About the Colombo Stock Exchange

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3 About the Colombo Stock Exchange What is the Colombo Stock Exchange? The Colombo Stock Exchange (CSE) operates the only share market in Sri Lanka and is responsible for providing a transparent and regulated environment where companies and investors can come together. The CSE is a company that is limited by guarantee established under the Laws of Sri Lanka. The CSE is licensed by the Securities and Exchange Commission of Sri Lanka (SEC) and is a mutual exchange consisting of 15 Members and 14 Trading Members. All Members and Trading Members are licensed by the SEC to operate as Stockbrokers. At present the CSE functions as a market operator and through its fully owned subsidiary, Central Depository Systems (Pvt.) Limited (CDS), acts as a clearing and settlement system facilitator. The CSE also oversees compliance through a set of rules, promotes standards of corporate governance among listed companies and is actively involved in educating investors. In the course of its operations, the CSE interacts with many customers and stakeholders which include issuers (such as companies, corporations and unit trusts), commercial banks, investment banks, fund managers, stockbrokers, financial advisors, market data vendors and investors. A brief history of the CSE The CSE s origin story dates back to the 19th century. The trading of shares in limited liability companies began with the inception of the Colombo Share Brokers Association (CSBA) in In 1904 the CSBA changed its name to the Colombo Brokers Association (CBA). The share market was opened to the public in July 1984 as the CBA recognised the importance of mobilizing local savings to meet the capital requirements of the growing private sector of the country. A public trading floor was established with an Open Outcry system of trading, instead of the Closed Door system of trading utilized previously. In 1985, a formal stock exchange was established in Sri Lanka. It was then called the Colombo Securities Exchange (GTE) Limited and in 1990 came to be known as the Colombo Stock Exchange. The CSE was one of the first Exchanges in the region to have in place a depository for listed securities with the implementation of its clearing and settlement house and in 1991 successfully installed an automated electronic clearing and settlement system-central Depository System (CDS). The CSE introduced its Automated Trading System (ATS) in This has enhanced the transparency and efficiency of the securities market in Sri Lanka. In recognition of the technology, systems and regulation, the CSE was admitted to the World Federation of Exchanges (WFE) in 1998, becoming its first South Asian member. It was also a founding member of the South Asian Federation of Exchanges (SAFE) in In 1999, the CSE commenced the broad-basing of the stock market by establishing a regional office in Matara in the Southern Province of Sri Lanka. In addition the CSE currently operates branches in Kandy, Kurunegala, Negombo, Jaffna Anuadhapura and Ratnapura providing access to regional investors. In February 2012 the CSE migrated to the Automated Trading System 7.10 (ATS 7.10), a new trading platform which permits a broad range of trading functionality and efficiency. It is also a multi-asset platform that facilitates trading of several types of assets including equities, derivatives and fixed income. The CSE also partnered with S&P Indices to jointly develop the S&P Sri Lanka 20 Index (S&P SL 20) launched in June The new index is comprised of the 20 largest and most liquid stocks of the Sri Lankan equity market. The index is based on S&P Indices global index methodology, which provides consistency and transparency. It is anticipated to provide the foundation for the introduction of tradable instruments such as Exchange Traded Funds (ETFs). Colombo Stock Exchange - Investing in Shares A Basic Guide 3

4 With the near and medium term outlook strong for our economy, the position of the CSE as a conduit of investment has become paramount. As per its Vision To be the preferred choice for creation of wealth and value the CSE endeavours to continually improve and expand in its role as market developer and regulator. Listing Platforms Equity securities of a public company can be listed on either the Main or Diri Savi Board of the CSE. The Main Board consists of companies which have a larger capital base while medium to small companies and start-up companies are listed on the Diri Savi Board. Price Indices The CSE has two main price indices, the All Share Price Index (ASPI) and the S&P Sri Lanka 20 Index (S&P SL 20). These index values are calculated on an on-going basis during the trading session, with the closing values published at the end of each session. Additionally Total Return Indices (TRI) are calculated to track the market performance on a Total Returns basis. The TRI exceeds the scope of existing price indices (ASPI and S&P SL20) and incorporates returns from dividends into its computation. CSE publishes TRI based on the ASPI and S&P SL20. Price indices and TRI are also calculated for each of the 20 business sectors based on the ASPI. Formally the CSE also calculated the Milanka Price Index (MPI) and Total Return Index based on Milanka Price Index (MTRI) which was discontinued with effect from 01 January Data Dissemination Live market information is presently being disseminated through stockbrokers, information vendors, CSE branches, print and electronic media. International financial press such as Reuters, Telekurs and Bloomberg also provide daily online trading information to investors worldwide. The CSE website provides access to a comprehensive array of real time market information, order book information and includes charts and graphs of market and company performance to help existing and potential investors make informed investment decisions. The website is designed to function as the primary communication channel of the CSE and most information on the website is downloadable in Excel, CSV and XTML formats. The CSE website also facilitates fast access to individual listed company profiles, as well as links to Online Trading platforms offered by Stockbroker firms. A dedicated website for the CDS - is also accessible by the general public. * Calculated for 3 months & annualized Market Highlights Performance in 2013 The CSE has generated a total turnover of Rs Bn for 2013 in comparison to Rs Bn during the same period in Colombo Stock Exchange - Investing in Shares A Basic Guide

