1. Chapter 4
Securities Markets

2. Learning Objectives Distinguish between primary and secondary markets.
Describe how the equity markets are organized and how they operate.
Explain what we mean by the third and fourth markets.
State the major stock market indicators.
Describe, briefly, the bond and derivatives markets.
Discuss the factors behind rapid change in the securities markets 2

3. Importance of Financial Markets
Help firms and governments raise cash by selling securities
Allow investors with excess funds to invest and earn a return
Channel funds from savers to borrowers
Allocate resources optimally (i.e., provide funds to those who can make the best use of them)
Help allocate cash to where it is most productive
Help lower the cost of exchange
Secondary markets, where investors trade existing securities, assures investors that they can quickly sell their securities if the need arises 2

4. Primary Markets
The market for new issues of securities, such as government T-bills or a corporation’s stocks or bonds.
The issuers of the securities receive cash from the buyers who, in turn, receive financial claims on the issuing organization.
Issue facilitated by investment dealers
Specialists in advice, design, and sales
Intermediaries between issuer and investor

5. Primary Markets New securities are issued in a primary market
Initial public offering (IPO) versus “seasoned” new issue
IPO – Common stock shares of a company being sold for the first time
Seasoned new issue – Sales of common stock of a publicly traded company
New securities maybe traded repeatedly in the secondary market, but the original issuers will be unaffected 3

6. Primary Markets Example:
Firms issue securities when they have good uses for the funds and the market price is high
Example:
In response to high stock market price levels, during 2000, the TSX set a record of $5.4 billion raised by initial public offerings (IPOs)
The IPO activity declined to $1.57 billion in 2001, then to $0.96 billion in 2002, before recovering slightly in 2003 to $1.09 billion

7. Primary Markets Pricing of IPOs is a complex and important decision
Firms do not want to set their price too low since a higher price means that less shares have to be issued to raise the same amount of capital
Firms do not want to overprice the issue and have it “undersubscribed,” thus not raising the required funds
Example: During Jan. 2000, 724 Solutions Inc., went public at $37 a share. The shares closed their first day of trading at three times the issue price ($111), and then skyrocketed to $345 before falling back to the $55 range by October 2000

8. Primary Markets
There is substantial Canadian, US, and global evidence that, on average, IPOs are underpriced.
Underpricing is measured as:
(first trading day closing price – issue price) / issue price
Example
For the 724 Solutions Inc. example the underpricing is equal to
(111 – 37) / 37 = 200%

9. Investment Dealers
An Investment Dealer is an organization specializing in the sale of new securities, usually by purchasing the issue and reselling it to the public.
Known as Investment Bankers in the US.
Investment dealers act as intermediaries between issuers and investors.
Provide important information to their clients:
1- the type of security to be sold
2- the features to be offered with the security
3- the timing of the sale
4- the offer price

10. Investment Dealers
Investment dealers specialize in the design and sale of securities in the primary market while operating simultaneously in the secondary markets.
Underwriting services: Risk of selling the new securities to investors is assumed from issuer.
The new securities are purchased from the issuer at a discount
Investment dealers are compensated by a spread, which is the difference between what they pay the issuer for the securities and what they sell them for to the public.

11. Investment Dealers
Coordinate marketing by helping issuer register securities, issue prospectus, and sell securities
All public offerings are regulated by the Canadian Business Corporations Act (CBCA) and provincial securities regulations. They require a prospectus to be prepared.
A prospectus is a legal document which contains:
1- relevant financial statements
2- proposed use of funds from the issue
3- future growth plans
4- relevant information regarding the share issue 4

12. Underwriting Services provided by underwriters
Formulate method used to issue securities
Price the securities
Sell the securities
Syndicate – group of underwriters that market the securities and share the risk associated with selling the issue
Spread – difference between what the syndicate pays the company and what the security sells for in the market

13. Firm Commitment Underwriting
Also called a “bought deal”
Issuer sells entire issue to underwriting syndicate
The syndicate then resells the issue to the public
The underwriter makes money on the spread between the price paid to the issuer and the price received from investors when the stock is sold
The syndicate bears the risk of not being able to sell the entire issue for more than the cost
Most common type of underwriting in Canada

