Capital Market
Capital Market
Capital Market
1. A capital market provides individuals and firms with an avenue to raise funds
for their needs and wants. It is of two types – primary
market and secondary market
2. .The market plays a crucial role in economic development. It mobilizes
savings from individuals, banks, financial institutions, real estate, and gold,
thus diverting savings from unproductive channels to productive areas.
3. Commercial banks, financial institutions, individual investors, insurance
companies, business corporations, and retirement funds are the major
suppliers of funds in the market.
4. There are usually long-term investments here, such as shares, shares, debt,
government securities, debentures, bonds, etc. Stock exchanges operate the
market predominantly.
Primary Market
The primary market is for trading freshly issued securities, i.e., first-time trading. It
enables an initial public offering. It is also known as the new issues market.
Here, companies raise funds with the help of preferential allotment, rights issue,
electronic IPOs, or the pre-selected issue of securities or private placement. Usually, like
an investment bank, the intermediary attaches an initial price to the shares. Once the
sale materializes, firms take their shares to the stock exchange to facilitate trading
between different investors.
Secondary Market
The trading of old securities occurs in the secondary market, which occurs after
transacting in the primary market. Both stock markets and over-the-counter trades come
under the secondary market. We also call this market the stock market or aftermarket.
Examples of secondary markets are the Philippine Stock Exchange (PSE), the New York
Stock Exchange, NASDAQ, etc.
It mobilizes parties’ savings from cash and other forms to financial markets.
It bridges the gap between people who supply capital and people in need of
money.
Any initiative requires cash to materialize. Financial markets are central to
national and economic development as they provide rich sources of funds.
For example, the World Bank collaborates with global capital markets to
mobilize funds to achieve its goals, such as poverty elimination.
The International Bank for Reconstruction and Development (IBRD) has
assisted over 70 countries by raising nearly $ 1 trillion since the first bond in
1947. Likewise, a report suggested that the European Union companies need
to turn to this market to manage their pandemic balance sheet as banks alone
will not suffice.
For the participants, the exchange instruments possess liquidity, i.e., they can
be converted into cash and cash equivalents.
Also, the trading of securities becomes easier for investors and companies. It
helps minimize transaction and information costs.
With higher risks, investors can gain more profits. However, there are many
products for those with a low-risk appetite. In addition, there are some tax
benefits obtained from investing in the stock market.
Usually, the market securities can work as collateral for getting loans from
banks and financial institutions.
1.5 DOWNSIDES
Downsides
The Philippine Stock Exchange (PSE) is the only stock exchange in the Philippines.
Considered one of the oldest bourses in Asia, PSE traces its roots back to the country’s
two former bourses – the Manila Stock Exchange (formed in 1927) and the Makati Stock
Exchange (formed in 1963). The Manila and Makati bourses were unified in 1992 to form
the PSE.
The PSE continues to serve and regulate the Philippine equities market with the
objective of maintaining efficiency, fairness, and transparency. At present, the PSE offers
a comprehensive end-to-end roster of services which include listing, trading, market
data, clearing, and settlement.
From the regulatory, technology, and business aspects of its operations, the PSE
commits to present various opportunities for its ecosystem of investors, issuers, trading
participants, data vendors, regulators, and shareholders; and ultimately, deliver greater
value to the capital markets.
Vision
A premier exchange with world-class standards for trading securities and raising capital that
serves as a strong engine for a robust economy.
Mission
Offer products and services responsive to the needs of investors and other
stakeholders.
Develop a highly motivated and professional workforce, committed to serve and
excel.
Be a preferred venue for raising capital.
Operate efficiently to optimize shareholder value.
Practice and promote good governance within the Exchange and among listed
companies and trading participants.
Adopt world-class systems and global best practices for an efficient, fair, and orderly
market.
Provide a facility for fair, accurate, complete, and timely information about listed
companies, while extending market education and awareness programs to
investors.
