Saturday, June 9, 2012

Study Shows Decline in U.S. Share of Global Markets in 2011

The Committee on Capital Markets Regulation (CCMR), an independent and nonpartisan research organization dedicated to improving the regulation and enhancing the competitiveness of U.S. capital markets, released data from the fourth quarter of 2011 and the first quarter of 2012. The value of foreign issuer-raised equity in the U.S. private markets showed a significant increase in 2011, suggesting a further decline in the relative competitiveness of the U.S. public capital markets.
 
On the other hand, while several measures of competitiveness have shown limited improvement in the first quarter of 2012, it is premature to tell whether this is an anomaly or the beginning of a broader trend. CCMR will have a better perspective on these results following the release of our quarter 2 data this summer.

Global IPOs

In 2011, U.S. equity markets captured only 8.6% (by value) of the global IPO market. This is a decrease from 14.2% in 2010 and 16.9% in 2009, and is substantially less than the historical average of 28.7% for the period 1996–2006.

Three of 2011’s 20 largest IPOs were sold on U.S. markets. This represents an improvement from only one IPO in 2010, two in 2009, and none in 2008 or 2007. However, the figure is still lower than the historical average of five IPOs for the period 1996 –2006.

U.S. Public & Private Equity Markets

In 2011, the U.S. raised 42.7% of the equity raised in worldwide public markets. This figure represents a significant increase over the 2010 figure of 30.0%. But it just reflects the fact that U.S. IPOs, of U.S. firms, were more active than IPOs of foreign companies.

At the same time, however, in 2011, the 144A market also captured a larger relative share (6.3%) of foreign issues in the U.S., a substantial increase from 3.8% in 2010. The value of foreign issuer–raised equity on the 144A market during that period was $1.32 billion, a dramatic increase over 2010’s $771 million. This shows that our public markets are still unattractive to foreign issuers who have a real choice as to whether to use them. These issuers prefer the private markets.

In addition, in 2011, a total of 11 foreign companies cross–listed their shares on U.S. exchanges without raising capital. This remains well below the historical average of 18 for the period 2000–2006.

Quarter 1 of 2012

Global IPOs

U.S. equity markets captured 17% (by value) of the global IPO markets during the first quarter of 2012. This is a significant increase over the 8.6% U.S. share in 2011, and a hopeful sign, but it still remains well below the historical average of 28.7%. The U.S. share of the 20 largest global IPOs remained relatively flat.

U.S. Public & Private Equity Markets

In the first quarter of 2012, the U.S. raised 47.4% of global equity raised in public markets. This marks a further increase over 2011 levels. Again, this just shows the active IPO for U.S. firms. More importantly, the percentage of private IPOs by foreign companies relative to total global IPOs in the U.S. decreased in the first quarter to 67.9% (from 82.5% in 2011), reflecting that foreign companies were finding U.S. public markets more attractive. This is a promising development, but the figure remains above the historical average of 64.1%.

The Committee believes that measures suggested in its 2006 Interim Report must be taken to help restore U.S. competitiveness. We also urge regulators implementing the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act to minimize, to the extent possible, adverse competitive impacts, particularly in areas where the U.S. regulatory approach differs significantly from that taken in other markets.

Australian Regulator Consults on New Guidelines for Credit Advertisements

Australian Securities & Investments Commission (ASIC) has released a consultation paper about credit advertising to promote good practice and help industry comply with their legal obligations when advertising credit products and services.  

Consultation Paper 178 Advertising credit products and credit services: Additional good practice guidance (CP 178), reflects ASIC’s strong focus on ensuring accurate advertising that does not mislead financial consumers and investors.  

‘ASIC recognises the important role that advertising can play in helping investors make financial decisions and a focus on ads is part of ASIC’s drive to promote confident and informed consumers’, said ASIC Commissioner Peter Kell. 

‘Ads should give balanced information to ensure the overall effect creates realistic expectations about a credit product or service’, Mr Kell said. 

Mr Kell reminded promoters of credit products and services, and publishers of advertising for these products and services, that ASIC will be regularly reviewing ads, noting recent actions taken against some banks for misleading advertising about credit card limit increases and home loan discounts. 

‘ASIC wants to help industry understand their obligations. However, we will also take action against financial institutions who engage in misleading marketing. We have a greater range of penalties that we can seek in such cases compared to the past’, Mr Kell said.  

