Chapter 8 Flashcards
(42 cards)
LSE Market
LSE provides a primary and secondary market. It provides facility for new issuance in its role as a primary market.
In its role as a secondary market, it provides a marketplace (almost entirely electronically) for dealing in various securities.
The LSE comprises the main market, the AIM market, the International Securities Market (ISM) and Professional Securities Market (PSM). Combined cap of £3.5 trillion.
Daily dealing on LSE comprises:
* Shares of domestic PLCs (on main market or AIM)
* ETFs and other products
* International equity
* UK fixed income
* Local authority fixed-interest securities
* Eurobonds and other international bonds
LSE primarily operates in:
* Equity markets & primary issuance – LSE enables companies domestic and internationally to raise capital through the aforementioned markets.
* Trading Services – Provides a highly liquid secondary market for trading in a range of securities including equity, covered warrants ETFs, ETCs, REITs, fixed interest, CFDs, depositary receipts and derivatives
* Information Services – Provides real time news and prices
* Multilateral Trading Facilities & Derivatives –
o Millenium Exchange is an LSE venue for processing MTF trades. LSE has begun to resemble the OTC market in this regard. All trades must meet the LSE and FCA transparency obligations.
o Processing derivatives has expanded the use of this platform and brought the cash equity and derivatives markets closer together. Although the bulk of custom derivatives business is still conducted ‘off-exchange’ by dealers and investment banks in the swaps market.
Companies Law
Company Law and Company Acts (2006 particularly) which outlines general requirements for companies such as preparation of annual accounts, auditing and AGMs being held. The 2006 iteration covers areas such as:
* Company name
* Memorandum of Association
* Articles of Association
* Share capital and maintenance of capital
* Meetings
* Communication with Shareholders
* Directors’ duties
* Company Secretary and company record
* Annual report and accounts
UK Market Structure
The FCA, PRA and FPC
The FCA
Three strategic objectives aimed at ensuring quality functionality of financial markets.
1. Appropriate Degree of Protection for Consumers
2. Protect and enhance the integrity of the financial system
3. Promote effective competition in the interests of consumers
The FCA has a secondary objective to facilitate international competitiveness and UK Economic growth in the medium to long term. This is not at the expense of the three pillars.
Strong competitiveness in domestic financial services enhances international competitiveness.
FCA must give authorisation to exchanges hoping to operate in the UK. Authorisation gives an exchange RIE status. Meaning it has sufficient systems and controls to run a market.
FCA is tasked with setting listing and continuing obligation requirements of firms seeking full listing on the LSE. This includes relevant EU directives. Enforcing the disclosure and transparency, listing and prospectus rules aims to protect investors and promote transparency.
LSE operates the exchange and secondary market although the FCA can suspend listing of particular securities and remove their secondary market trading activity.
The PRA
Regulates dual regulated firms on their prudential regulation. Part of the BoE. Three objectives:
1. Promote safety and soundness of their regulated firms
2. Secure appropriate protection got insurance policy holders.
3. Facilitate effective competition between regulated firms
The FPC
Established in 2013 as a macro-prudential regulator within the BoE to monitor and respond to systemic risk.
Personal Investment Management and Financial Advice Association (PIMFA)
Trade association for investment management firms and those providing financial advice.
Aims to provide an operating environment so that firms can deliver the best service to clients and responsible stewardship for their long-term savings and investments.
Objectives
1. Provide investment and financial advice firms with a diverse, unified voice
2. Provide leadership by consolidating technical insights with research policy work
3. Lead debate on policy and regulatory recommendations to ensure an optimal environment for firms and clients. Maintain UK position as a centre of excellence.
4. Promote the industry as a key catalyst for savings and investment in the UK
5. Promote greater understanding of the sector and its role as beneficial force in transforming the way people save and invest
6. Facilitate dialogue across stakeholders and developing best-practice guidance
CISI
Professional body for securities, investment, wealth and financial planning professionals.