Corporate Values
Corporate Structure
Organizational Chart
Board of Directors
2.4 PSE LISTING’S ADVANTAGE
A private company with a profitable track record raises capital by offering its shares
to public investors.
Distribution or offer to sell new shares and/or existing shares of a company to the
general public.
Listing by Way of Introduction Private company applies for listing of securities that
are already issued or securities that will be issued upon listing.
No public offering is undertaken prior to initial listing either because the company’s
securities are already deemed publicly held, or when listing is mandated by law, the
SEC, or other government agencies.
Public offering after listing may be required for specific applicants.
2.6 INVESTING PROCEDURE
Investing Procedure
Step 1: Choose a Broker
Choose a stockbroker. The PSE has a complete list of information about all its trading
participants who are authorized and qualified to trade securities for you. This list is also
available on the PSE’s website and the telephone directory’s Government and Business listings
yellow pages under the category of stock and bond brokers. Aside from representing you in the
stock market, a stockbroker can also offer you services such as access to market
reports/studies, on-time delivery of important documents, and advise on your investments. It is
then important that you trust your stockbroker and that you are satisfied with its services.
Step 2: Open an account
You shall be required to open an account and fill out a Customer Account Information Form and
to submit identification papers for verification. The stockbroker will then assign a trader or
agent to assist you in either buying or selling any listed security. There are also stockbrokers
who have an online trading facility that allows you to post orders by yourself, but sufficient
understanding of how the stock market works is key. If you choose to be assisted by a trader or
agent, you can discuss with him/her what stocks you want to buy or sell.
Step 3: Give your Order
Give the order to your trader, and then ask for the confirmation receipt. Your buy or sell orders
are relayed to the stockbroker’s dealer for execution. In an automated system as in PSE, the
order is keyed in through a trading terminal and automatically matched. Confirmation of done
trades – via phone, email or online – is made as soon as possible and subsequently, an official
confirmation or invoice should be delivered to you.
Step 4: Pay before your settlement date
Pay before settlement date. The delivery or payment should be made before the settlement
date of T+3. For traditional stockbrokers, settlement of transactions is usually done after three
(3) working days from the transaction date. This means that for transactions done on Monday,
as an illustration, payment should be received by Thursday. Meanwhile for online stockbrokers,
settlement of all transactions is done on the transaction date. Settlement of accounts is
performed by the clearing house.
Step 5: Receive Your Proceeds/Shares
You shall receive from your broker either the proceeds of sale of your stocks (after 3 business
days) or proofs of ownership of stocks you bought (confirmation receipt and invoice). If you
wish to have a physical certificate of the stocks you bought, you can give instructions to your
broker and pay the required upliftment fee. You can purchase shares of stocks either through
an initial public offering (IPO) or through the open market (also referred to as the secondary
market). Shares sold through IPOs are offered for the first time to the public by the company
(primary market) whereby proceeds of the sale go directly to the company. Shares of listed or
publicly traded companies are only bought during trading hours. These shares have since been
transferred from one owner to another and proceeds of the sales do not go directly to the
company but to the owners of the shares.
You’re all set!
All equity transactions, whether buying or selling, have a settlement period of T+3 (trading day
+ 3 working days). This means that a seller should be able to deliver the stock certificate, if any,
to his broker and the buyer must have paid the cost of transaction to his broker within 3
working days after the trade was done. Historically, settlement was done manually (27-day
cycle). With scripless trading, wherein settlement is done via the book-entry-system (thru
Philippine Central Depository or PCD), transactions are settled on the third day after trade date.
Under this system, the investor has the option to hold on to his certificate (uplift) or deposit
(lodge) this certificate in PCD through his broker-participant account.
Equity trading is done by board lot or round lot system. The Board Lot Table determines the
minimum number of shares an investor can buy or sell at a specific price range. Therefore, the
minimum amount of initial investment varies and will depend on the market price of the stock
as well as its corresponding board lot. Prices of stocks move through a scale of minimum price
fluctuations.