‘Banks, credit unions, mortgage brokers and other players in the credit industry have clear legal responsibilities when it comes to advertising which they need to take seriously. We hope this consultation process will help to build clear expectations among industry and better outcomes for consumers.’ 

ASIC’s guidance also contains real examples of the concerns raised with promoters of credit products or services. 

CP 178 relates specifically to credit facilities and builds on Regulatory Guide 234 Advertising financial products and advice services: Good practice guidance (RG 234) which was released earlier this year and applies to all types of financial products.

Saturday, June 2, 2012

New Regulation of Real Estate Investment Trust (REITs) in Thailand

The SEC, Thailand Board and the Capital Market Supervisory Board have approved regulations on establishment and management of Real Estate Investment Trust (REITs) to offer a new investment alternative, develop fund raising framework and investment in real estate to be in line with international practice and facilitate more flexibility for investment in real estate. 

Regulator revealed that “The SEC introduces REITs to facilitate development of fund raising for real estate and real estate investment to be in line with international practice by utilizing trust to create the investment vehicle having company with expertise in real estate investment and management perform duty of REITs manager. 

REIT regulations are partially similar to those governing listed company in the areas of issuance and offer for sale of securities, information disclosure and investor protection. Investment regulations are generally comparable to that of Type 1 property fund but offer  more flexibility and impose less restriction; for instance (1) company with expertise in real estate investment and management is eligible to participate in REITs establishment and management, (2) no restriction on type of investment property is imposed while investment overseas is allowed. In addition, up to 10% of total property can be invested in project under construction and (3) loan for investment or improvement of property is permissible up to 35% of NAV or 60% of NAV, if gaining investment grade. 

Certain aspects of REIT regulations also share similarity with share offering regulations; for instance right of REIT holders to protect their own interest, pre and post offering information disclosure and allocation through securities underwriter, holding of annual REIT holders’ meeting and REIT holders’ right to approve an acquisition or disposition of key assets and related-person transactions.

Key persons in establishment and management of REITs include (1) REIT manager which may be company founded to manage REITs and having expertise on real estate investment and management or asset management company, providing that the company must be approved by the SEC. REIT manager has duty to seek the SEC approval for offer for sale of REITs and (2) trustee which has duty to take custody of REITs’ property and monitor REIT manager’s compliance with trust deed. Trustee must be commercial bank, securities company, asset management company, financial institution or wholly owned subsidiary of the said entities and must be approved by the SEC Board to undertake trust business (professional trustee). 

“REITs will be a new investment alternative for those interested in real estate investment with less restriction than Type 1 property fund due to REITS’ international features and more flexible rules on investment. After REIT regulations become in force, asset management company and Type 1 property fund will have one year adjustment period during which the SEC will continue approving establishment of new Type 1 property fund and existing funds’ increase of scheme capital,” said SEC Deputy Secretary-General.

Thailand Regulator Proposed Revision Concerning Proportion of Investment Unit Holding in Retail Fund

The Securities and Exchange Commission (SEC), Thailand is seeking public comment on proposed revision concerning proportion of investment unit holding in mutual fund for general investors (retail fund). The revision is based on existing key principles aiming to ensure that (i) retail fund’s investment units will be allocated to general investors; (ii) retail fund will not be used to seek undue benefit for any particular individual, in particular tax privilege; and (iii) any person or group of persons will not be allowed to dominate mutual fund management.

Key proposed revisions require retail fund and money market fund to comply with rule preventing any person or group of persons from holding more than 1/3 of total investment units sold which has already been applicable to other types of mutual funds. In case where any person or group of persons holds investment units in the amount exceeding the said limit, asset management company will be prohibited from distributing dividend and counting vote in the excess portion. The prohibition, however, will not apply if excess holding is not resulted from making additional investment, providing that asset management company must arrange to have appropriate measure to prevent other unitholders from being dominated, for example. 

The consultation paper is available on the SEC website at www.sec.or.th. Stakeholders and the interested public are welcome to submit comments through the website, or through facsimile number 0-2263-6332 until June 5, 2012.

FMA Consultation on Disclosure of Non-GAAP Financial Information

The Financial Markets Authority, New Zealand Regulatory watchdog has today published draft guidance for public consultation on the disclosure of non-GAAP financial information.