14. 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 must make their “best effort” to sell the securities at an agreed-upon offering price
The company bears the risk of the issue not being sold
The offer may be pulled if there is not enough interest at the offer price. In this situation, the company does not get the capital and they have still incurred substantial flotation costs

15. Underwriting Process
The issuing company sell the securities to the financing group (also known as managing underwriters or syndicate managers) which consists of one or two firms
The financing group sells the securities to the marketing group at a “draw down” price
The securities are distributed for sale to the public

16. Issuance of Securities
Prompt Offering Qualification (POP) System: allows qualifying senior reporting issuers to sell new securities over time via “short form” prospectuses in lieu of full ones
Senior reporting issuers qualify if they have made prior public distributions and are subject to continuous disclosure requirements
The rationale is that there is already a great deal of information available on the company that would normally be included in the prospectus
Short form prospectuses save issuers a great deal of time and money, and generally focus on price, distribution spread, use of proceeds, and security attributes

17. Issuance of Securities
Listing Process:
- New share issues are usually traded over-the-counter (OTC) and are considered for listing on an exchange only after proof of satisfactory distribution is available

18. Issuance of Securities
Global Security Issues:
The global perspective allows companies to raise capital in amounts that would have been impossible only a few years earlier because they were limited to selling securities in their own domestic markets
Many Canadian companies issue bonds in the US and Europe.
A number of Canadian companies are “interlisted” on more than one stock market, primarily markets in the US, such as Nasdaq or the NYSE.
- The motivation for Canadian firms to do so is to increase its stock’s potential market and enhance its visibility

19. Issuance of Securities
Private Placements:
A private placement means new security issues are sold directly to a small group of institutional investors, such as insurance companies and pension funds, thus bypassing the open market
Advantage: Registration not required (i.e., the firm does not have to prepare a full prospectus)
- Disadvantage: higher interest costs because the financial institutions usually require a higher return than would be required for a public subscription

20. Secondary Markets
Markets where investors trade previously issued securities
Exist for the trading of common stocks, preferred stocks, warrants, bonds, put and call options. 6

21. Auction Markets
Auction markets involve bidding (auction process) in a specific physical location, such as the TSX. The bidding determines the security prices.
Brokers represent investors (both buyers and sellers) for a fee

22. Canadian Stock Exchanges
At the start of 1999 there were five stock exchanges in Canada
Toronto Stock Exchange (TSX)
Montreal Exchange (ME)
Vancouver Stock Exchange (VSE)
Winnipeg Stock Exchange (WSE)
Alberta Stock Exchange
A restructuring occurred in 1999 and 2000 and now there are two stock exchanges in Canada TSX and TSX Venture Exchange
Since 2000 the Bourse de Montreal has become the Canadian national derivatives market 7

23. Canadian Stock Exchanges
Toronto Stock Exchange (TSX) is a secondary auction market for equity securities
Largest Canadian stock market
Listing requirements for traded firms are more stringent than the listing requirements on the TSX Venture Exchange and exclude smaller companies
TSX Venture Exchange is Canada’s “junior” stock market
Provides the economy with a capital-raising infrastructure for small and medium size businesses
Listed companies are active in technology, oil & gas, mining, and financial services

24. New York Stock Exchange (NYSE)
Is the largest secondary market in the world based on trading volume and on the market capitalization of its firms
Regarded as the best regulated exchange in the world and has proven its ability to function in crisis (e.g., Black Monday in Oct. 1987)
A not-for-profit corporation and has about 400 members
Members are usually partners or directors of stockbrokerage houses and some own several seats (e.g., Merrill Lynch owns over 20 seats)

25. New York Stock Exchange (NYSE)
Due to stringent listing requirements in the NYSE compared to TSX, only the largest Canadian companies are able to list their shares on NYSE (Table 4.2 pg 100)
Exchange participants
market specialists (are exchange members who are responsible for maintaining an orderly market in one or more stocks by buying or selling shares from their accounts)
floor brokers (represent public orders to buy or sell shares and work to get their customers the best price, either independent or house floor brokers)
registered traders