2.9 BUYING TRANSACTION
Mr. X wishes to buy a stock whose market price is P10.00. Based on the Board Lot Table, the
number of shares he can buy at a regular transaction should be in multiples of 100 shares. In
this case, if Mr. X wants to buy 1,000 shares (which is a multiple of 100 shares) his required cash
outflow will be as follows:
*Broker’s commission varies depending on value of transaction, with a maximum allowable rate
of 1.5% (please refer to Table 2 below)
**Stock transaction tax levied on sellers only
***VAT included
****If a selling client has certificates, he/she needs to have this converted into book-entry form
in the PCD system. A cancellation fee of P20.00 + 12% VAT and transfer fee of P100.00 + 12%
VAT will be charged. In the illustration above, the combined cancellation fee and transfer fee to
be paid by the selling client will amount to P134.40 (P22.40 + P112.00).
2.11 TRANSACTION FEES & TAXES
Transaction Fee
The Exchange collects 1/200 of 1% (0.5 basis points) on gross value for every buy and sell
transaction executed. The fee is exclusive of 12% value-added tax (VAT).
Clearing & Settlement Fee
The Securities Clearing Corporation of the Philippines collects 1 basis point on gross value for
every buy and sell transaction executed. The fee is inclusive of 12% VAT.
Brokerage Commission
A stockbroker is compensated for his services in executing orders on the Exchange through
commission charges, which are paid by both the buyer and seller to their respective brokers.
For trade transactions covering equity and equity-related products, the maximum commission
rate is 1.5% of the total transaction cost plus 12% VAT. The minimum commission rates depend
on the amount of the transaction. (See Table 2)
Upliftment/Withdrawal Fee
If a buying client opts for a stock certificate to be issued in his name, he must make the request
through his broker who will then issue the upliftment request through the PDTC system. Upon
receipt, PDTC will then submit the request to the transfer agent for the issuance of the
certificate. PDTC will charge the broker an upliftment/withdrawal fee of Php50 per certificate
issuance request. The transfer agent will charge their usual issuance fee per certificate on top
of PDTC’s upliftment/withdrawal fee.
Cancellation Fee
If a selling client has physical certificates, he must have the certificates converted into book-
entry form in the PDTC system by requesting, through his broker, for a direct transfer (DT) with
the transfer agent, which costs Php100 (plus 12% VAT) per certificate for the transfer of
ownership of shares to PDTC Nominee Corporation (PCNC).
In addition to the DT fee, a client must pay cancellation fee of Php20 (plus 12% VAT) to the
transfer agent for cancellation of the certificates to be lodged in PDTC (for lodgment of shares).
This is applicable only to listed equities.
Stock Transaction Tax
Sales of equities listed and traded on the Exchange are subject to a stock transaction tax of 3/5
of 1% (60 basis points) of the value of transaction charged to the seller, in lieu of the capital
gains tax. The sale, barter or exchange of shares of stock listed and traded at the PSE are
exempt from documentary stamp tax.
Withholding Tax
Under the National Internal Revenue Code of 1997, and except in cases where tax treaties are
in force, dividends received from domestic corporations are subject to a withholding tax of 10%
if the recipient is a citizen or resident alien, 20% if the recipient is a non-resident individual
engaged in trade or business in the Philippines, 25% if the recipient is a non-resident individual
not engaged in trade or business in the Philippines, and 30% if the recipient is a non-resident
foreign corporation. Dividends received by domestic and resident foreign corporations are not
subject to tax. The rate of income tax withheld on dividends paid to a non-resident foreign
corporation may be reduced to 15% if the country in which the non-resident foreign
corporation is domiciled (a) imposes no taxes on foreign-source dividends or (b) allows a credit
against the tax due from the foreign non-resident corporation for taxes deemed to have been
paid in the Philippines equivalent to 15% of such dividends.
MODULE 3
1. The entity has been enlisted in the PSE since July 14, 1983.
2. The Board lot is 10 shares. Hence, the minimum number of shares to be acquired or
sold is only 10.