One of the most common forms of non-GAAP financial information is profit information often referred to as 'alternative performance measures' (APMs). 

"The use of APMs such as 'underlying profit' and 'normalised profit' in public documents including annual reports, market announcements and transaction documents is becoming increasingly common in New Zealand. These measures can provide useful information to investors, but they also have the potential to be misleading if used to mask bad news," said Elaine Campbell, FMA Head of Compliance Monitoring. 

FMA's guidance is designed to assist issuers in their communication of financial information to investors and other stakeholders to minimise the potential for it to be misleading.

FMA commenced initial consultation with market participants in November last year. In developing this draft guidance FMA held targeted discussions with small groups of NZX listed company chief financial officers, independent directors and audit firms. 

"The candid feedback we received during our preliminary consultation has been valuable in shaping the draft guidance within this consultation paper.  It is important for both issuers and investors to have greater clarity on the use of non-GAAP financial information which will contribute to increasing confidence in our markets," said Elaine Campbell.

FMA welcome comments and suggestions from interested parties before the guidance is finalised.
Interested parties are invited to provide feedback on the revised draft guidance to consultation@fma.govt.nz by 5pm on Friday 29 June 2012.

FMA aims to publish final guidance by 31 August 2012 to apply to documents published from 1 January 2013.

The consultation paper can be found here.

Overseas Direct Investments by Indian Party - Online Reporting of Overseas Direct Investment in Form ODI

Reserve Bank of India (RBI) under new circular A.P. (DIR Series) Circular No.131 has included Overseas Direct Investments by Indian Party through Online Reporting of Overseas Direct Investment in Form ODI.

Accordance to the Circular Authorised Dealer Category - I (AD Category - I) banks is invited to A.P. (DIR Series) Circular No. 36 dated February 24, 2010, wherein ADs were advised about the operationalisation of the online reporting system of overseas direct investments (ODI) with effect from March 2, 2010. The system, inter alia enables online generation of the Unique Identification Number (UIN).

Under the online reporting system, AD Category – I banks could generate the UIN online under the automatic route. However, reporting of subsequent remittances under the automatic route as well as the approval route was to be done online in Part II of form ODI, only after receipt of the letter from the Reserve Bank confirming the UIN.

It has now been decided to communicate the UIN in respect of cases under the Automatic Route to the ADs/Indian Party through an auto generated e-mail to the email-id made available by the AD/Indian Party. Accordingly, with effect from June 01, 2012 (Friday), the auto generated e-mail, giving the details of UIN allotted to the JV / WOS under the automatic route, shall be treated as confirmation of allotment of UIN, and no separate letter shall be issued by the Reserve Bank to the Indian party and AD Category - I bank confirming the allotment of UIN.

It may also be noted that the subsequent remittances under the automatic route and remittances under the approval route are to be reported online in Part II of form ODI, only after receipt of the e-mail communication/confirmation conveying the UIN.

The applications in form ODI for overseas direct investment under the approval route would continue to be submitted to the Reserve Bank in physical form as hitherto, in addition to the online reporting of Part I of the Form as contemplated in A.P. (DIR Series) Circular No. 36 dated February 24, 2010.

Saturday, May 5, 2012

DFSA Introduces Proposals to Regulate Credit Rating Agencies

Dubai Financial Services Authority has introduced Proposal to Regulate Credit Rating Agencies Registered under the authority and promote to structure credit rating agencies in Middle east in light of changing global financial and economical chemistry.

This proposal stems from the DFSA’s policy of conforming to international regulatory standards. Poor quality credit ratings assigned by CRAs, particularly to complex structured financial products, are generally recognised as a contributor to the financial markets crisis of 2008. Credit Ratings are relied on by members of the public for investment purposes, market participants for credit assessments of their counterparties and, regulators for regulatory purposes. Therefore, in the wake of the crisis, the international standard setters, particularly the International Organisation of Securities Commissions (IOSCO), placed new emphasis on ensuring that CRAs are subject to adequate regulation and supervision.

The proposals in this paper are designed to meet the IOSCO standards relating to the regulation of CRAs. In designing the proposed regime, DFSA has followed the principles based approach adopted by IOSCO, with recourse to the CRA regimes under EU Regulation 1060/2009 and those adopted by Hong Kong and Singapore where appropriate.