A convertible bond gives the bondholder the
right to convert the bond into a pre-specified number of
common shares of the issuer.
Why may convertible bonds be attractive to investors?
Convertible bonds are attractive to investors as the
conversion (to equity) option allows them to
benefit from price appreciation of the
issuer's stock.
On the other hand, if there is a
decline in the issuer's share price (which causes a
decline in the value of the
embedded equity conversion/call option), the price of the convertible bond
cannot fall below the price of an otherwise identical straight bond.
Why do issuers use convertible bonds rather than straight bonds?
Because of these attractive features, convertible bonds
offer a lower yield and
sell at higher prices than
similar bonds without the conversion option.
Note however, that the
coupon rate offered on convertible bonds is
usually higher than the dividend yield on the underlying equity.
Some useful vocabulary
- The conversion price is the price per share at which the convertible bond can be converted into shares.
- The conversion ratio refers to the number of common shares that each bond can be converted into. It is calculated as the par value divided by the conversion price.
- The conversion value is calculated as current share price multiplied by the conversion ratio.
- The conversion premium equals the difference between the convertible bond's price and the conversion value.
- Conversion parity occurs if the conversion value equals the convertible bond's price.
Why issuers often embed a call option alongside the conversion option in the convertible bond?
Although it is common for convertible bonds to reach
conversion parity before they mature, bondholders
rarely exercise the conversion option, choosing to
retain their bonds and
receive (higher) coupon payments instead of (lower) dividend payments.
As a result,
issuers often embed a call option alongside the conversion option in the convertible bond, making them
callable convertible bonds.
An example: Proposed ICUL of Aeon Credit
http://www.bursamalaysia.com/market/listed-companies/company-announcements/5374537
Summary of proposed ICUL (Convertible Bond) of Aeon Credit
1. Proposed right issue to raise RM432,000,000, represented by the 432,000,000 ICULS to be issued.
2. The coupon rate for the ICULS will be a minimum of 3.5% per annum, payable on an annual basis (“ICULS Coupon Rate”).
3. The ICULS holders can convert their ICULS held into new ACSM Shares anytime from and including the date of issuance of the ICULS (“Issue Date”) up to its maturity date, which is the third (3rd) anniversary of the Issue Date (“Maturity Date”).
4. Any ICULS which are not converted would be mandatorily converted into new ACSM Shares on the Maturity Date.
5. The conversion price for the ICULS has not been fixed.
6. The Board shall determine the ICULS conversion price, taking into consideration the following:
(i) the theoretical ex-all price (“TEAP”) per ACSM Share taking into account the Proposals, calculated based on the 5-market day volume weighted average market price (“VWAMP”) up to the date immediately preceding the Price Fixing Date;
(ii) the then prevailing market conditions; and
(iii) the final ICULS Coupon Rate and pricing for rights issue exercises.
7. In any event, the ICULS conversion price shall be determined at a minimum of 15.0% discount to the TEAP as calculated in (i) above.
[Comments:
Benefits for the issuer:
- Using ICULS, the company, Aeon Credit, would be able to raise fund by paying a lower coupon rate of 3.5% per annum.
- The issuer also embed a call option along side the conversion option in the ICULS; any ICULS that are not converted before the Maturity Date would be mandatorily converted into new ACSM shares on the Maturity Date.
Benefits for the investors:
- The company has proposed that the ICULS conversion price shall be determined at a minimum of 155 discount to the TEAP (theoretical ex-all price) as calculated in (i) above. Thus, the investors benefit by buying with a discount to the prevailing mother share price.
- The investors of the ICULS hope to benefit from price appreciation of the issuer's stock.]
MULTIPLE PROPOSALS AEON CREDIT SERVICE (M) BERHAD ("ACSM" OR THE "COMPANY") I) PROPOSED BONUS ISSUE; AND II) PROPOSED RIGHTS ISSUE (COLLECTIVELY REFERRED TO AS THE "PROPOSALS").
AEON CREDIT SERVICE (M) BERHAD |