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How investors are protected Malaysia emphasises on the need for regulatory safety nets designed to protect investors from unethical and unscrupulous practices. Any misconduct in the securities industry can be reported directly to : Investor Affairs & Complaints Department Securities Commission Malaysia 3 Persiaran Bukit Kiara Bukit Kiara, 50490 Kuala Lumpur Tel : 03 6204 8999 Fax : 03 6204 8991 E-mail : aduan@seccom.com.my Always remember that purchasing bonds are just like any other investment products, with risks and stakes involved. Now that you know the basics of bonds well enough, you can take the next step and purchase your bonds wisely. Bond : Mission To Invest Securities Industry Development Corporation 3, Persiaran Bukit Kiara, 50490 Kuala Lumpur Tel : 03 6204 8889 Fax : 03 6204 8298 www.min.com.my About Us SECURITIES INDUSTRY DEVELOPMENT CORPORATION (SIDC), the leading capital markets education, training and information resource provider in ASEAN, is the training and development arm of the Securities Commission, Malaysia (SC). It was established in 1994 and incorporated in 2007. SIDC has been delivering professional excellence for more than 15 years. We organise training programmes for Malaysian and foreign regulators, company directors and market professionals as well as conduct public investor education seminars on wise investing and investors’ rights. We develop and facilitate training both locally and internationally through a range of programmes and activities, including conferences, seminars, and workshops. In collaboration with the SC, we develop examination questions and modules and conduct licensing examinations as part of the licensing regime for Malaysian capital market intermediaries. Bond: Mission To Invest Investing is a whole exciting adventure on its own. It is no doubt thrilling with beneficial returns but is also a rather challenging topic to master. With so many investment products to choose from, even the most seasoned investors face challenges in managing their portfolio every now and then. Though the Malaysian capital market offers a rich variety of investment products, investors usually stick to the more familiar products such as shares and unit trusts. As an investor, it is wise to diversify your portfolio with different types of investment products. Take time to know your products first before investing. At the end of this leaflet, you will be able to identify the characteristics of bonds and the various details on how and why you should invest in them. Bond funds For more information, visit www.sidc.com.my and www.min.com.my. Copyright strictly reserved© SECURITIES INDUSTRY DEVELOPMENT CORPORATION 1 “ understand before you invest “ This financial literacy programme is supported by Capital Market Development Fund (CMDF). As an investor, you might be more familiar with the term bond funds (unit trusts that invests in bonds). A bond fund is basically a fund that invests collectively in bonds or other debt instruments. To further understand how investments in bond funds work, you will need to take a closer look at what builds that fund, in this case, bonds itself. It is also important for you to know and understand more about bond funds so that you have a clear understanding on the type of investments your money is going into. 2 Investors such as you will then lend these companies money by purchasing the issued bonds, and after a certain period, the company will pay back the amount borrowed. While waiting for the end of that period, the company will regularly pay you interest at a predetermined interest rate also referred to as coupon. [ Issuer pays periodic interest ] [ Project generates income ] 4 3 So, what are bonds? Investors / Lenders A bond is a certificate or security showing that the investor has loaned funds to a company or to a government in return for fixed future interest income and repayment of principal. Let us look at it from a lighter view. When you are in need of a large sum of money, one of the easiest ways to fulfill your fund is by taking up a loan. Huge companies (and even the government too) sometimes need to take loans to fund their projects and ambitions but the funds they need usually out scale the amount that banks are able to offer. So the best way for them to gather their funds is by issuing bonds for the public. 3 Bond Issuers / Borrowers Projects / Developments 1 2 [ Invest / lend funds ] [ Funds being used for] Some of the corporate bonds (in the form of loan stocks) in Malaysia are listed on Bursa Malaysia. However, most of these instruments are issued on a private placement basis and are traded on the over-the-counter (OTC) basis. As these bonds are issued without prospectus, the instruments could only be issued or offered to a restricted list of investors as specified under the Capital Market & Services Act 2007 (CMSA). For instance, such bonds could only be offered to individual investors with high networth of RM3 million or above. 4 Bond terms and characteristics There are several specific terms and characteristics of bonds that you should be familiar with, as listed below : Nominal value The amount that the issuer has agreed to pay the bond holder at maturity date. Yield The discount rate or interest rate that an investor wants from investing in a bond. The yield is not the same as the coupon rate of a bond. It can also be known as face value, par value, redemption value or maturity value. Coupon rate The amount of interest the bond holder will receive at regular intervals, also known as coupon payment. E.g. : If you own a RM100,000 bond with a coupon rate of 7%, the annual interest payment is : RM100,000 x 7% = RM7,000 Term to maturity The number of years leading up to the date when the issuer will repay the bond holder’s principal investment. Trust deed A legal agreement detailing the issuer’s obligations related to the bond issue. Trustee The third party with whom the trust deed is made. The trustee’s role is to ensure that the terms and conditions of the trust deed are carried out. Type of issuer 5 Price of bonds are quoted in relation to their yields. As the required yield increases, the price of the bond decreases. The reverse is also true. The issuer of a bond is a key feature to consider when choosing