5 The market value of listed companies or Market Capitalization of the CSE stood at Rs. 2,459.9 Bn as at the end of 2013 reflecting an increase of 13.5%. The CSE has shown a decline in the level of market liquidity, as measured by the Turnover Velocity. Turnover Velocity is calculated as Turnover divided by Average Market Capitalization. Turnover Velocity decreased from 9.8% in 2012 to 8.7% during During the year 2013 the CSE was a significant source of finance for listed companies and helped raise a total of approximately Rs. 68,756.7 Mn from Equity and Debt Initial Public Offerings (IPO) and Rs. 25,493.8 Mn through Rights Issues. Committed to Growth The CSE s strong commitment to development activities within Sri Lanka has been the basis of its growth and evolvement as a conduit for resources of savers and investors. As at the date of publication the CSE is home to 289 listed companies. The CSE has embarked on a focused transformation effort targeting issuers, investors and intermediaries. The CSE is pursuing improvements in several areas including market development, infrastructure, regulation and risk management. It is the CSE s aim to enhance competitiveness and visibility of the Sri Lankan share market by capturing a diverse customer base of which we hope you will be a part. Primer Why Shares Specifically? You may have already heard or read that over a long term, investments in shares outperform most other investments. A properly managed equity investment portfolio that minimizes manageable risk and maximized returns, will make a good investment vehicle to surpass inflation which is the common enemy of all the investment vehicles. What are shares? A share is simply a part ownership of a company. It represents a unit in the capital of the company. When you own one or more shares in a company, you are called a shareholder. In return for investing in the company, shareholders can receive dividends and other benefits such as the right to vote at general meetings of shareholders. Why do companies issue shares? Equity Capital and Debt Capital Companies issue shares to raise money from investors in order to finance and grow businesses. Such finances can be borrowed or raised by issuing shares. The company can raise funds by borrowing from a bank or by issuing bonds. These are classed as debt capital. The money that a company raises by issuing shares to investors is called equity capital. Unlike debt capital which is borrowed money which needs to be paid back to the party from which it is borrowed, equity capital represents continuous ownership of the company and therefore does not need to be repaid. By becoming an owner or shareholder of a company you assume the risk of the company not being successful. Ofcourse it is equally important to recognise that shareholders earn a lot if a company is successful. What are listed companies and what does going public mean? Sometimes a company chooses to raise finances by being listed on a stock exchange and issuing shares to investors. This is called going public. The process of being listed enables shares of a company to be traded on that country s stock exchange. These companies are called listed companies. They need to be in compliance with a particular Exchange s set of listing rules which may set out requirements such as previous profit records, issued/paid up capital, minimum numbers of shareholders and various disclosures to be made to the public, in order to be admitted to the official list. Colombo Stock Exchange - Investing in Shares A Basic Guide 5

6 Graphical Review ( ) Annual Turnover and Turnover Velocity (%) % % % 35% 30% 25% Rs. Bn % % % 8.7% % % 15% 10% 5% Annual Turnover (Rs.Bn) Turnover Velocity (%) Market Capitalization & No. of Listed Companies * , , ,167.6 Rs.Bn 242 2, , * As at end of the given year Market Capitalization (Rs.Bn) No.of Listed Companies Rs.Mn Total No.of Equity IPOs and Total Fund Raised 13 19, , , Total Fund Raised (Rs.Mn) Total No. of Equity IPOs Daily Average Value & Volume Rs.Mn 2, , No.Mn Daily Average Trading Value (Rs.Mn) Daily Average Trading Volume (Million shares) 6 Colombo Stock Exchange - Investing in Shares A Basic Guide