Provides qualifications and resources for professional development and set codes of conduct and ethics for those in the industry
CISI charitable objectives include:
* Promotion of the dissemination of knowledge in the securities and investment field
* Development of higher ethical standards for practitioners in securities and investments to promote standards in the UK and overseas
* Act as an authoritative body for consultation and research in matters of education concerning investment in securities.
Issuing, Listing and Quotation
A company aiming to sell shares to the public via IPO must be of PLC status. The largest companies will aim to list on the LSE main market.
Companies seeking full listing must comply with the entry criteria (Listing Rules) which are FCA administered.
Advantages
* Raising public profile
* Increases liquidity and marketability of shares
* Easier and cheaper access to new capital
Disadvantages
* Costs and accountability arise from listing and maintaining a listing through greater disclosure and compliance requirements
* Give up partial control
* Takeover target
Requirements by the Stock Exchange
- Main Market
* £30m minimum market cap and minimum 10% free float
* Market value of any bond issuance minimum £200k
* All securities are freely transferable and hold third-party approval for dealing
* Three years trading history
* Annual GCS showing sufficient working capital to last 12 months
* Dual class structures are allowed within premium listing segment to encourage innovative (founder led) firms to enter public markets sooner - AIM
* Company must appoint a nominated advisor NOMAD to advise the directors of their AIM responsibilities
* Company must appoint a nominated broker to make a market and facilitate trading in the company’s shares and provide ongoing information about the firm to interested investors.
IPOs
Capital raising methods for issuers which allow for raise of substantial sums of capital and generate mass publicity for the issuer.
For investors it allows for diversity of their existing portfolio with shares in a new company.
It provides opportunity for large scale capital gains in success stories, but also crash and burns or acquisitions (which can still be highly profitable).
Stages of an IPO
1. The decision – Decision to undertake an IPO and consideration to pros and cons of a public offer.
2. Preparation of Prospectus – Necessary document drafted in conjunction with the whole team of advisors. This includes the investment bank, reporting accountants and legal advisers. Must conform to the relevant prospectus regulation.
3. Sale of Securities – Investment bank manages the sale and establishes a syndicate in conjunction with the lead manager to assist with the sale of the securities to clients.
Greenshoe
This allows the underwriter to sell an additional 15% of their allotment at the offering price if demand exceeds the expectations.
It provides stability and liquidity to the IPO that has such high demand that the share price immediately rises above the offer price and stays higher.
Assuming the underwriter has initially oversold the offering by 15% (and are short) they can then go into the market and buy back the 15% and incur a loss.
Methods of issuing
Public Offers
* Offer for Sale – Public is asked to subscribe for shares at a price decided by the public. The company will sell the shares at a price where most (if not all) will be sold. Anyone offering less will receive no shares, anyone offering more will only pay the agreed final price.
* Offer for Subscription – Public asked to subscribe for shares at a fixed price by the company.
Placings
Offered to specific investors and not the general public. These are specific individuals who are likely to be interested in investing in the company.
There is no requirement for a full prospectus when marketing to these investors.
Introductions
Large number of shares already floated so shares can be listed without much administrative formality. It allows creation of market for the shares ahead of possible future issuance through an existing market price.
Prospectus Regulation
- The summary must be no more than 7 pages and written in clear, concise, comprehensive and non-technical language
- Risk factors must be grouped so that there are no more than 10 categories and only the most material factors included in each group
- Regular issuers can file a Universal Registration Document which speeds up the approval process
- SMEs may publish a Growth Prospectus where offers of securities to the public are less than 30m Euros per year.
- Issuers listed on a regulated market or SME growth may publish a simplified prospectus for secondary issues.
- Issuers promoting only to sophisticated investors do not need to produce a prospectus
Trading Methods for Bonds
Bond trading can occur between dealers, (arranged by IDBs) or between dealers and customers.
Dealer – Dealer Trading occurs through:
1. Telephone Contact
2. Indirectly through an IDB
3. Via an electronic market, known as an electronic trading platform
Dealer – Customer trading is via voice or electronic platform.
Generally corporate bond trading is exchange driven. The order book for retail bonds (ORB) is the LSE electronic retail bond order book (the first of its kind).