bonds to invest in. In Malaysia, the issuers of bonds can be the government, banks, financial institutions and companies. Call provision Entitles the issuer to repurchase or “call” the bond from their holders at a stated price within a predetermined period. Sinking fund In a sinking fund bond, the issuer periodically puts aside money for the eventual repayment of the debt. This provision may be included in the bond trust deed to protect investors. What are the advantages and disadvantages of investing in bonds? Advantages Disadvantages Annual fixed interest income (regardless of the company’s performance) Bond holders will not be paid higher if the company does well as opposed to ordinary shareholders Bond holders have higher precedence over ordinary shareholders on distribution of earnings Bond holders have no voting rights 6 The difference between investing in bonds and investing in shares Though bonds are used as a trading instrument as well as shares, there are several prominent differences between the two. Below is a table comparing bonds and shares : Bonds Stocks Bonds are debt Stocks are equity When you purchase a bond, you become a creditor to the company When you purchase a stock, you own part of the company Bonds have a maturity date Shares last as long as the company Returns on a bond are predetermined Returns on shares depend on the company’s performance Are bonds risk free? Like all investments, investing in bonds carry certain risks too. Among the risks, two of the most notable are credit and interest rate risk. • Credit risk Credit risk is when the issuer fails to pay the coupons or is unable to return your principal upon maturity. In general, bonds that are considered as the least risky would be bonds that are issued by the Government. • Interest-rate risk Interest-rate risk is also called price risk or market risk. It refers to the possibility that income and/or capital loss will occur because a change in the level of interest rates consequently affects bond price. Bonds are approved by the Securities Commission Malaysia (SC) under the disclosure-based regulation (DBR) and investors should make informed decision through relevant information disclosed by issuers, transaction documents and other current information related to the issuers. 7 Why should I invest in bonds since they have risks too? If you are among those who cannot stomach the volatility of the stock market, then give bonds a try. For an investor that has multiple high risk products in their portfolio, it is advisable to include bonds to provide a certain degree of stability. What are the different types of bonds The classification of bonds follow their maturity terms which are : Long term Have tenures of not less than one year but the most common tenure is five years Short term Maturity of less than one year Another way to classify bonds would be : Conventional bonds Tradable financial instruments issued by company or corporation whenever it wishes to borrow money Islamic bonds (sukuk) Structured to comply with Islamic law and its investment principles 8 Selecting a bond There are five important factors to consider when selecting a bond. Bond rating Measures the investment quality of the bond Length of maturity Indicates how much an investor may stand to lose if interest rates rise Bond features (call or conversion) Investors need to identify if their bonds have the additional feature of a call provision or a convertibility feature A “called” bond means that the bond holder is generally paid a small premium over the bond’s nominal value. A convertible bond enables the investor to change the bond to an ordinary share within a specified time period Tax status Yield to maturity In Malaysia, there is a tax exemption on interest earned by individuals investing in bonds It takes into account the current coupon income and any capital gain or loss that the investor will get by holding the bond to maturity How to read bond ratings Bonds are rated according to the issuing company’s ability to meet its periodic commitments. Rating agencies, not linked to any corporations issuing bonds, will analyze and provide the rating scale of bonds. In Malaysia, there are two privately owned independant rating agencies namely Rating Agency Malaysia Bhd (RAM), which was established in 1990 and the Malaysian Rating Corporation Bhd (MARC), established in 1995. To find out more about these ratings, do visit their respective websites at : RAM : www.ram.com.my MARC : www.marc.com.my 9 Price Transparency Transacted prices for unlisted or OTC bonds can be viewed on daily basis through the Bursa’s Electronic Trading Platform (ETP). The ETP is the centralised price and trade repository and dissemination for the primary and secondary bond market. It is an efficient and facilitative market control system for Bursa Malaysia to supervise the bond market. There are also bond valuations made available by the Bond Pricing Agency. The Bond Pricing Agency (BPAM) is an initiative by the Securities Commission of Malaysia to further boost the transparency and quality of price discovery mechanisms and valuation practices in the Malaysia bond market. To find out more, do visit their respective websites at : Bursa : http://www.bursamalaysia.com/website/bm/trading/bonds/ BPAM : http://www.bpam.com.my/ Are investors’ rights protected when the debtor is unable to pay its debt? Bond holders’ rights are protected under the Companies Act 1965 and CMSA. Under the Companies Act, creditors, including bondholders, can file a winding-up petition for a company when the debtor is unable to pay its debts. When a winding-up order is made, the court appoints a liquidator who oversees the liquidation process. Under the CMSA, all bond issuers are required to enter into a trust deed with an appointed trustee. The trust deed contains bond provisions, covenants, and other requirements set by the SC. The trustee's role is to safeguard the interests of the bondholders as set out in the trust deed and in the CMSA. Bond documents (e.g., prospectus, term sheets, information memoradum) also contain covenants and relevant default clauses specific to the bond issue that provide additional protection to bondholders. The SC's web site provides copies of term sheets and/or principal terms and conditions of bond issuances. 10