7 What types of shares are there? A company can issue different types of shares such as ordinary shares, non-voting shares and preference shares to name a few. In addition a company can issue any type of share which the laws of the country it is incorporated in allows. Ordinary Shares Ordinary shares are by far the most common form of equity security. Ordinary shares offer the investor both the right to vote at the company s General Meetings and the entitlement to a share of dividends declared. The combination of entitlement to a share of the company s profits and control means that, ordinary shareholders are the owners of a company. In the event the company is liquidated, shareholders will be settled after all the creditors, depositors and debt holder dues have been settled. Non-Voting Ordinary Shares These shares have the same characteristics of ordinary shares, except the right to vote at the company s General Meetings. Preference Shares These are shares which guarantee priority in the payment of dividends at a predetermined rate. This means that the preference shareholder has a claim on the company s earnings before an ordinary shareholder. Preference shares do not entitle the holder to any voting rights. In the event of liquidation, preference shareholders will have priority settlement over ordinary shareholders. Why do Investors Buy Shares? Shares for Diversification Because there is an element of risk in any investment most investors utilize diversification as a strategy to reduce and manage risk. The famous investment adage don t put all your eggs in one basket is the best way to understand what diversification is. In the context of investment this means that to minimize risk an investor has to diversify investments across various investment products. This is because the performance of markets, shares and certain other investments follow cycles. A savvy investor will not limit his investments to one asset class. Some investors fall into the trap of putting all their money into one asset class usually at its peak, and then watch as another asset class takes off. It is better to diversify-spreading your risk, enjoying the upturns in market, rather than trying to time the market. If equities are your sole investment, it makes sense to diversify between different companies and sectors. In this way, loss made on some investments can be absorbed by gains made in others, keeping the overall return on investments positive. Shares for Capital Growth Capital growth is the increase in a value of a particular type of asset over time. People invest in shares because they offer the possibility that share prices will rise. In fact studies have shown that over the long term horizon investment in shares has provided greater returns than most other forms of savings or investments. Owning a share with a rising value allows you to grow your investment. In addition, they are either paid dividends or dividend re-investment plans which can multiply the capital growth effect of a share investment. Colombo Stock Exchange - Investing in Shares A Basic Guide 7

8 Shares for Dividends Dividends are returns paid to shareholders out of the company s net profits in terms of cash or shares. It is a way in which shareholders are rewarded for providing capital. Dividends are usually paid once or twice a year depending upon the company s profit distribution policy. The rate of dividend paid too can vary depending on whether the company is trying to establish itself, in which case the rate would be lower. In comparison to a mature company which may opt to pay a higher rate, again depending on its policy of dividend payment. Tax Benefits In Sri Lanka there are no taxes on capital gains arising from shares which are traded on the CSE. No withholding tax or stamp duties are charged on share trading transactions which are conducted through the ATS. Please note however that a withholding tax of 10% is charged on dividend income. In addition please note that a 0.3% share transaction levy is payable on the value of all secondary market transactions conducted through the ATS. Shares for Liquidity and Flexibility Many investments are reasonably illiquid, which means they cannot be immediately sold and easily converted into cash. Shares give an investor a considerable amount of financial control because of their flexibility and liquidity. In particular ordinary shares are often considered the most liquid of investments. Unlike assets such as property one does not incur significant transaction costs or have to spend a considerable amount of time to buy and sell shares. A share transaction takes three days to settle. There is also a convenience of divisibility in shares. For example if you own 5,000 shares, a portion of 1,000 shares can be sold. Fixed assets on the other hand are not easy to section up in this manner. The risk and reward perspective You need to be aware that there is an element of risk involved if you expect a return on your investment. In the investment universe the closest we can get to ultimate safety for our investment funds is through the purchase of government-issued bonds from countries with very stable economic environs. Investing in shares is riskier than purchasing government bonds, but offer a greater chance of a higher return due to the increased risk. The higher the potential return, the higher the risk to your funds. With shares, various factors including the performance of the company, the performance of the stock market as a whole and the general economic climate, can affect the price of your shares. So, there is certainly an element of risk involved, if the price of your shares has gone down, then the value of your investment will be reduced. You can reduce your risks with careful planning. There are strategies to reduce and manage risk through diversification, as we discussed earlier. About Wise Investors Wise Investors understand their needs and financial ability Before even deciding on where to invest you need to decide what your goals are. Financial goals differ from one to the other. For some, financial freedom means being able to retire earlier. For others, it would be to provide well for their family or be able to enjoy certain luxuries. Do write your goals down. Once your goals have been decided, it is a must to think about how much money you will need to realise them. In order to earn this money from your investment, the asset or product you invest in, must have the ability to grow your capital. This is where the risk - return tradeoff is considered. You should first think about your goals, the time horizon for achieving them and the amount of money needed to attain these in the context of the level of risk you are prepared to take. 8 Colombo Stock Exchange - Investing in Shares A Basic Guide

9 It is a precautionary measure to invest only the money that you don t immediately need and won t need in the foreseeable future. Share investments in particular work best when they are held long-term. If you suddenly decide to sell your shares because you need the money, you should be aware that you would be incurring unnecessary transaction fees and there could be a possibility of losing money if at the point you decide to sell, the price of the shares has fallen to a level lower than when you bought it. As all investors want to optimise their after-tax returns it is also important that you should have at least a basic understanding of the tax treatment of different types of investments. Wise Investors know what products are available on the market Once you have established your objectives you can then discuss a range of products and investments that will assist you in constructing a suitable portfolio for your purposes. Although you can consider making your own investment decisions by informing yourself well, it is always more prudent to ask a qualified financial professional who is well versed in advising the public about investment options. Make sure you understand what you are investing in. On the CSE the following types of securities are available for investment: Ordinary shares with voting rights Ordinary shares without voting rights (Non-voting shares) Warrants Debentures Closed End Funds In addition to securities that are listed on the share market a range of securities that are not listed can also be purchased from unit trust management companies, commercial banks, dealers of government debt instruments and other reputable firms which offer financial and investment services. We cannot stress enough that you should seek professional advice if you fail to fully understand the features of an instrument, the investment-worthiness of the issuer or if any other doubt or confusion arises about the product or its issuer. Wise Investors understand their level of risk tolerance A wise investor chooses an investment product which not only matches his goals and the amount of money available but also according to his tolerance for risk. All investments carry a certain degree of risk. Some investors are risk-takers and others are risk-averse. An investment strategy that a wise investor pursues would fit his / her risk profile. Which profile describes you best? Financial professionals who manage investments on behalf of clients (portfolio managers / investment managers) profile their clients according to the way they perceive the client s willingness to take risk with funds invested. Some such broad risk profiles are given below for your understanding: Conservative risk profile: Aims for capital protection - Takes very low risk Your primary investment objective is to preserve your capital or the principal amount you invested. You want to earn a predictable flow of income from your assets. This means you find it more reassuring to invest in products with fixed Colombo Stock Exchange - Investing in Shares A Basic Guide 9