3. The par value is P1. The total number of shares issued is 1.128 Billion, the total
number of shares outstanding is 1.111 Billion, and the total number of shares
enlisted in the PSE is 1.123 Billion. Note that the difference between the issued
shares and the outstanding shares are called treasury shares. Can you compute, how
many the treasury shares?
4. The last trade price of JFC is P200 per share while the average 52-week high is
P259.80 while the average 52-week low is P182.
Let us also analyze the market price of JFC for the past one-year:
What have you noticed in the movements of JFC's market or quoted price in the PSE?
Illustrative problem:
On June 15, 2020, Mariah Company acquires 300 shares of Jollibee's equity securities. The
purpose is for nontrading. The market price per share is P142.50.
Requirements:
Solution:
After 2 years, let us analyze the fair value of the Investment in Jollibee Food Corporation:
3.3 DIVIDENDS
Dividends - It is an accretion of wealth on the part of the (buying) investor.
It is also the return on interest given by the investee/selling investor to the buying investors. It
can be:
Three important dates about Dividends in the form of income:
1. Date of declaration - The date when the Board of Directors approved the
distribution of dividends. On this date, dividends are earned but not yet received by
the buying investor. The selling investor on the other hand will charge a portion of
its retained earnings.
2. Date of record - The date when the stock and transfer book of the corporation is
closed. Only those shareholders registered as of this date will are entitled to receive
dividends.
3. Date of payment - On this date, dividends are paid by the investee/selling investor
to the buying investor.
Types of dividends:
1. Cash dividends
2. Property dividends
3. Share dividends (stock dividends)
4. Liquidating dividends
Note: The basis for dividends is the outstanding shares of the company.
Notice that on May 2, 2022, JFC's Board of Directors (BOD) declared a P1.07 cash dividend per
share, for common shareholders as of May 5, 2022, and distributed cash dividends on May 19,
2022.
Further notice, that Jollibee issued aside from common/ordinary shares, issued a variety of
preferred shares.
Preferred shares are given priority as to dividends distribution and liquidation of corporate
assets over common/ordinary shareholders. However, the dividends distribution to preference
shareholders can only be fixed; at the same time, they do not have a voting right. Only
common/ordinary shareholders can vote for the corporation's Board of Directors (BOD).
1. Dividend-on - Shares are sold after the date of the declaration but before the date
of record. The purchased share has add-on dividends on
it.
2. Ex-dividend - Shares are sold after the date of record but before the date of
payment. The dividends will be received by the original
holder.
To apply the concepts. Let us solve the illustrative problem and make some accounting journal
entries on it:
Illustrative problem 1:
On September 30, 2021, Marian Company receives a P5 cash dividend per share on its
investments to Dingdong Company of 2,000 shares and costing P200,000.
The date of record is October 30, 2021, and the Date of payment is December 15, 2021, for
dividends respectively.
Assuming, Marian sold the investment to Zia Company, on October 15, 2021, for consideration
of P250,000.
Assuming, Marian sold the investment to Zia Company, on November 15, 2021, for
consideration of P250,000.
Illustrative problem 2:
Module 4
4.1 Investment in equity securities: Valuation
Looking at the listing process above, in the First step: The preparatory process, we notice that
one of the requirements is the valuation of the company's stock. Hence, before quoted price of
a publicly-listed company's equity securities is available in the PSE, that company should first
value its equity securities internally. We call that process estimating the entity's intrinsic value.
There are two basic models available, namely: the discounted dividend model and the
corporate valuation model.
We will discuss the two models on the succeeding pages.
4.2 Discounted Dividend model
Under the Discounted Dividend model - the value of the equity securities is based on the
present value of the future dividends expected to be generated by the stock.
The mathematical equation would be:
MODULE 5
4.1 INVESTMENT IN EQUITY SECURITIES: VALUATION
Looking at the listing process above, in the First step: The preparatory process, we notice that one of the
requirements is the valuation of the company's stock. Hence, before quoted price of a publicly-listed
company's equity securities is available in the PSE, that company should first value its equity securities
internally. We call that process estimating the entity's intrinsic value.
