Chapter 4

1. Lecture Presentation Softwareto accompanyInvestment Analysis and Portfolio ManagementEighth Editionby Frank K. Reilly & Keith C. Brown Chapter 4

2. Organization and Functioning of Securities Markets Questions to be answered: • What is the purpose and function of a market? • What are the characteristics that determine the quality of a market? • What is the difference between a primary and secondary capital market and how do these markets support each other?

3. Organization and Functioning of Securities Markets • What is Rule 415 and Rule 144A and how do they affect corporate security underwriting? • What are call markets and when are they typically used? • What is the third market? • What are Electronic Communication Networks (ECNs) and alternative trading systems (ATSs) and how do they differ from the primary listing markets? What are the major types of orders available to investors and market makers? • What are the three recent innovations that contribute to competition within the North American equity market?

4. What is a market? • Brings buyers and sellers together to aid in the exchange of goods and services • Does not require a physical location • Both buyers and sellers benefit • Reduces search & screening costs • Price discovery

5. Characteristics of a Good Market • Availability of past transaction information • must be timely and accurate • Liquidity • marketability • price continuity • depth • Low Transaction costs • Rapid adjustment of prices to new information

6. Decimal Pricing • The Canadian equity market switched to decimal pricing in April, 1996 • The US equity market switched to decimal pricing in early 2001 • All North American equity markets now price in dollars & cents rather than 1/8ths and 1/16ths • Reasons for decimal pricing: • Easier for investors to understand prices • Reduces the size of the bid-ask spread • Markets more competitive on a global basis

7. Organization of the Securities Market • Primary markets • Market where new securities are sold by the firms/entities issuing securities • The funds raised go to the issuer • Secondary markets • Market where already issued securities are bought and sold by investors. The issuer does not receive any funds in a secondary market transaction

8. Government Bond Issues • Treasury Bills – negotiable, non-interest bearing securities with original maturities of one year or less • Government of Canada Bonds – original maturities of more than 1year • The Bank of Canada publishes detailed information on the auction process on its website; http://www.bankofcanada.ca/en/markets/markets_auct.html

9. Canadian Treasury Bills • Effective November 1995 all new issues of Treasury bills are issued in global certificate form only whereby a global certificate for the full amount of the Treasury bill is issued in fully registered form in the name of CDS & Co., a nominee of the CDS. • Treasury bills are sold via auction every two weeks by the Bank of Canada on behalf of the Government of Canada • Treasury bills must be purchased, transferred or sold, directly or indirectly, through a participant of the Debt Clearing Service, which is operated by CDS, and only in integral multiples of $1,000 (face value). • Prior to November 1995 Treasury bills were issued in bearer form and were available in denominations ranging from $1,000 to $1,000,000. • The Government of Canada also periodically issues cash management bills (CMBs). • CMBs are Treasury bills with maturities of less than three months (they can be as short as one day) used as a source of short-term financing for the Government. CMB auctions can take place on any business day, typically for next-day delivery, but on some occasions for same-day delivery.

10. Government of Canada Coupon Bonds • Effective October 1995 Government of Canada marketable bonds are issued in global certificate form only whereby a global certificate for the full amount of the bonds is issued in fully registered form in the name of CDS & Co., a nominee of the Canadian Depository for Securities Limited (CDS). • The bonds must be purchased, transferred or sold, directly or indirectly, through a participant of the Debt Clearing Service, which is operated by CDS, and only in integral multiples of $1,000 (face value). • Prior to December 1993 Government of Canada bonds were issued in coupon-bearer and fully registered form, and were available in denominations ranging from $1,000 to $1,000,000. • Between December 1993 and September 1995 Government of Canada bonds were issued only in fully registered form. All Canadian-dollar marketable bonds are non-callable and pay a fixed rate of interest semi-annually.

11. Canada Bills • Canada Bills are promissory notes denominated in US dollars and issued only in book-entry form. • Book-entry form means that no certificate is issued • They mature not more than 270 days from their date of issue, and are discount obligations with a minimum order size of US$1,000,000 and a minimum denomination of US$1,000. • Delivery and payment for Canada Bills occur in same-day funds through Chase Manhattan Bank in New York City. • Primary distribution of Canada Bills occurs through five dealers: CIBC Wood Gundy Inc., Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Lehman Brothers Inc. and RBC Dominion Securities Inc. • Rates on Canada Bills are posted daily for terms of one to six months. • Canada Bills are issued for foreign exchange reserve funding purposes only.

12. Canada Notes • Canada Notes are promissory notes usually denominated in US dollars and available in book-entry form. • They are issued in denominations of US$1,000 and integral multiples thereof. At present the aggregate principal amount outstanding issued under the program is limited to US$10.0 billion. • Notes can be issued for terms of nine months or longer, and can be issued at a fixed or a floating rate. • The interest rate or interest rate formula, issue price, stated maturity, redemption or repayment provisions, and any other terms are established by the Government of Canada at the time of issuance of the notes and will be indicated in the Pricing Supplement. Delivery and payment for Canada Notes occur through the Bank of New York. • The notes are offered by the Government through five dealers: Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Lehman Brothers Inc., Nesbitt Burns Securities Inc. and Scotia Capital Markets (USA) Inc. The Government may also sell notes to other dealers or directly to investors. • Canada Notes are issued for foreign exchange reserve funding purposes only