10 maturities and predetermined returns. Capital growth or growing your wealth is of secondary importance. You are willing to take only limited risks with your assets usually over a short term investment horizon. Defensive or Moderate risk profile: Aims for gradual capital growth - Takes low risk Your principal investment aim is to gain a relatively stable and regular income. You are willing to take a moderate level of risk with the assets you invest in. You aim at generating a gradual increase in your wealth in the long term. The defensive portfolio consists mainly of diversified fixed income securities, with a small portion in shares. Balanced risk profile: Seeks a balance between risk and return Your main aim is to achieve capital growth over the long term. You seek relatively stable returns, but do not mind taking moderate risks. Nevertheless, you expect some income on your assets. The Balanced portfolio is made up with equal proportions of bonds and shares. Dynamic risk profile: Seeks long-term growth potential You want to grow your wealth over the long term. You are willing to take more risks because you want higher returns. You are aware that shares can fluctuate in the short term and consider a temporary fall in your investment as a buying opportunity. Earning income from your assets is of limited importance. The Dynamic portfolio includes investments in a variety of asset classes, with a high percentage of shares. Growth or Aggressive risk profile: On a determined quest for growth Your priority is to generate capital gains. You realize that over time, equity markets usually outperform other investments. However, you re not comfortable having all your investments in equities. You are aware that the more risky the asset; the value of it may fluctuate substantially. You are not afraid of speculating or going into what can be considered as risky economic sectors. You see a temporary market fall/setback as a buying opportunity. You are not concerned about how much income your assets earn. A major portion of a growth portfolio, will be comprised of shares. Wise Investors Do their Homework. They research and explore. Any investment activity entails gathering knowledge. Especially with share investments you have to be prepared to do the homework on the companies you are investing in. This means you have to keep abreast of what s happening in the country, industry and elsewhere which may affect your investment. You would also have to acquire the basic skill of analyzing a company s annual reports, accounts and other statements in order to understand how the company that you invested in is performing and how its share price may move accordingly. Consult your investment advisor/stockbroker to get the latest market information about shares you intend to buy or sell. Making decisions based on rumours, particularly if you yourself cannot explain the choice in a rational manner is certainly not advisable. Conscientious investors also set appropriate benchmarks to measure the performance of their portfolio. Your portfolio is successful if it is achieving or surpassing your investment targets. Particularly if you are an investor who has a large proportion of shares in the portfolio, you must note that the overall market can vary significantly over time and will impact the performance of your portfolio. Therefore, it is usual to consider the overall market performance (in the case of the CSE the reflector is currently the ASPI) as the benchmark. You can also compare the performance of your shares in comparison to the sector they belong to. 10 Colombo Stock Exchange - Investing in Shares A Basic Guide

11 Wise Investors Diversify In determining the asset allocation (what percentage of your total portfolio will be allocated to which asset), diversification is a necessity. As we indicated previously in this booklet, the best way to minimize risk is to diversify your investments across various investment products. If shares are your sole investments, you can spread the risk by diversifying between different companies and sectors. Share Investment Matters Getting Comfortable about Share Investments Once you have made the decision to invest in the share market, getting comfortable about the decision is supported by learning a little more about the market. The manner in which you approach the share market depends on your time frame. In general investors who take a long term view of the market, reap the most rewards. For those investors who have a short term investment timeframe, timing is important as they have to closely keep track of short term movements in prices in order to find advantageous trading opportunities. Familiarise yourself with the manner in which the share market moves just by observing it. You can do this by visiting the CSE website You will be able to see the performance of the overall market as represented by the ASPI or the index of 20 selected companies the S&P SL20, as well as how individual shares perform under different market conditions. The website also offers online education that is designed for investors who are starting out under the CSE Education section. Deciding what shares to buy What shares to buy is a decision that needs to be made in line with your investment goals. Your portfolio should be made up of shares that can attain the performance goals that you set for the shares in your portfolio. While you may adopt a long-term investing view, from time to time there may be share trading opportunities that can emerge which will offer you the chance to grow your investment capital more quickly. Daily /active trading which is a short term investment strategy needs you to carefully consider the risks attached and also the transaction costs. The kind of stock you should invest in depends on many factors. Depending on your risk profile you can consider matching the various categories of shares that exist in the market which are discussed below. Income shares As the name suggests these shares provide steady income streams for investors. These shares historically have paid regular dividends in comparison to others. When buying these shares the important considerations are, the tax applicable on the dividend, as well as the cost of the shares in comparison to the net dividend paid. Value shares Investors tend to think of value shares as bargains as they appear inexpensive relative to the earning ability of the company and other fundamental factors. Value shares tend to have low Price-to-Earning ratios and high Dividend Yields. Long term investors prefer these shares which they often hold over long time periods, until the true value of the share begins to emerge in the form of dividends or increasing share price. Colombo Stock Exchange - Investing in Shares A Basic Guide 11

