INTERNATIONAL FINANCIAL

INSTRUMENTS

International Business Presentation By:

Ankur Srivastava*
Sabyasachi Mondal*
Shankha Sengupta*
*Doctoral Research Scholar,
IBS, Hyderabad
Foreign Currency Convertible Bonds (FCCB)
FCCBs may be defined as debt instruments denominated in foreign
currency and are generally subscribed by non-residents ; the bonds may
be converted into equity shares of the issuer after a pre-decided period at
the pre-defined strike price, or, may be paid off at a conditioned premium

Important Features of FCCBs:

 It is a quasi-debt instrument, which may be transformed into the
company’s equity shares at the discretion of the investor, at a pre-
determined strike rate.
 FCCB issues have a ‘Call’ and ‘Put’ option as per the structural
requirement of the bond. A call option provides the right to the issuer to “
Call ” the loan and make an early redemption. In contrast, a “put” option
entitles the lender to exercise the option to convert the FCCB into equity;
both options subject to RBI guidelines.
Important Features of FCCBs (contd…..):
The coupon on bonds can also be zero and are known as zero
coupon Bonds (ZCB) in view of attractiveness of options attached to
them. In case of ZCB, the holder is basically interested in either
conversion of the bonds in equity or capital appreciation.
 The redemption of FCCB can be made at a premium or at par or
even at a discount depending upon the coupon offered. The Present
value of overall remaining cash flow determines the valuation of
Bonds.
 FCCB are generally issued by Corporate, which have high promoter
shareholding and hence do not perceive any risk of losing
management control even after exercise of conversion option.
 The foreign holder of FCCB can trade the FCCB in part or in full.
Therefore, the holder can sell the debt part while retaining the Option;
and vice versa.
 Regulatory Guidelines for Issuing FCCBs:
 Prior information should be given to the Stock Exchange by the listed
issuer company, seven days before the board meets for considering the same
 Board of Directors need to pass Board resolution pertaining to the issue of
the FCCBs
 Shareholders meeting should be arranged to receive the shareholders
consent regarding future enhancement of borrowing powers of the Board,
creating mortgage for secured FCCBs, or obtaining approval for further
capital procurement through issue of FCCBs
 Trust Deed should be frames, and respective Trustees for the bondholders
should be appointed as also redemption reserve amount should be created
 Indian Stock Exchange should provide ‘in-principal’ bond approval, to
allow listing of the shares issued upon conversion of bonds, when the
bondholder implements the convertibility option
 Offer Document should be filled with SEBI, RBI and stock exchanges
prior to FCCB issue
 External Commercial Borrowings (ECBs)
DefintionI: External Commercial Borrowings (ECB) refer to
commercial loans in the form of bank loans, buyers’ credit, suppliers’
credit, securitized instruments (e.g. floating rate notes and fixed rate
bonds) availed of from non-resident lenders with minimum average
maturity of 3 years. (RBI Directive, 2009)

DefinitionII: ECBs may also be defined as source of funds pertaining to

the requirement of corporates from abroad with the advantage of:
Reduced interest rates prevailing in the international financial markets
Longer maturity period
Assists in financing expansion of existing capacity as well as for fresh
investment
 Modes of Raising ECBs:
 Foreign currency loan raised by residents from recognized lenders
Commercial Bank Loans : in the form of term loans from banks outside
India
Buyer's Credit & Supplier's Credit
Securitized instruments such as Floating Rate Notes (FRNs), Fixed Rate
Bonds(FRBs), Syndicated Loans etc. Syndicated Loan
Credit from official export credit agencies
Commercial borrowings from the private sector window of multilateral
financial institutions such as International Finance Corporation
(Washington), ADB, AFIC, CDC,
Loan from foreign collaborator/equity holder, etc and
corporate/institutions with a good credit rating from internationally
recognized credit rating agency
Lines of Credit from foreign banks and financial institutions
 Modes of Raising ECBs (contd…….):
Financial Leases
Import Loans
 Investment by Foreign Institutional Investors (FIIs) in dedicated debt
funds
External assistance, NRI deposits, short-term credit and Rupee debt
Foreign Currency Convertible Bonds
Non convertible or optionally convertible or partially convertible
debentures
Redeemable preference shares are considered as part of ECBs
As per Indian corporate law, all preference shares are
mandatorily redeemable unless they are convertible
Hence, convertible preference shares will not be ECB (will be
Foreign Direct Investment)
 Non convertible, partly convertible or optionally convertible
preference shares are treated as ECBs
 Routes for Obtaining ECBs:
ECBs can be accessed under two routes:
Automatic Route and
Approval Route.
Eligible Borrowers:
Recognized Lenders:
Permitted End Uses of ECBs:
 Participatory Notes:
Participatory Notes (PNs) are instruments used by foreign funds, not
registered in the country, for trading in the domestic market

Participatory notes are like contract notes and are issued by foreign
institutional investors, registered in the country, to their overseas
clients who may not be eligible to invest in the Indian stock markets

Foreign institutional investors invest funds on the behalf of such

investors, who prefer to avoid making disclosures required by various
regulators. The associates of these FIIs generally issue these notes
overseas.

PNs are, in fact, offshore derivative instruments issued by foreign

institutional investors and their sub-accounts against underlying
Indian securities. Participatory notes are issued where the underlying
assets are securities listed on the Indian bourses.