Smart contracts
Smart Contracts facilitate, verify, and enforce negotiation performance of a contract. They execute if statements and dominate ledger technology.
Ethereum is the main platform for smart contracts and shows how contract programs can be facilitated, verified and enforced on a distributed basis.
Ethereum allows two parties to enter into a contract without a third party.
Initial Dex Offerings
A crowdfunding technique enables cryptocurrency projects to introduce their coins through decentralised exchanges.
IDOs are quite similar to ICOs albeit the fees are much lower and there is no requirement for approval from the exchange for listing. IDOs are more cost-effective for token sales and quick liquidity.
Security Token Offerings
A tokenised IPO is a type of public offering in which security tokens are sold in token exchanges. Tokens can be used to trade real assets such as equities and bonds.
Regulator compliant STOs appeared after the death of ICOs in 2018 to restore confidence in cryptocurrencies and accelerate transformational change in finance. These are securities and thus much more susceptible to regulation than ICOs. They are a much more secure investment.
Adoption of STOs has faced several challenges. There is a lack of good publicly available data which makes them unattractive to investors. The demand is soaring currently as regulation becomes increasingly STO-friendly.
STOs prefer Ethereum
Regulation of Crypto Exchanges
Some countries regulate crypto and some ban it outright. The general trend is that regulators are stepping up to the mark on supervising the sector.
* UK – in March 2024 the government announced plans for a Crypto asset Reporting Framework which provides framework for automatic exchange of tax-relevant information on crypto transactions. Common Reporting Standards reflect this.
* EU – Adopted the Markets in Crypto Assets (MiCA) regulation in 2023. Uniform legal framework for crypto assets to prevent money laundering and provide supervision and customer protection.
* US – Fall under the regulatory scope of the Bank Secrecy Act (BSA) must register with the Financial Crimes Enforcement Network (FinCEN). Must comply with AML and CFT.
* Singapore – Payment Services act in 2019 and has scope over digital payments and crypto.
The crypto sphere is also moving to regulate itself in some capacity and obtain compliance
* CryptoUK is an industry trade body based in the UK made up of 7 cryptocurrency companies. Self-regulating and outlines a code of conduct for members. Encompasses due diligence, ensuring payment in event of insolvency, pricing transparency and heightened security.
* Crypto Rating Council is a group of exchanges aiming to improve regulatory rules about crypto. Outlines a rating system showing a crypto vs a regulated security from a characteristics standpoint.
DeFi
Crypto does not offer income. Having recognise a demand for putting assets to work some operators offer Decentralised Finance. This is an allowance for traditional banking activities such as lending to be partaken on the blockchain. This is known as ‘yield farming’.
It is very similar to securities lending.
The difference is that it is undertaken in decentralised exchanges such as Uniswap which are highly unregulated, very insecure and unaudited. DeFi is responsible for the highest proportion of crypto thefts since 2021.
DeFi is fast growing and highly compelling, but this makes it vulnerable. The transparency gives rise to theft.
DeFi promises frictionless lending and borrowing. This means no KYC/AML. This speeds up the lending process but is frowned upon by regulators. There is no obligation to explain the reason behind the borrowing, it is merely presumed to be speculative. Leading to higher volatility.
DeFi promises double digit yield but this hard to rationalise. Particularly due to the opaque nature of the platform. Regulators seek to apply financial regulations to this emerging sector. Concerns over investor protection are key priority.
NFTs
NFTs are digital collectors items. They are digital tokens on the blockchain network which is associated with a particular object or digital asset.
Each NFT is uniquely identifiable, they do not possess monetary value and are priced based on what another investor is willing to pay.
The NFT proves ownership of the asset and could be considered a cyber version of a house deed.
NFTs can be traded and sold on digital markets, but they do not provide copyright or intellectual property rights to the asset.
Several risks associated:
* Vulnerable to theft and counterfeiting
* Seller may not own the NFT buyer may only receive rights to use the NFT but not the intellectual property
* NFTs are not regulated (no FSCS protection)
* NFT value is dependent on creativity, uniqueness, scarcity and it is hard to determine this
NFTs are not legally defined and have been around since 2014. The market exploded in 2012 reaching nearly $40bn a value close to that of the global art market, albeit this has plummeted to $20bn on the back of uncertainty over the intrinsic value.