12 Growth shares Issued by companies that have strong growth potential relative to the general economy and their industries. These shares may pay low dividends or none at all. Investors of growth shares give up income in the present (in the form of dividends) for returns in the future, in the form of growing sales and profits (i.e. a rising share price and hence capital gains). Cyclical shares These shares are issued by companies which are sensitive to business cycles and whose performance is closely tied to general economic trends. Prices of cyclical shares can be volatile as they follow the market expectations of how the general economy would perform. Defensive shares These are shares that remain stable even under strained economic cycles. Unlike cyclical shares these are not affected by general economic trends. Companies producing staples such as food and beverages, oil and gas, pharmaceuticals and insurance are often regarded as defensive shares. Selecting Shares With the help of an advisor you can start learning how to identify the above share types. If you want to go at it alone do start reading up or looking at CSE publications and online education banners on the CSE website. Additionally you can also use the following to obtain information: Stockbroker websites and publications Newspapers and business magazines Business programmes on TV & Radio Websites and publications of data vendors such as Reuters, Bloomberg, Telekurs etc. As you know, companies listed on the CSE are categorised into 20 different sectors. After having identified which type of share and industry category you would buy into, you can go on to individual share selection. When considering buying shares in a particular company, you must first do your research on that company. Please talk to your adviser and/or read comprehensively the research material that can give you a good understanding of the company s activities and its business situation. Be wary of! Speculative Shares When you are exploring the market and doing research for share selection, be wary of companies which lack financial stability or a good track record in earnings and dividends but appear to be focused on delivering growth fast. If a company s publicized future growth is not supported by its fundamentals, they are high risk investments. Factors that affect a decision to sell shares For many investors deciding to sell their shares can be far more difficult than deciding to buy. There are many personal and market driven factors that can lead to a sell decision. Some factors to be considered are as given below: 12 Colombo Stock Exchange - Investing in Shares A Basic Guide

13 The shares are no longer a good fit for your investment goals and risk tolerance This might happen because your goals have changed over time. Alternatively your planned goal may have been achieved. This would mean that you would systematically start selling the shares that were intended to grow to the financial goal planned. Sometimes an investor may find that the company invested in does not appeal to him/her as a good investment any longer. It may have changed its business plans and may not look as stable or there is a lot of volatility in its price movement. This may mean that your investment is no longer within your risk tolerance levels. You need to rebalance your portfolio Rebalancing a portfolio entails bringing the percentage of each asset in an investment portfolio (asset allocation) back in-line if it has deviated away from one s target asset allocation. Say at the start you decided that the best allocation for your circumstances is 60% shares, 30% bonds and 10% cash in your portfolio. If you now have 80% of your portfolio in shares you may consider that shares represent an overly large exposure in your portfolio. In this case you can consider your overall portfolio allocation and diversification within the shares you possess. You can now consider selling-off some of your stocks bringing the asset allocation percentages back into alignment. Tax implications Consult an expert if the treatment of taxation of capital gains and dividend income of shares changes at any point and/or you have reason to believe that the after tax returns from your shares may not meet the required target any longer. Investors may want to sell shares if tax implications disadvantage them in any manner in view of after tax returns earned relative to other investments. Reinvestment opportunities This is when you have identified a company that offers better returns than of the shares you currently hold. You can sell less advantageous shares. It is important to consider how your new purchase will fit into the rest of your portfolio and your strategies of investment. Price movements If a share price suddenly falls beyond a certain acceptable percentage, some investors consider this a sell point, in order to eliminate the possibility of further losses. Keep in mind that you may need to have observed the price movements of a share and have some idea of the share s volatility to see untoward falls in price. Also note that share prices can recover after falling or vice versa, as you will observe once you have spent some time observing and trading on the market. Overvalued shares You may want to sell shares when they are pushed way past their true value. A share is considered overvalued if its current price is not justified by its earnings outlook and is therefore, expected to drop in price. Overvaluation may result from an emotional buying spurt, which inflates the stock s market price, or from deterioration in a company s financial strength. The strategy is to sell when they are over-valued and buy them back after a market correction has dampened the price. Colombo Stock Exchange - Investing in Shares A Basic Guide 13