13. Corporate Bond and Stock Issues New issues are divided into two groups • Seasoned new issues - new shares offered by firms that already have stock outstanding • Initial public offerings (IPOs) - a firm selling its common stock to the public for the first time

14. Underwriting Relationships with Investment Bankers 1. Negotiated • Most common • Full services of underwriter 2. Competitive bids • Corporation specifies securities offered • Lower costs • Reduced services of underwriter 3. Best-efforts • Investment banker acts as broker

15. Shelf Registration • Allows firms to register securities and sell them piecemeal over the next two years • Referred to as Rule 415 in the US; as a shelf registration in Canada • Great flexibility • Reduces registration fees and expenses • Allows requesting competitive bids from several investment banking firms • Especially popular for bond sales

16. Private Placements • The issuing firm sells to a small group of institutional investors without the need for a Prospectus • Lower issuing costs than a public offering • Referred to as Rule 144A in the US

17. Why Secondary Financial Markets Are Important • Provides liquidity to investors who acquire securities in the primary market • Results in lower required returns than if issuers had to compensate for lower liquidity • Helps determine market pricing for new issues

18. Secondary Equity Markets 1.Primary listing markets • New York, American, Tokyo, and London stock exchanges 2. Regional markets • Toronto, Chicago, San Francisco, Boston, Osaka, Nagoya, Dublin, Cincinnati 3. OTC markets - Nasdaq 4. Third-market dealers/brokers • Madoff Investment Securities, Knight Trading Group, Jefferies Group, ITG 5. Fourth Market – alternative trading systems

19. Secondary Equity Markets • Alternative Trading Systems (ATSs), Electronic Communications Networks (ECNs) • Archipelago, BRUT, Instinet, Island, REDIBook • Are electronic trading systems that automatically match buy and sell orders at specified prices • Electronic Crossing Systems (ECSs) • POSIT, Global Instinet Crossing, Arizona Stock Exchange

20. Basic Trading Systems • Pure auction market (also known as order-driven market) • Dealer market (as known as quote-driven market)

21. Call Versus Continuous Markets • Call markets trade individual stocks at specified times to gather all orders and determine a single price to satisfy the most orders • Used for opening prices on TSX if orders build up overnight or after trading is suspended • In a continuous market, trades occur at any time the market is open

22. Global Stock Exchanges • Trend toward consolidations or affiliations that will provide more liquidity and greater economies of scale to support the technology required by investors • Many of the larger companies in countries such as Canada, the U.K., Germany, and Japan that can qualify for listing on a U.S. exchange become dual-listed • The existence of the strong international exchanges has made possible a global equity market wherein stocks that have a global constituency can be traded around the world continuously

23. Major Types of Orders • Market orders • Buy or sell at the best current price • Provides immediate liquidity • Limit orders • Order specifies the buy or sell price • Time specifications for order may vary • Instantaneous - “fill or kill”, part of a day, a full day, several days, a week, a month, or good until canceled (GTC)

24. Major Types of Orders • Short sales • Sell overpriced stock that you don’t own and purchase it back later (at a lower price) • Borrow the stock from another investor (through your broker) • Can only be made on an uptick trade • Must pay any dividends to lender • Margin requirements apply

25. Major Types of Orders • Special Orders • Stop loss • Conditional order to sell stock if it drops to a given price • Does not guarantee price you will get upon sale • Market disruptions can cancel such orders • Stop buy order • Investor who sold short may want to limit loss if stock increases in price

26. Margin Transactions • On any type order, instead of paying 100% cash, borrow a portion of the transaction, using the stock as collateral • Interest rate on margin credit may be below prime rate • Regulations limit proportion borrowed • Margin requirements are from 50% up • Changes in price affect investor’s equity

27. Margin Transactions Buy 200 shares at $50 = $10,000 position Borrow 50%, investment of $5,000 If price increases to $60, position • Value is $12,000 • Less - $5,000 borrowed • Leaves $7,000 equity for a • $7,000/$12,000 = 58% equity position

28. Margin Transactions Buy 200 shares at $50 = $10,000 position Borrow 50%, investment of $5,000 If price decreases to $40, position • Value is $8,000 • Less - $5,000 borrowed • Leaves $3,000 equity for a • $3,000/$8,000 = 37.5% equity position

29. New Trading Systems • Daily trading volume has increased from 5 million shares to over a billion shares • NYSE routinely handles days with volume over a billion shares • Technology has allowed the market process to keep pace

30. Innovations for Competitions Two Competing Models • Order-driven market • Quote-driven market Three Innovations • The Consolidated Quotation System (CQS) • The Intermarket Trading System (ITS) • The Computer-Assisted Execution System (CAES)

31. Future Developments • Significant reduction in trading costs for institutional and retail investors due to technological advances and decimalization of prices • Continuing consolidation of security exchanges • More specialized investment companies • Changes in the financial services industry • Financial supermarkets • Financial boutiques • Advances in technology • Computerized trading • 24-hour market of the future may be floorless, global, and highly automated

32. http://finance.yahoo.com http://finance.lycos.com http://www.sec.gov http://www.nyse.com http://www.nasdaq.com http://www.amex.com http://www.etrade.com http://www.schwab.com http://www.ml.com http://www.fibv.com http://www.internationalist.com/business/stocks http://biz.yahoo.com/ifc http://www.wall-street.com/foreign.html The InternetInvestments Online

33. Future topicsChapter 5 • Uses of security-market indexes • Stock market indicator series • Bond market indicator series