There are two basic models available, namely: the discounted dividend model and the corporate
valuation model.
Solution:
Solution:
Solution:
Solution:
Illustrative problem:
The expected growth of dividends for the next 3 years is 7% and the year thereafter is 5%.
What is the expected dividend per share for each of the next 5 years?
Solution:
4.4 NONCONSTANT GROWTH
Nonconstant growth or supernormal growth is the part of the firm’s cycle in which it grows faster than
the economy as a whole.
Generally, in the firm’s early years, they grow faster than the economy as a whole until they match the
economy’s growth, and eventually grow at a slower rate than the economy.
The horizon date is the date when the growth rate becomes constant.
The horizon, or continuing, value is the value at the horizon date of all dividends expected thereafter.
Requirements:
Solution:
The horizon date is the date when the growth rate becomes constant. Hence, it will occur at the end of
the 2nd year.
*The required rate of return is used to compute the PV of 1.
Remember, free cash flow is the firm’s after-tax operating income less the net capital investment.
Illustrative problem:
WACC* 10%
Ordinary shares outstanding 100,000
Solution:
MODULE 5
Bonds are a certificate of indebtedness whereby an Issuer (the debtor) borrows funds from an Investor
(the creditor).
The contract of the bonds between the parties is called Bond Indenture.
There are two types of bonds, namely: Term bonds (lump sum) and Serial bonds (paid on installment).
Bonds are passive investment assets. It serves as proof that its issuer (either the government or a private
corporation) has borrowed money from you and they will pay you what you’re owed plus periodic
interest payments over the period indicated on your bonds’ terms.
Let’s say that the government has an infrastructure project that will cost them 50 billion pesos. After the
government exercises all their possible options for funding, they may find that they’re still short of 5
billion pesos. One solution is to issue multiple bonds totaling that amount, but promising to pay it back
after several years plus interest.
Individuals, organizations, and even foreign governments can buy these bonds in exchange for the
money the government needs and will be known as creditors or debt-holders. After the specified bond
tenor has passed, the bond matures, and creditors can claim their debt plus the interest that they’re
entitled to.
Types of bonds
Bonds in the Philippines can be classified into two: government bonds and corporate bonds.
Government bonds, also known as sovereign bonds, are either placed up for auction with institutions
that can distribute them further to the retail investors, or sold directly to the general public.
Corporate bonds are those issued by private corporations listed on the stock exchange. Corporations
may issue bonds to investors to expand their business or sustain their operations.
Compared to investments like stocks and mutual funds where you risk incurring a loss depending on
market conditions, sovereign bonds are considered relatively risk-free, as the risk of the government
defaulting is relatively low.
With the country’s steady economic growth, it’s unlikely that the Philippine government would be
unable to pay its bonds when the time comes.
However, take note that this isn’t an investment that guarantees 100% safety from risk. Major events
like a revolution or a country defaulting due to its huge foreign debt are possible. However, this is
unlikely to happen in the Philippines where growth is relatively stable.
As for corporate bonds, if the issuing company ever goes bankrupt, it will be liquidated to pay off any
remaining debt. Because bonds are considered debt, holders of its corporate bonds will be prioritized –
even put ahead of those holding its stocks.
Portfolio diversification- As the saying goes, don’t put all your eggs in one basket. If you’re planning on
investing in multiple investment products, the low-risk features of bonds can offset potential losses that
high-risk investments may incur.
Fixed income- Depending on the type of bonds you buy, interest can be paid periodically, giving you
fixed passive income on top of your other sources of income or revenue.
Better interest income- Other low-risk, interest-based options like savings accounts and time deposits
offer lower interest rates. The income you receive from bonds is much higher compared to the other
two.
There is still a risk of default- As mentioned earlier, buying bonds is not 100% risk-free. It’s unlikely that
the Philippines may undergo a scenario wherein economic growth suddenly plummets and it defaults
due to its debts, but the chance of it happening exists, albeit being remote at this point. As for corporate
bonds, creditors are prioritized over stockholders, but that doesn’t guarantee that you’ll be paid in full
depending on the corporation’s amount of debt upon liquidation.