14 Seeking professional advice In our discussions so far we have recommended to you that it is advisable to seek professional advice when making investment decisions. Certain matters such as risk profiling, investment strategies, taxation and understanding the market are areas that you should look to obtaining professional advice on. Especially if you are an investor who is just starting out, there are advantages to obtaining professional advice, although going it alone may also be a fulfilling experience. As you are ultimately responsible for your own investments you must be comfortable with the investment decisions made. So, it is usual for many investors to combine their own ideas, based on their own analysis and research, together with recommendations from investment advisors/stockbrokers. Buying and Selling Shares on the CSE Why you need a Stockbroker In order to provide you with a secure and well regulated trading environment only a licensed Stockbroker can execute purchase and sale transactions on behalf of investors in return for a service fee (brokerage) on the CSE. The CSE has 29 trading members or stockbrokers which have been licensed. Please refer pages 20 onwards for the complete list. Availability of Shares Shares become available for purchase by investors as detailed below: In the primary market from a new issue of shares/initial Public Offering (IPO) You can buy new shares that are issued by companies which are raising equity capital through a new issue of shares (an Initial Public Offering, commonly referred to simply as an IPO). In an IPO, the company first submits details of its business and the proposed share issue or what is called an initial listing application to the CSE. Subsequently a prospectus which has been approved by the CSE is lodged with the Registrar of Companies in Sri Lanka by the issuing company. Once the prospectus is lodged and registered it can then be provided to potential investors for their consideration. Companies typically use a combination of brokering firms, licensed commercial banks and the investment bank which advises the company on the IPO, to promote the sale of new shares and distribute the prospectus to potential investors. The CSE website also makes available details on upcoming IPO s and provides links to respective prospectus and application forms. To buy shares: If you wish to buy shares in an IPO, you should first review the prospectus carefully. It gives you many details on the company and its operations, the industry trends, the manner in which the IPO is structured and salient details of the shares, risks attached, financial statements of the company and other disclosures which are required by law. You will need to open a CDS account through a stockbroker / custodian bank prior to applying for the IPO. Once you are comfortable about investing, fill out the application form specifying all requisite details including the number of shares you wish to buy and send it to the collection points specified in the Prospectus (usually stockbrokers, the company s main office or branches and/or branches of specified banks), before the application deadline. To sell shares: once new shares are issued and listed on the CSE, they may trade at a market price substantially different from the issue price (either higher or lower). This is due to supply and demand for the shares of the company. You will need 14 Colombo Stock Exchange - Investing in Shares A Basic Guide

15 to instruct your Stockbroker to sell your shares in the secondary market. See also the sections below titled To trade on the secondary market and Buying and Selling shares-basic steps. On the secondary market through a Stockbroker Shares can be bought on the secondary market on any trading day by placing a purchase order with a Stockbroker. A secondary market is one in which an investor could either buy or sell shares or other securities from or to another investor, subsequent to the original issuance in the primary market. As we discussed before, an advantage of investing in existing shares are their liquidity. On any trading day, prices at which investors are willing to buy and sell shares (bids and offers) are available for the majority of the listed companies. However you must note that different shares have different liquidity levels. Some companies may have very few buyers and/or sellers on any given trading day. Liquidity is an important consideration as it affects the price you might have to pay and the ease in which you can sell your investment. To trade on the secondary market You must first contact a stockbroker /custodian bank and open a CDS account through them. Once a CDS account number has been obtained, to buy or sell shares traded on the CSE, your order must be placed with a Stockbroker, typically over the telephone, fax, by visiting or online. Internet trading Internet trading facilities are available through select Stockbrokers. Online trading provides individual investors with around the clock access to the trading system along with market data, company information and educational material. It simplifies the trading process by empowering investors to secure the decision-making power and trade independently. Buying and Selling shares - basic steps Please familiarize yourself with the basic steps you need to follow to buy and sell shares: Before placing the order to buy or sell shares, ensure that you are able to procure the following information: Your CDS account number If you are buying shares, you should make available cleared funds on or before the 3rd market day after the purchase. If you are selling shares, you need to be aware that sales proceeds are issued by the Stockbroker as account payee cheques. However you may also request for a cheque without crossings. Number of shares: specify the number or, if you are buying, the maximum rupee amount you are willing to allocate towards the purchase. Share price: at market order or limit order? Market orders are buy or sell orders placed at the prevailing market price and are more likely to result in a trade. For limit orders (where you set a maximum purchase price or a minimum sale price), write down the price for reference. The price and market depth over the time period that the order is left in the market will affect the likelihood of a trade. Duration of the order: is your order just for this trading day or, if no trade takes place, do you want your order to remain in the order book when the market opens the next day or for a further number of days? Brokerage rate and the total transaction cost for the order. Colombo Stock Exchange - Investing in Shares A Basic Guide 15