26. New York Stock Exchange (NYSE)
Major roles of NYSE specialist
Dealer (an individual or a firm that makes a market in a stock by buying from and selling to investors)
Agent
Catalyst
Auctioneer

27. Stock Exchanges
Formal organizations approved and regulated by the SEC (or the provincial securities commissions such as the OSC in Canada)
Members
Can only trade listed stocks
Must buy a seat on the exchange in order to be permitted to trade on the exchange
Exchange member firms must be publicly owned, maintain adequate capital requirements, and key personnel must complete required courses

28. Stock Exchanges
Exchanges qualify as non-profit associations and are not subject to corporate income tax.
Exchanges have the power to suspend trading or listing privileges of an individual security temporarily or permanently
Listing requirements
minimum capitalization, shareholder equity, average closing share price, etc.

29. General Exchange Initial Listing Requirements (specifics may vary)
Standard
NYSE
TSX
Nasdaq
(NM)
(Sm. Cap)
Distribution
a) 2,000 round lot holders
b) 1.1m public shares
a) 300 board lot holders
b) 1m public shares
a) 400 round lot owners
b) 1.1m
a) 300 round lot owners
b) 1m
Market Value (public shares)
$100m
$4m Cdn.
$75m
(or Total Assets or Total Sales > $75m)
$50m
(or Stock Equity >$5m or Net Income >$0.75m)

30. General Exchange Initial Listing Requirements (cont’d)
Standard
NYSE
TSX
Nasdaq
(NM)
(Sm. Cap)
Before-Tax Earnings from Continuing Operations
$6.5 m over past 3 years:$2.5m last year + ($2m/ $2m), OR
$4.5m last year and pos. all 3 years
For Senior Industrial Companies:
$300,000 CDN last year
$1m last year (or in 2 of last 3 years)
$0.75m Net Income
(or $5m Equity or $50m Mkt. Value)
Cash Flow
$25m Operating Cash Flow over last 3 years
Pre-Tax CF $0.7m last year and prior 2-year average ($0.5m)
N/A

31. Over-the-Counter (OTC) Markets
OTC markets do not have a physical location but consist of a network of dealers standing ready to either buy or sell securities at specified prices over the phone or over a computer network
Dealers profit from spread between buy and sell prices
Handle unlisted securities
Canadian OTC stocks are trading on the TSX Venture Exchange
More speculative in nature than exchanges
Low trading volume and few bids or offers (“thin” or illiquid market)
US OTC Market: NASDAQ 8

32. Over-the-Counter (OTC) Markets
Trading unlisted stocks
Nasdaq stock market: consists of a network of market makers or dealers who compete with each other through an electronic network of terminals
Nasdaq market makers conduct transactions directly with each other and with customers
Each Nasdaq company has a number of competing dealers who make a market in the stock, with a minimum of 2 and an average of 11 dealers

33. Over-the-Counter (OTC) Markets
Nasdaq market tiers
Nasdaq National Market (3,600 co.’s)
Small Capitalization Market (850 co.’s)
Other OTC markets (8,000 co.’s)
OTC Bulletin Board
“Pink Sheets” market
Both are markets for very “thinly” traded securities, many of which trade infrequently
- Stocks traded on Nasdaq vary widely in size, price, quality, and trading activity. They range from small start-ups to companies like Microsoft and Intel

34. Third and Fourth Markets
Third Market:
An OTC market for trading in securities listed on organized exchanges
Used in the US for extremely large transactions to avoid minimum exchange-regulated commission fees
Fourth market:
Trading network among investors interested in buying and selling large blocks of stock
Brokers, dealers bypassed so costs are low
Electronic or telephone network 9

35. Trading After-Hours Trading:
Electronic Communications Networks (ECNs) allow investors to trade after exchange hours (4 to 8 P.M. EST, and sometimes early in the morning)
Limitations may exist on the types of orders that are placed and the size of orders
In 2001, less than half of the on-line brokerage firms allowed their customers this option

36. Trading In-House Trading:
Also called internal trading, is trading by fund managers without the use of a broker or an exchange
This new trend has significant implications for the NYSE (handles about 5% of its trading volume)
For example, Fidelity Investments, one of the largest mutual fund companies, operates an in-house trading system for its own funds.