Opportunity costs- Bonds are the relatively safer option, but there’s no guarantee that they will do
better than high-risk, high-reward investments. In many cases, the gamble investors take on stocks can
greatly pay off. For bonds, the smaller profits (interest payments) are steadier as committed by the
issuer. Typically in normal markets, stocks generally perform better in the long run. But in case of a
recession or a decline in the market, bonds are the better option for those who want to play it safe.
Directly from the Bureau of Treasury’s authorized selling agents (you can find announcements of new
bond offerings within the business sections of newspapers when they are issued or announced)
Through brokers in the secondary market (this will entail additional brokerage fees on top of your
withholding tax)
Bond funds. These aren’t exactly bonds, but pooled investment funds by authorized financial institutions
and companies. Your profits come from bond investments, in which the investors’ pooled money was
invested. Examples of these funds include mutual funds and unit investment trust funds.
The interest rate indicated on the face of the bonds is called nominal rate or stated rate or coupon rate
while the interest rate available in the market is called effective rate or market rate or yield-to-maturity
rate.
The face amount of bonds > than Initial cost of bonds = Discount
An amortization table is also needed to compute the carrying amount or the market price of the
investment in bonds at a certain period.
Interest received = Face amount * Nominal rate
Notice: The total interest income is equivalent to the difference between the face amount and quoted
price.
If the present value/carrying amount/current market price of the bonds is not available, you can
compute it using this formula:
If the Face amount is less than the Current bond's carrying amount/Present value/market price then
there is a premium.
Similarly, if the Nominal rate is greater than the Effective rate then there is also a premium.
Illustrative problem:
*Again, the interest income on December 31, 2022, which is the end term of the bond is a work-back to
ensure that the total amortization equals the P108,344 premium.
*80,000-19,417.67=60,582.33
MODULE 6
Bonds - It is a certificate of indebtedness whereby an Issuer (the debtor) borrows funds from an Investor
(the creditor).
The contract of the bonds between the parties is called Bond Debenture.
Type of bonds:
Secured bonds (real estate mortgage / pledged with immovable assets) and
Registered bonds (bondholder on the book of a corporation) or Coupon / Bearer bonds (unregistered);
Callable bonds (redeemable) and Convertible bonds (right to exchange for shares).
Under this module, we will focus on serial bonds and callable bonds.
Investment in Serial bonds is paid by the issuer on an installment basis to the buying investor. The issuer
on the other hand will recognize the bond issued as serial bonds payable.
Under serial bonds, the collection by the investor includes not just the interest but also the maturing
principal portion. On the other hand, the issuer of the bonds will pay not just the interest but also the
maturing portion of the principal.
Hence, in getting the present value, you need to get both the present value of the principal and the
interest received.
(Bonds at a premium):
On January 1, 2020, Celine Company acquired bonds issued by Mariah
Company.
Requirement 1: Compute the Present value/Current market price of the investment in serial bonds.
Solution:
From the above data, after computing the present value of the bonds payable, it is then compared to its
face amount.
**750,000*11%=82,500
***Beginning carrying amount multiplied by the effective rate equals interest income.
****762,813.50*10%=76,281.35
*****Beginning carrying amount less premium amortization less principal collected equals ending
carrying amount.
*****762,813.50-6,218.65-250,000=506,594.85
******The end of the term interest income only work-back. The total amortization equals the premium.
Annual payment every December 31 P250,000 (for the principal)
Requirement 1: Compute the Present value/Current market price of the investment in serial bonds.
Solution:
Can you identify the difference in treatment between a discount and a premium?
Bond investments can have derecognition through early retirement or redemption or selling a portion of
the bonds. These are callable bonds.
The Sales price/Redemption price/Retirement price is compared to the latest carrying amount to arrive
at a gain or loss on sale: