Convertible Debentures Quotes

NRIs are allowed to invest in non-convertible debentures (NCDs) of an Indian company.

Now that Ivar had converted his debentures into more flexible obligations, he was free to plan his future monopoly-for-loan transactions without a ticking clock. He had added to his track record of impressive returns for investors by giving American holders of gold debentures 5 percent more money than they expected, faster than they expected it. And he had demonstrated to Lee Higginson, and other bankers, that he was a sophisticated financier. The bankers were impressed by his new recapitalization technique.

International Match debentures were quoted at $129, a high level for a security that would repay just $100 in eighteen years. The price was so high because of the conversion right. According to Berning “practically all debenture holders” had converted into common shares.15

W.A.C. Bennett grew tired of the company’s obstinance. In August 1961, after rumors of a potential takeover had circulated within the province for months, Bennett introduced the Power Development Act into the legislature in order to confiscate BC Electric for C$111.0 million. The bill passed unanimously, allowing the government to seize control of the utility. The move was highly controversial, sparking an uproar within the business press, with some overly dramatic papers even labeling Bennett a dictator. In an unfortunate coincidence, the head of British Columbia Power and BC Electric, A.E. “Dal” Grauer, had passed away a few days earlier, and his funeral transpired on the very same day the government took over the company he had led.184 In addition to taking BC Electric, the bill offered to buy the rest of BC Power for C$68.6 million, with interest accruing on this amount until the offer expired at the end of July 1963. Combined with the C$111.0 million paid for BC Electric, this offer would result in a total payment for all of BC Power’s operations of C$179.6 million—or the equivalent of C$38.00 per share. Bennett justified this price by highlighting that the proposal was a premium to the C$34.75 price the shares sold for the day before the expropriation.185 While the combined price of C$38.00 per share was reasonable, the valuation for the constituent parts was peculiar. The C$111.0 million price for BC Electric matched its paid-in capital but ignored the other C$28.6 million of common book equity. And this amount sidestepped the debate over whether book value was even an appropriate methodology for the utility in the first place. The C$68.6 million price for the rest of BC Power’s assets was even odder since these remnant assets generated no income and were carried on the balance sheet at only C$4.0 million. This was a clear overpayment for the holding company’s assets, proposed to entice it into consenting to the BC Electric takeover.186 Predictably, BC Power did not stand idly by. After preliminary attempts to negotiate a higher price were thwarted, the company took action in the Supreme Court of British Columbia on November 13, 1961. BC Power sought rulings on the validity of the initial Act, the right to additional compensation, and the convertibility feature of debentures issued by BC Electric (more on this last point in the next section).187 While the parties awaited trial, the government took additional steps to further entrench the takeover. At the end of March 1962—nearly eight months after the original seizure—the British Columbia legislature passed two new statutes. The first was the province’s amendment of the Power Development Act, which paid an additional C$60.8 million to BC Power for BC Electric and eliminated the offer for the rest of the parent company’s assets. Table 1 shows that the amendment didn’t significantly alter the total compensation. But the new consideration was a more realistic number for BC Electric and solved for the peculiar offer for the remaining assets, which BC Power would now have to sell themselves.

Before wrapping up this chapter, let us look at one of the deadly scams in the Indian primary market history. There was company named ‘MS shoes east’. Shares of this company traded in Rs 150-200 range throughout the year 1994. But towards December 1994 it spurted to Rs 500 without any justifiable rationale behind the raise. Its promoter Pavan Sachedeva and his broker artificially manipulated the stock price to this level.   By February 1995, the company devised an expansion plan for an estimated expense Rs 700 crores. It proposed to raise around Rs 428 crores by means of Fully convertible bonds. These bonds were to be sold at Rs 199 each through public issue. The idea was to provoke people to subscribe the issue with a hope of converting this bond of Rs 199 to a share of Rs 500.   Well, his brokers was constantly buying the stocks from the open market to maintain the price at that high level. But the situation had already worsened. He had bought too much and had too little money at hand that he could not pay the stock exchange for all the purchases he made. BSE could not give money to the sellers of that security. Things turned out to be serious. You may find it hard to believe  - the BSE was shut down for three consecutive days without any business.   Before this drama came to light, FCD ('Fully Convertible Debenture) public issue was a big success and it almost stole the show. Delighted by the overwhelming response from the investing community, MS Shoes had announced to close the public issues few days before the stipulated time. The world came to know that the cruel plan of manipulating the stock price was only to push the bond issue successfully. Even the authorities woke up to the problem. The company was issued a notice. And also it allowed the investors to take back their FCD application. Almost all the investors took back. Even the underwriter refused to buy the unsold portion of the issue because the company had voluntarily announced to close the issue before the end date. The ruling was in favor the underwriter. Sachedeva declared himself to be innocent. MS shoes office resembled a mourning house with  deserted look.   There was one Sachedeva who came to light. There were and probably still are more of them out there.

NRIs are allowed to invest in equity shares or convertible debentures of companies under the Foreign Direct Investment (FDI) scheme

Ivar and Lee Higginson decided to have International Match issue new securities called convertible gold debentures. “Debenture” was just a fancy term for “bond” – debentures were a fixed claim on interest payments by the corporation plus a return of the principal amount on the maturity date, which in this case would be twenty years. Debentures had a limited upside, but were safer than shares. These “gold” debentures were safer still, because they were payable in either dollars or gold, at the holder’s option. If International Match became bankrupt, holders of debentures would be repaid first, before shareholders received any money. These debentures gave investors the right to receive annual interest payments of 6.5 percent from International Match, an attractive rate at the time.

You could issue two classes of stock—class A and class B. The public would get class Bs, which would carry one vote per share. The founders and inner circle, and your convertible debenture holders, would get class As, which would entitle them to name three-quarters of the board of directors. In other words, you raise enormous sums of money, turbocharge your growth, but ensure that you keep control.

In contrast, FCDs or fully convertible debentures, are converted on a predetermined date at a fixed price and the investors get interest at regular intervals till the date of conversion into equity.