37. International Equity Markets
Toronto Stock Exchange is the eighth-largest stock exchange in the world
Many different equity markets exist
Emerging markets
Generally less regulation and standardization of trading activity
Risks: Illiquidity, lack of information, political uncertainty 10

38. Equity Market Indicators
Provide a composite report of market behavior on a given day to answer the question “What did the market do today?”
An “index” is a series of numbers that represent a combination of stock prices in such a manner that percentage changes in this series can be calculated over time. Used mainly for performance comparisons
An “average” is similar to an index but is composed of equally-weighted items. 11

39. Equity Market Indicators (cdn)
S&P/TSX Composite Index
Market value (capitalization) weighted index that measures market activity of stocks listed on the TSX
In 2004, comprised of 223 companies representing almost 70 per cent of the market capitalization
Stocks included on this index are reviewed on a quarterly basis
Has a base level of 1,000

40. Equity Market Indicators (cdn)
S&P/TSX 60 Index
Designed to mimic the performance of the S&P/TSX composite Index
Index has a base value of 100
Stocks represent 60 of the largest and most actively traded stocks comprising the S&P/TSX Composite Index

41. Equity Market Indicators (US)
Dow Jones Industrial Average (DJIA)
Most widely quoted measure of NYSE stock performance
Composed of 30 “blue-chip” stocks that trade on the NYSE and Nasdaq
Price weighted (i.e., is affected more by changes in higher priced stocks)
Is calculated by adding the prices of the 30 stocks together and dividing by a divisor (less than 1, in 2003)
DJIA = ∑ P/n 12

42. Equity Market Indicators (US)
S&P 500 Composite Index
Composed of 500 “large” firm stocks
Consists primarily of NYSE stocks
Market value weighted index that measures US stock performance
Broader measure than the DJIA
Nikkei 225 Average (Japan)
Price weighted index of 225 actively-traded stocks on the Tokyo Stock Exchange

43. Bond Markets
Investors can purchase either new bonds being issued in the primary market or existing bonds in the secondary market
Secondary bond market is primarily an over-the-counter (OTC) market
Government of Canada bonds actively trade in dealer markets
Corporate bonds are not as actively traded as government issues since about 40% of corporate bonds are held by institutional investors
Government bonds comprise about 73% of the Canadian bond market with Government of Canada bonds representing the major component 14

44. Market Developments Growth of institutional trading
Block trading of stocks (transactions of at least 10,000 shares or $100,000 in value)
Affects market structure and operation
Block trading now accounts for more than half of all TSX and NYSE trading volume
Negotiated, not fixed, commissions 15

45. Market Developments Globalization of securities markets
24-hour trading
Instinet is an electronic trading mechanism that allows institutional investors to trade with each other electronically at any hour
Instinet provides investors privacy and low trading costs because regular brokerage fees do not have to be paid
Institutions are able to negotiate prices electronically with each other

46. Appendix 4-A Stock Market Indexes
S&P/TSX Composite Index
Dow Jones Industrial Average

47. Price Weighted Indexes
 Arithmetic average of current prices
 Assumes you purchase an equal number shares of each stock represented in the index
 e.g., DJIA, Nikkei 225
Problems:
 Must adjust denominator downward for splits
 Stocks with higher prices have greater influence
PWI = [  of stock prices ] / [number of stocks in index]

48. Value Weighted Indexes
 Total value (mkt. cap.) of all stocks in the index
 Assumes you make a proportionate market value investment in each company in the index
 e.g., S&P 500/ NYSE indexes
Problem:  Market Cap.,  impact on index
MVW = [ (Price today) (number of shares) /
(Price base) (number of Shares)] (Index Value BEG)

49. Equal Weighted Indexes
 Unweighted index (e.g. Value-Line Composite Average, Financial Times Index – LSE)
 Assumed the investor makes an equal dollar investment in each stock in the index
 Geometric average or arithmetic average
Problem:
 GA leads to downward bias since GA<AA