16 Buying If you want to invest in shares of X Company, you need to: 1. Inform your Stockbroker of the name of the company, price and amount of shares you want to purchase. 2. The Stockbroker will try and match your order. 3. Once the order is processed, he will inform you of the shares you were able to purchase at the price you had requested. Once the buying process is complete, you will: 4. Receive a Bought Note by post. Selling If you want to divest shares of X Company, you need to: 1. Inform your Stockbroker about your divestment - the name of the company, the price and the amount of shares to be sold. 2. The Stockbroker will try to match your order. 3. If your order is not matched, he will inform you and negotiate a suitable price. Once the order is matched, it will be processed. If the Stockbroker sells your shares, you will: 4. Receive a Sold Note for your transaction. What are Bought Notes and Sold Notes? Bought Notes and Sold Notes are contract notes or confirmations sent to you by the Stockbroker, if your order results in a trade. These notes confirm and are proof that your order was executed and act as evidence that transactions had taken place with your approval. These contract notes are dispatched by the Stockbroker to you, before commencement of the next trading session and inform you of all the transactions that have taken place in your account on a said date. It is very important to check the details on the respective Bought Note or Sold Note closely and to save all such paperwork as reference to crosscheck your orders and actual purchases. About the CDS statement The CDS statement is a summary of all the transactions that have taken place in your CDS account and shows you the remaining share balance. With this document you can: Check that your Stockbroker has carried out your instructions to buy/sell shares (as per your Bought/Sold notes); and Find out if unauthorized purchases/sales have been made in your CDS account. A monthly and/or quarterly statement is issued to all active account holders (account holders who have carried out at least one transaction during a particular month/calendar quarter) at the end of the particular month/calendar quarter. An annual statement is issued to inactive account holders (account holders who have not carried out transactions during the year and have balances in their accounts) as at 31st March. In the event of any discrepancies and unauthorized transactions in your CDS statement: Immediately lodge a complaint in writing with the Compliance Officer of your Stockbroker firm. If the firm fails to respond to your complaint or delay responding to it, you should inform the CSE immediately. Note that your Bought/Sold Notes will be evidence as to your approved orders against errors/omissions of transactions made to your CDS account. 16 Colombo Stock Exchange - Investing in Shares A Basic Guide

17 Important Ensure you have provided your correct, current postal address to the Stockbroker and the CDS and that you receive all Bought/Sold Notes and the CDS statement. If you have not received the said documents within 5 working days, please inform your Stockbroker and make a note of your complaint. Ensure that you have received and read through your Bought/Sold Notes, and identified dis-similarities when compared to the notes you manage at home with regard to your transactions on the stock market and/or the CDS account statement you have received. Please ensure your complaints are sent to the Compliance Officer of the Stockbroker firm sooner rather than later. You, as an investor, are responsible for your CDS account transactions. If a transaction has occurred without your permission, please inform the required authorities immediately. What are the transaction costs? Transaction costs that you will be paying on a trade are as follows as at the date of this publication. Succeeding the implementation of ATS Version 7.10, Board Lot size was changed from one hundred (100) to one (01) share. The Minimum Brokerage Fee of Rs. 10/- and the Minimum CDS Fee of Rs. 5/- levied on share transactions have been removed with effect from April Accordingly, the 0.64% Brokerage Fee and the CDS Fee of 0.024% will be applicable for all transactions up to Rs. 50 Mn, with effect from April The fee of Rs. 25/- charge from Custodian Banks in respect of Custodian trades has also been removed with effect from March Fees for transactions up to Rs Mn Total Transaction Cost % Total Transaction Cost % Brokerage Fees % Brokerage Fees % CSE Fees % CSE Fees % CDS Fees % CDS Fees % SEC Cess % SEC Cess % Share Transaction Levy % Share Transaction Levy % Fees for transactions over Rs Mn Total Transaction Cost (Minimum) % Total Transaction Cost (Minimum) % Brokerage Fees (Minimum) % Brokerage Fees (Minimum) % CSE Fees % CSE Fees % CDS Fees % CDS Fees % SEC Cess % SEC Cess % Share Transaction Levy % Share Transaction Levy % Total Transaction Cost (Minimum) % Total Transaction Cost (Minimum) % Brokerage Fees (Minimum) % Brokerage Fees (Minimum) % Colombo Stock Exchange - Investing in Shares A Basic Guide 17

