Mr Modi, In My Humble Opinion Sir, You Should Convert

Mr Modi, In My Humble Opinion Sir, You Should Convert

Anyone hoping for a controversial call here to India′s new Prime Minister to switch religion is going to be sorely disappointed. However, albeit potentially not as spicy I′ll admit, there′s plenty going on in the Indian finance and investment arena at the moment to focus on and be excited about.With the Sensex crossing the 25,000 mark for the first time ever, there′s certainly a great deal of positivity out there as a result of the change of government. Investors are hoping that the new regime will deliver on both economic and market reforms much needed to re-invigorate the country′s flagging growth rate. Indeed, India stands on the verge of a new era and it is imperative that the new government be on point with its financial strategy.As Narendra Modi (a.k.a NaMo) settles in to his new job and gets his feet under his desk, one of the primary issues on his agenda will be public funding. No doubt the exiting party will, in true time honoured fashion, barely leave two brass farthings (or perhaps more aptly, two paise) in the coffers to rub together. Mr Modi will need to create some liquidity. Pronto.Mr Modi's options Higher taxation We all know the tax system is very effective in India (ahem!). Reportedly, only 2-3 per cent of Indians actually pay any tax at all. So a bit of a hill to climb there, I think.His second (and probably more realistic) option is to raise money. He can either sell bonds to the public via the central bank or he can sell assets to investors. I believe that the new PM should consider selling partial stakes in PSUs (Public Sector Undertakings). PSUs are companies in which the government has a 51 per cent or greater equity stake. Now, he could either sell the equity outright but I believe that by using Convertible/ Exchangeable Bonds, the government can: a) sell these stakes at a premium to current market value; b) issue bonds at lower interest rates to domestic Indian lending charges; and c) retain the full size of their stakes until/if the bonds are converted.So, what is an Exchangeable Bond An exchangeable bond or simply “exchangeable” is a type of convertible bond. In a regular, plain vanilla convertible issue the borrower issues debt that is convertible into the company's own shares. By embedding an equity option in the bond, issuers can access cheaper financing than would otherwise be available via straight bond issuance. Where an “exchangeable” differs from the norm is that the issuer and the underlying company are different. This has been a popular structure with foreign multi-nationals (especially with Germans historically, who have used exchangeables to divest cross holdings in other group or non-group companies). Foreign governments have also used exchangeables to raise money by divesting their holdings in the public sector.On the flip side of the coin, investors favour the structure as the credit risk on the issuer is bifurcated from the risk on the underlying stock. That is, the underlying stock may perform poorly but as long as the issuer's credit remains solid, bondholders will be comfortable with regard to retrieving their initial investment.Exchangeables - the International Experience

IssuerUnderlying StockIssue Size
Salzgitter Finance BVAurubis AGEUR 295.5 million
Aabar InvestmentsDaimler AGEUR 1,250 million
Khazanah (Malaysian State)IHH HealthcareS$ 600 million
Group Bruxelles LambertSuez Environnment Co.EUR 400.8 million
Mandalay Resources (Canada)SPDR Gold ETFUS$ 60 million
CEZ (Czech Utility Co)Hungarian Oil & Gas PLCEUR 470.2 million
Banco Espirito Santo (Portugal)Banco Bradesco (Brazil)US$ 450 million
Source: KNG Database
Exchangeables - the Scope in India
The Indian government has interests in over 250 separate companies ranging from the travel sector to energy and infrastructure. Not surprisingly, for a country on such a steep growth trajectory, the energy sector dominates public sector interests. Irrespective, these are all sectors to which investors would dearly like to gain exposure. The largest PSU is the Indian Oil Corporation (IOC) with a market capitalisation of around $15 billion. The Indian government currently owns 68.57 per cent of the company. The government could consider reducing its stake to 51 per cent by selling 17.57 per cent of its shares to the public - worth approximately $ 2.6 billion. However, it could achieve a significantly better valuation by offloading the shares by issuing a government of India exchangeable into IOC shares.By issuing an exchangeable rather than selling straight shares enables the issuer, in this case the government, to charge a premium to the price on the Sensex. Why so Since the government is guaranteeing an end value for the bond at maturity, hence protecting the investor from any equity downside (ceteris paribus), it gets to charge investors a premium for this protection. I estimate that this premium can be anywhere from 25 per cent up to 40 per cent. Through an exchangeable, the government can achieve a value for its 17.57 per cent of $3.25 billion at the lowest end of the scale - over $500 million in excess of current equity market value. Moreover, an exchangeable/convertible note issued by the government would no doubt prove extremely popular with global investors.
Table 2: Government Shares in Top 10 Largest Indian PSUs' - There is Scope for Divestment
PSU NameSectorGovt Stake (%)
Indian Oil CorporationEnergy68.57
National Thermal Power CorporationEnergy75.00
Bharat Petroleum Corporation LimitedEnergy54.93
Hindustan Petroleum Corp. of IndiaEnergy51.11
Oil and Natural Gas CorporationEnergy68.94
Steel Authority of India LimitedMetals and Mining80.01
Bharat Heavy Electricals LimitedEngineering63.06
Bharat Sanchar Nigam LimitedTelecom100.00 (unlisted)
Hindustan Aeronautics LimitedAeronautics67.72 (unlisted)
Domestic vs Foreign Funding - Accessing More Favourable Pricing:
Foreign investors remain marginal players in the domestic market due to central bank imposed market restrictions. Yet, it's foreigners who can provide cheaper funding. “India should introduce wholesale liberalization of rules restricting foreign investors from participating in the domestic bond markets” (Financial Times, Sept 2013). The SEBI published a paper last year condemning the current restrictions as running counter to India's growth needs. Opening up the market will enable India to tap foreign money much needed to fuel growth. By going overseas, issuers can borrow at single digit rates (5-7 per cent) in foreign currency as opposed to mid to high teens (13-17 per cent) in Rupees. For companies that have a significant international element to their business model, borrowing in foreign currency is especially scalable.The recently concluded elections and the landslide endorsement of the BJP is a clear message from the electorate. They want an economically resurgent India. They want the nation's growth rate to return to the high single digits at the very least. India needs to invest heavily in the areas of infrastructure (where the government needs to plough in trillions of dollars), welfare, housing and job creation (not to mention manage the fiscal deficit). For that, India will need liquidity and plenty of it. Moreover, I believe foreign currency exchangeable bonds offer the perfect route to maximising the selling value of government assets and simultaneously accessing cheaper rates of funding. The new government would be well advised to take a closer look at this financing option.Hopefully, I'm preaching to the already converted.
Arup K. Ganguly is a Managing Partner at KNG Securities LLP (KNG), a City-based specialist broker-dealer in fixed income and convertible bond products.

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