課程八：初級及次級市場

1. 課程八：初級及次級市場 本講義僅供上課教學之用。

2. 交易市場種類 • By location: exchange vs. OTC • By function: primary vs. secondary • By type of instrument: 例如 • Money • Equity • Futures/options • Foreign exchange

3. Market Types by Location • Organized exchanges: • Physical location for trading • Examples: NYSE, AMEX, CBOT, Taiwan Stock Exchange(TSE) • Over-the-counter [O-T-C] • Participants dispersed geographically • Linked by telephone, computer networks • Government bond market is O-T-C 例如NASDAQ, R.O.C. Over-the-Counter Securities Exchange (ROSE) • Internet:例如未上市盤

4. 初級市場Primary markets • a market for new security issues • When a firm sells a new issue of stocks or bonds to the public, it is using the primary market to raise money. • IPOs Problem with Pricing the IPOs Problem with the IPOs after market (Seasoned new issue) • Underwritten by Investment Banks Syndicate Firm Commitment vs Best Effort

5. 承銷 • a) Formulating the method used to issue the securities. • b) Pricing the new securities. • 承銷價格(P)＝每股稅後純益×類似公司最近三年平均本益比×40%＋每股股利÷類似公司最近三年平均股利×20%＋最近期之每股淨值×20%＋預估股利÷一年期定期存款利率×20% • c) Selling the new securities. • 公開申購制 • 競價拍賣制 • 詢價圈購 • d) Stabilizing the price

7. 承銷方法 Firm commitment underwriting: underwriter buys the retire issue, assuming full financial responsibility for any unsold shares. Underwriter’s fee is the spread. All the risk associated with selling the issue is borne by the underwriter. Best efforts underwriting: Underwriter sells as much of the issue as possible, but can return any unsold shares to the issuer without financial responsibility. Underwriter acts as an agent for the issuer and receives a commission.

8. Spread Compensation to the underwriter, determined by the difference between the underwriter’s buying price and offering price.

9. The offering price and underpricing • If the issue is priced too high, it may be unsuccessful and have to be withdrawn. • If the issue is priced too low, the issuer’s existing shareholders will experience an opportunity loss. • Underpricing is fairly common. Empirical works show that prices of new issued stocks increased by a dramatic amount right after the offering. • Why does underpricing exist? To attract investors.

10. 發行證券的成本 • Spread: • Other direct expenses: • Indirect expenses. • Abnormal return: • Underpricing: • Green Shoe option: The Green Shoe option gives the underwriters the right to buy additional shares at the offer price to cover overallotments. • The total expenses of going public averaged 21.22% for firm commitment and 31.87% for best efforts.

11. 次級市場 When investors trade these outstanding issues among themselves, they are participating in the secondary market. • First Market: Exchange • Second Market: Over the Counter • Third Market: Off Exchange • Fourth Market: Third Market without a broker

12. The New York Stock Exchange (NYSE) • The NYSE is an association of 1,469 members (like Merrill Lynch, Paine-Webber, etc.), 1,366 of whom have "seats" on the exchange. • Those with seats can trade stocks for their customers on the trading floor. • To be listed on the NYSE's "Big Board," a company must have at least 1.1 million shares of stock outstanding, and $2.5 million of pretax income the previous year. • NYSE-listed stocks tend to be those of the oldest and biggest companies. Those with long-established solid financial records are called "blue-chip" stocks.

14. The American Stock Exchange (AMEX) • 1. The AMEX is similar to the NYSE except the companies listed are not as large or powerful as those listed on the NYSE. • To be listed, companies must have at least 500,000 shares of stock outstanding and must show a pretax profit of $750,000 for the previous year. Regional exchanges • 1. Regional exchanges (Chicago, Boston, Cincinnati, Philadelphia, and San Francisco) began their existence trading securities of local firms. • 2. As the firms grew, they listed on the NYSE or AMEX, but continued to trade on the regional exchanges. • a. When a firm trades on both a national and a regional exchange, it is said to be "dual traded."

15. Circuit breaker / Trading Halts • Before 2:00 pm Eastern Time, the halt for a 10% decline will be one hour. At or after 2:00 pm but before 2:30 pm, the halt will be for one-half hour. If the 10% trigger value is reached at or after 2:30 pm, the market will not halt at the 10% level and will continue trading. • The halt for a 20% decline will be two hours if triggered before 1:00 pm. At or after 1:00 pm, but before 2:00 pm, the halt will be for one hour. If the 20% decline occurs at or after 2:00 pm, trading will halt for the remainder of the day. • If the market declines by 30% at any time, trading will be halted for the remainder of the day.

16. The over-the-counter market (OTC)櫃檯買賣市場 • Actually, there is no counter. In fact, there isn't any one place in this market where traders come together to do business. The term refers to a way of trading securities rather than a place. • 2. The way it works is that a network of securities dealers sell their securities to each other and to the public. A "dealer" is a person who maintains an inventory of securities, buying them for one price and selling them for a slightly higher price. The difference in the dealer's buying price and the dealer's selling price is called the "spread." It represents the dealer's profit.

17. The OTC market was originally a complex network of brokers and dealers who communicated by telephone. • a. Today, however, they are linked by a computer service called the NASDAQ (National Association of Securities Dealers Automated Quotations). • b. About 3,400 of the most actively traded OTC stocks are sold through the NASDAQ; the rest are still traded via the old telephone network. • The total number of stocks traded in the OTC market is about 30,000, compared to about 1,500 on the NYSE and less than 800 on the AMEX.

19. Specialist Primarily a Broker Works on Exchange Floors Assigned stocks to make markets Profits both as a broker and as a dealer Must be an Exchange Member Required to maintain a fair and orderly market Must always stand ready to deal Maintains a Limit Order Book Dealer Primarily a Transact or Works in OTC Market Chooses stocks to make market Profits from trading Must be a member of NASD Not required to maintain a fair and orderly market Still must stand ready to deal v.s. 比較call markets 及 dealer markets