18 Your Stockbroker It is important that you find a Stockbroker that you are happy with in terms of the service that you are receiving. As you are allowed to open multiple CDS accounts, changing Stockbrokers would entail completing a new form to open a CDS account with a new Stockbroker. Are you categorized as a Foreign Investor? Foreign Investment in Shares Foreign investment in Sri Lanka is permissible for approved country funds, approved regional funds, corporate bodies incorporated outside Sri Lanka and individual residents outside Sri Lanka (inclusive of Sri Lankans residing outside Sri Lanka) subject to certain limitations and conditions imposed by the Laws of Sri Lanka. Who is categorized as a Foreign Investor? If you fall into any of the categories listed below you would be considered a foreign investor: Foreign citizens above 18 years of age (irrespective of whether they are resident in Sri Lanka or overseas). Citizens of Sri Lanka who are residing outside Sri Lanka and above 18 years of age. Corporate bodies incorporated or established outside Sri Lanka. Regional and country funds approved by the SEC. If you fall into any one of the above categories, please note that you must open a Securities Investment Account (SIA) through a licensed Commercial Bank in Sri Lanka. The SIA is a rupee account through which eligible investors can invest in Government securities (Treasury Bills and Treasury Bonds), equity capital of companies incorporated in Sri Lanka and Units of Unit Trust companies in Sri Lanka. Investors are permitted to invest and repatriate investments in any currency through an SIA, without violating any exchange control regulations and will not be subject to any taxes. Please contact a Stockbroker or Custodian as listed from page 21 onwards on this booklet to seek advice on opening your SIA and CDS account. If you are already interacting with a licensed Commercial Bank in Sri Lanka, please contact your relationship manager who would advise you on international banking services that complement your needs, in particular with respect to services related to opening an SIA. Important Notes: Change of residency of a CDS Account Holder / opening of accounts for non-resident Sri Lankans If an investor requests a change to his/her residential address in the CDS from Sri Lanka to another country, such investors are required to open a new CDS account to carry out future transactions and all such purchases and sales of shares should be operated through an SIA. This new CDS account would be classified by the CDS as a Foreign Individual account (FI). Securities held by an investor prior to becoming a non-resident should be lodged only into an existing CDS account opened whilst being a resident of Sri Lanka. If such an investor requires to lodge any security/ies held by him/her prior to becoming a non-resident in the new FI account, he/she should obtain prior written approval from the Controller of Exchange and proof of such approval should be forwarded to CDS. Transfer of securities from an existing CDS account to a new FI account opened as a non -resident will only be carried out upon the investor obtaining Exchange Control Approval. As per the Exchange Control Act, repatriation of sales proceeds of securities in the existing CDS account is subject to Exchange Control Approval. 18 Colombo Stock Exchange - Investing in Shares A Basic Guide

19 It will not be possible to repatriate funds arising out of corporate actions such as Dividends and Capitalisation of Reserves, applicable to securities held in the resident account unless Exchange Control Approval is obtained. Any Rights provisionally allotted in respect of shares in a resident account can be purchased only through a SIA and deposited to the CDS account opened as a non-resident. Accordingly a CDS account holder wishing to change his/her residential address from Sri Lanka to another country needs to provide the following information to the CDS in order to accommodate the change of address: 1. Account opening form duly signed by the account holder. 2. Proof of current residential status. 3. SIA details with documentary proof. 4. Portfolio of shares up to the time of changing the residence. 5. Copy of the passport. 6. Declaration from the account holder on adherence to Exchange Control Regulations (Form 1 C). Responsibility of Foreign Investors When investing, you should be aware that you are affected by the laws of the country you reside in. It is your responsibility to seek advice and comply with the laws of your country of residence. Colombo Stock Exchange - Investing in Shares A Basic Guide 19

20 ANNEX A : LIST OF STOCKBROKERS AND CUSTODIAN BANKS CSE MEMBERS DEBT & EQUITY Bartleet Religare Securities (Pvt) Ltd. Level G, Bartleet House 65, Braybrooke Place, Colombo 2. Tel Fax info@bartleetstock.com Web. Acuity Stockbrokers (Pvt) Ltd. Level 6, Acuity House, 53, Dharmapala Mawatha, Colombo 3. Tel Fax sales@acuitystockbrokers.com Web. John Keells Stockbrokers (Pvt) Ltd. 186, Vauxhall Street, Colombo 2. Tel , Fax jkstock@keells.com Web. Asha Phillip Securities Ltd. 2nd Floor, Lakshmans Building, 321, Galle Road, Colombo 3. Tel Fax apsl@ashaphillip.net Web. Somerville Stockbrokers (Pvt) Ltd. 137, Vauxhall Street, Colombo 2. Tel , , Fax ssb-web@sltnet.lk J B Securities (Pvt) Ltd. 150, St. Joseph Street, Colombo 14. Tel , , Fax , , jbs@jb.lk Web. Lanka Securities (Pvt) Ltd. 228/1, Galle Road, Colombo 4. Tel , Fax lankasec@sltnet.lk Web. Asia Securities (Pvt) Ltd. Level 21, West Tower, World Trade Centre, Echelon Square, Colombo 1. Tel , Fax enquiry@asiacapital.lk Web. Nation Lanka Equities (Pvt) Ltd. 44, Guildford Cresent, Colombo 7. Tel , Fax info@nlequities.com Web. Assetline Securities (Pvt) Ltd. 120, A, Pannipitiya Road, Battaramulla. Tel , Fax , colombo.dpglobal@dpmcfs.com Web Colombo Stock Exchange - Investing in Shares A Basic Guide