear
• A person who believes that security price will decline
• It is more particularly applied to a market in which the downward
tendency has been prolonged or is expected to be prolonged, with
minor upward interruptions, over an extended period such a year
or more
• If allowed by regulation, a bear can profit from a declining stock
market by selling a stock short
Below Par
• A price quoted below the face value of a security
Stag
• A Speculator who buys and sells stocks rapidly for fast profits
Spread
• The difference between the bid and offer prices of a
security
• This difference maybe narrow or wide depending
upon the demand and supply of the particular issue
and the activity of its market
Stock Dividend
• The payment of dividend in the form of shares rather than cash
 What is a Central Depository

• It is a facility (or an institution) for holding securities, which

enables securities transactions to be processed by book
entry.
• Physical securities may be immobilized by the Depository or
securities may be dematerialized (i.e. so that they exist only
as electronic records).
• In addition to safekeeping, a CSD may incorporate
custodian, clearing and settlement functions.
• A Depository (CSCS) is an organization like a Central Bank
where the securities of a shareholder are held in electronic
form through the medium of a Stock broking firm/Depository
Participant.
• It is a centralized bank for shares.
 How the Depository Works
• The Depository System functions very much like the
banking system.
• A bank holds funds in accounts whereas a Depository
holds securities in accounts for its clients.
• A Bank transfers funds between accounts whereas a
Depository transfers securities between accounts.
• In both systems, the transfer of funds or securities
happens without the actual handling of funds or
securities.
• Both the Banks and the Depository are accountable for
the safe keeping of funds and securities respectively.
 The Central Securities Clearing System

• The Central Securities Clearing System Limited was incorporated on July 29,
1992 as a subsidiary of The Nigerian stock Exchange.
• It operates a computerized clearing, settlement and delivery system for
transactions in shares listed on The Stock Exchange.
• Functions:
• Central depository for share certificates of companies quoted on The
Nigerian Stock Exchange.
• Sub-registry for all quoted securities (in conjunction with registrars of
quoted companies)
• Issuer of central securities identification numbers to stockbrokers and
investors
• Clearing and settlement of transactions
• Safe Keeping/Custodian (in conjunction with custodian member(s) for local
and foreign instruments).
• The Central Securities Clearing System (CSCS) Ltd. was commissioned on
April 8, 1997 and commenced operations on April 14, 1997.
•
• Stock Market Delivery And Settlement Process
Prior To CSCS
• In most cases, it took between 3 months - 12 months to receive Share
Certificates
• Cancellation and frequent issuance and re-issuance of Certificates after sales of
shares
• Constant signature verification
• Capital Gains was not exploited
• Some Dealing Members sold what they did not have while some bought without
money to pay.
• Numerous complaints on failed transactions
• Loss of Certificates
• Risk was very high - undue delay, manually operated, manipulations due to long
transaction cycle, minimal transparency, therefore general lack of confidence in
the system
• These problems were worldwide and needed solution. Thus, CSCS was
established to speed up the delivery and settlement system of the capital market
• T+3 Settlement Cycle - Procedure
• Day T.By 4 p.m. of Day T (Transaction Day), CSCS sends advice of Day T
stockbroking firms net financial obligations to their respective settlement
banks. This is an information to alert the banks about their client’s
commitment on Day T+3. (Not to be used for any update by the banks).