Market Abuse Regime (MAR)
FCA can take criminal action on the following:
* Breaches of FCA Listing rules including prospectus regulation
* Making misleading statements and market manipulation
* Misleading the FCA
* Insider dealing under Part V of Criminal Justice Act
* Breaches of regulations relating to money laundering
If FCA commences a criminal investigation they will use the regulatory enforcement process instead of its criminal powers. The FCA is prepared to pursue criminal actions where possible.
UK Markets subject to MAR
Any instruments that are
* Admitted to a RIE
* Trading on an MTF
* Traded on an OTF
* Not covered by any of the former but has a price / value dependent on or impacting the value of a financial instrument
Types of Market Abuse
It is an offence to
* Engage or attempt to engage in insider dealing
* Recommend that another person engage in insider dealing or induce another person to engage in insider dealing
* Unlawfully disclose inside information
* Engage or attempt to engage in market manipulation
Insider Dealing
An insider is one who has
* Membership of an administrative, management or supervisory body of an issuer of qualifying investments
* A holding in capital of an issuer of qualifying investments
* Having access to information through exercising their employment
* Their criminal activity or
* Other means by which they know, or could be expected to know is inside information
Engaging or Attempting to Engage in Market Manipulation
Offence includes:
* Entering a transaction or placing an order to trade or any behaviour which:
o Gives false or misleading signals as to supply, demand, or price of financial instrument
o Secures the price of financial instruments
* Entering into a transaction or placing an order to trade which employs a fictitious device
* Disseminating false or misleading signals on supply or demand or secures an abnormal or artificial price level
* Transmitting false or misleading information in relation to a benchmark
Penalties for MA
- Unlimited civil fine
- Public statement admission of guilt
- Apply for injunction
- Requirement for disgorging of profits / losses avoided
- Requirement of compensation to victims
POTAM
The Takeover Code is as follows
1. All holders of securities in the same class of an offeree must receive the same equivalent treatment
2. Holders of an offeree company must have sufficient time and info to make an informed decision
3. Board of an offeree must act in the company’s best interests
4. False markets must not be created in securities of an offeree company so that artificial price movements occur distorting the market
5. Offeror must announce a bid only after ensuring any cash consideration is fulfillable in full
6. Offeree company must not be hindered in conducting its affairs for longer than is reasonable
Transactions over £10,000 must pay a fee to the POTAM known as the PTM Levy this is £1,00
Corporate Governance
The Combined Code
* Listed company must have an effective board
* The board must meet regularly
* Directors must bring independent judgement of strategy issues
* No individual should have excessive decision-making power
* Combining Chairman and CEO must be publicly explained
* Strong presence of non-executive board membership
* Board should have a balance of executive and non-executive directors (no small group should be overly influential)
* Formal and transparent procedure for appointing new directors
* Directors must submit for re-election every three years at minimum
Director Remuneration
* Should be sufficient to attract and retain directors capable of successfully running the company
* Remuneration should be performance incentivised
* Remuneration committee determines the remuneration package and must be non-exec only
* Service contracts should be a maximum of one year
* Annual report must disclose director remuneration and remuneration policy
MTFs
Offer an alternative venue for trading which brings together multiple parties interested in buying and selling financial instruments.
Instruments include shares, bonds and derivatives. Investment firms operating MTFs have no discretion on interaction between parties. Parties form contracts and execute trades under the system’s rules.
Requirements under MiFID for firms operating an MTF are aligned to those of regulated markets. Any firm operating an MTF must have required systems and controls in place to ensure the performance of its activities are adequate, effective and appropriate.
Fair and orderly trading and efficient execution of orders. Required to have arrangements in place to identify and manage conflicts of interest with systems to recognise and mitigate operational risk.
Provides trade feeds on a non-discriminatory and transparent basis to any authorised or recognised central counterparty.
Pre and post-trade transparency arrangements must publish current orders and price quotes relating to shares in real time.