• Day T+2 By 12.00 noon of Day T+2, settlement banks to alert CSCS
about the
• possibility of any broker’s inability to meet his financial obligation on Day
T+3. The alert can be by fax, e-mail, letter or telephone. Stockbroking
firms are to verify from their settlement banks, The NSE and CSCS their
ability to meet their financial obligation of their Day T transactions on Day
T+3.
• By 5 p.m. of Day T+2, CSCS sends advice of Day T transactions,
stockbroking firms’ net financial obligations to their respective settlement
banks for processing.
• At the same time, Inter-bank settlement advice/instruction
for Day T transaction is forwarded to Nigerian Inter Bank
Settlement System (NIBSS) – a subsidiary of Central Bank of
Nigeria to be applied (for processing) on Day T+3 at the
Beginning of Day (BOD).
• Day T+3By 9.00 a.m. stockbroking firms/custodians or any
high net-worth individual must have funded their accounts
for Day T transaction.
• NIBSS debit or credit settlement banks’ CBN account in
accordance with the Inter-bank settlement instruction
received from CSCS Ltd.
• Settlement banks debit and/or credit on Day T+3, Stock
settlement effected on Day T+3. In effect, Delivery versus
Payment (DvP) assured.
• Problems encountered with stockbrokers and
registrars?
• Occasional unauthorized stock transactions on clients
account by some stockbroking firms
• Various errors on the Certificate Deposit Forms
accompanying the share
• certificates lodged in CSCS for processing which are returned
for correction.
• Use of multiple share certificate numbers which are rejected
by the system and returned to the registrar for provision of
unique certificate numbers
• Late lodgement of share certificates in CSCS Ltd by some
registrars.
• Electronic Bonus (E-Bonus)
• The Securities and Exchange Commission (SEC) and The
Nigerian Stock Exchange (NSE), the regulators of the
Nigerian capital market, formally announced their approval
for electronic bonus (e-bonus) shares in September and
December 2004 respectively.
• E-bonus refers to electronic form of bonus shares.
• It means that when a Quoted Company declares script or
bonus issues, rather than issue physical bonus share
certificates to investors, they are converted to electronic
form and credited to the investors stock account in the
Central Securities Clearing System (CSCS) depository under
the investors stockbroking firm account with CSCS and a
credit advice sent to the investor.
Benefits of Electronic Bonus
• E-bonus enables shareholder’s stock accounts to be
automatically and electronically credited with their bonus
shares in CSCS System for immediate transaction.
• Electronic bonus shares would eliminate postal delays and
loss of certificates in –transit
• E-bonus hastens stock transactions which is time saving.
• Shareholders can easily take advantage of price movements
immediately after approval of bonus shares, which would
enhance liquidity in the market
• Share certificate forgeries and theft are eliminated
• E-bonus will save cost of printing bonus certificates,
postages, replacements etc
•
• The cumbersome process associated with bonus share
certificates including verification are eliminated.
• Shareholders can easily update and know their shareholding at
a glance, which makes stock account reconciliation easier.
• Improved confidence and transparency in the capital market.
• It simplifies Share Transmission and Nominal Transfers
• The need for special storage facilities (safes or fire proof
cabinets) for certificates and space are eliminated. E-bonus is
the safest and quickest method of handling such security
documents.
• It internationalizes bonus issue and places the Nigerian capital
market on the same pedestal with international capital market
where share certificateless system has been operational.
• No more unclaimed bonus and all associated costs.
 Benefits of the Central Depository

• Short stock transaction cycle (T+3 days)

• Transparent stock transaction
• Guaranteed delivery and payment for shares.
• Ability to use shares in the CSCS as collateral to obtain
loan facility
• Ease of monitoring and updating stock holdings.
• Centralized registry thus reduces cost of portfolio
management
• Ability of tracking down history of transactions
Challenges
• Initial Funding difficulties. There was no money to establish the
CSCS. The stock exchange literally went cap-in-hand looking for fund
to establish the CSCS. Some patriotic Nigerians, individuals put their
money on the line to establish CSCS.
• Manpower problem
• Broadening the income stream of CSCS in the face of the global
meltdown and decline in share prices
• Power supply.
• Convincing Nigerians to deposit share certificates into the system.
– Nigerians were not convinced that they should part with
their share certificates.
 Automated Clearing
Dematerialization
• This is the elimination of physical certificates or
documents of title which represent ownership of
securities so that securities exist only as accounting
records.
• Dematerialisation (“Demat” in short form) signifies
conversion of a share certificate from its physical form
to electronic form for the same number of holding which
is credited to the investors account opened with a Stock
broking firm/Depository Participant (DP) or in custody of
a Central Securities Depository.
The benefits of dematerialization
• Trading in the secondary market now requires investors to have a
demat account with the CSCS through their Depository Participants.
With this development, electronic transaction will be the only way
everyone will trade.
• All risks associated with physical certificates such as delays, loss in
transit, theft, mutilation, bad deliveries, etc. are eliminated.
• The concept of an “odd lot” in respect of dematerialized shares
stands abolished, i.e. in the demat mode, market lot becomes one
share.
• Dematerialized securities are most preferred by banks and other
financiers for providing credit facility against securities. Generally,
demat securities attract lower margin and lower rates of interest
compared to physical securities.
•
• The payment mechanism (usually through a broker) between the
• buyer and seller continues to be as before. Also the usual brokerage
• fees and statutory charges would have to be incurred. However, both
• the Cash and Stock settlements occur same day for scripless trading
• which means Delivery versus Payment (DvP) in practice.
• Shares bought are transferred in your name on the very settlement
day. Transfer of ownership takes four (4) working days ( i.e.T + 3
settlement cycle).
• No courier / postal charges for sending share certificates / transfer
deeds.
• Facility for freezing / locking of investor accounts, which enables you
to make your account non-operational, for instance if you are abroad.
• Investors prefer to buy shares which are already in dematerialised
form.
How you demat your shares?
• A market can make a choice of the transition mode to
dematerialization that is considered effective and efficient for
the region, investors’ interest being paramount.
• Possible options may include:
– A one-time full dematerialization
– A gradual approach
• Regardless of the approach being adopted, shareholders
need to open a demat account with CSCS through their
Stockbroking firm (Depository Participant).
• The investor would be given a unique Clearing House
Number (CHN), which must be quoted in all correspondence
with any Depository Participant.
 The Stock Index
• An Index is a numerical value used to measure changes in a variable or
group of variables.
• The Index is set at a hypothetical numerical level on the base period or
starting point against which a percentage change can be compared to at
any particular point of time.
• The Stock Market Index is a specialized tool used essentially to capture the
overall performance of the stock market.
• An index can also be employed to measure how well a given equity or bond
portfolio is performing.
• If an investor owns more than one stock, it is cumbersome to follow each
stock individually to determine the composite performance of the portfolio.
• Hence, to supply investors with a composite report on market performance,
some investment firms (such as Arbitrage, Vetiva, Afrinvest, Dynamic
Portfolios to mention just a few) have developed stock market indexes.
• Indexes generally enhance and support the business of stockbrokers,
investment banks, analysts and the financial press.
•
• The stock index will reveal the overall trend in the equity market. In
other words, how in general the market is performing?
• It is a comprehensive measure of market trends indicating the
general stock market price movements. Thus, the index will be
the investor’s yardstick for the level of the whole stock market, or a
certain group of stocks, against which the performance of individual
stocks/portfolio can be measured or judged.
• Indices are global instruments used by investors in developed as well
as developing markets.
• Usually, indexes are constructed with a particular objective in mind
and they differ with respect to the stocks included in the basket,
method of weighting and the procedure for computation.
– Also, we have equity and bond indexes.
• The index measures the moves up or down of stocks or bonds or
funds etc reflecting market price and market direction.
 Types of Stock Index
Indexes can be either broad or sample-based.
•

• Broad based indexes

• are composed of a large number of stocks with the
objective of reflecting movements in large or
generalized markets
• Sample-based indexes are composed of smaller
numbers of stocks and have the objective of reflecting
movements in small or focused markets.
• The assumption is that a small percentage of the total
population will provide valid indications of the
behaviour of the total population if the sample is
properly selected.
• Notable Examples of Broad-based Indexes are:
• Standard and Poor’s Indexes
• American Stock Exchange Index
• New York Stock Exchange Index
• Dow Jones Equity Market Index
• Wilshire 5000 Equity Index
• NASDAQ Series
• The Russell Indexes
• Tokyo Stock Exchange price Index (TOPIX
• Nigerian Stock Exchange Index
• Sample-based indexes
• The notable feature of the available sample indexes is that
they are composed of all the highly capitalized and perhaps
the most profitable companies spread across key sectors of
the economy.
• Few samples were concentrated on because; over time
analysis has shown that about 50 equities accounted for
between 89 – 94 per cent of the total market capitalization.
• By concentrating on only a carefully selected sample,
analysts are able to study performance and make valid
predictions on the overall market.
• The results obtained will be comparable to that obtained by
taking higher sample or the entire market.
• General Guidelines for including stocks in a sample-based
index include:
• Companies with largest market value within their industry,
• Companies must be in important industry segments within
the country’s economy
• Ownership of the companies outstanding shares is carefully
analyzed in order to include widely held companies and
reject closely held companies
• Ample liquidity and efficient share pricing on the stock, both
the financial and operating conditions of the company must
be analyzed in order to include companies that are relatively
stable.
• Notable examples of Sample-based indexes are:
• Dow Jones Industrial Average composed of 30 large, well known industrial
stocks that are the leaders in their industry (blue chips) and are listed on
the NYSE. This is the oldest and most popular stock market index. The index
is price-weighted; hence a higher priced stock carries more weight than a
low-priced stock.
• Nikkei Stock Average Index also referred to as the Nikkei-Dow Jones
Average based in Japan utilizing 225 of the stocks listed on the First Section
of the Tokyo Stock Exchange (TSE). Also price-weighted and is the most
well known series in Japan.
• CAC based in France and composed of 40 liquid blue chip stocks
• The FT-SE 100 (The Footsie) based in UK initiated in 1984
• The FT-SE Mid 250 based in UK introduced in 1992
• The Listing on any major sample-based index is regarded as a status
symbol, which strengthens corporate image, and improves access to funds.
 Stock Index Construction
The Stock Exchange All-Share Index
• The Exchange has since January 3, 1984 published a
stock exchange index.
• The index is an aggregate of the market capitalization of
all of the industrial equities listed in the market. The
computation of the index is explained below.
• It started with a base value of 100.
• Value-weighted indexes are generated by deriving the
initial total market capitalization of the included stocks.
• Subsequently, a new market value is computed for all
equities in the index and current market value (t) is
divided by the preceding market value (t-1), which is
multiplied by the preceding index value
• The NSE Index is given by the formula:
•
• Current Market Value of Companies X
Preceding Index Value
Preceding Market Value of Companies

Index Maintenance
• The NSE Index is computed on daily basis.
• This involves daily monitoring the stock market for any
stock price adjustment, company additions/deletions,
cash/stock dividends and share changes due to listing of
additional shares.
• These actions may necessitate adjustments to either the current
price or outstanding shares issued by the company or both which
invariably may change the company and overall market capitalization.
Base Adjustment in The NSE Index
• Such adjustment is designed to make the Index after the changes
equal to the Index before the changes.
• The changes envisaged here include new listings, delistings, and
increase in the issued capital of listed companies.
• Conversely, it is undertaken when non-market events occurred on
the market especially when the capitalization of a company stock is
artificially adjusted. This may occur under the following
circumstances:
• Additional share listing by companies through
Rights/IPOs/POs
• Delistings / Mergers / Spin-offs
• To compensate for these, the base is adjusted such that
the index value after the event is equal to the value
before the event.
• Base adjustment is undertaken after the close of
trading.
• This adjustment ensures that the new value of the index
is the same as it would have been without the non-
market event.
 Importance of Stock Index
• The Index Summarizes the Entire Market: The market capitalization
figures runs into trillions, while index figures are shorter.
• To Measure Market Performance: A primary application is to obtain
total returns for the entire market or some component of it over specified
time period and apply the rates of return computed as a benchmark to
judge the performance of individual portfolio managers.
• For Performance Benchmarking: It is now a normal practice for fund
managers to use indexes as benchmarks for evaluating their portfolio.
• To Develop Indexed Portfolio: In active and developed stock markets,
it is usually difficult for fund managers to consistently outperform specified
market indices. As an alternative, fund managers invest in a portfolio that
will emulate this market portfolio. The obvious alternative is to invest in a
portfolio that would emulate the market portfolio.
– This led to the creation of index funds whose purpose is to track the
performance of the specified index over time and derive similar rates of
return
• Marketing Instruments: International investors can compare
the performance of the country’s index to other indices around
the world.
• To Forecast: This is based on the belief that past price changes can
be used to predict future price movements. Prices of companies
represented in the index are equivalent to the present value of future
cash flows. If future cash flows are expected to change (increase or
decrease), the index will reflect these expectations.
• For Inter-Country Comparisons: Indexes are used to analyze
events and returns in the stock and bond markets of different
countries.
• Allows for Self-Regulating Markets: With indices, arbitrageurs
can easily identify discrepancies in the market and correct the market
to ensure that prices are accurate.
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