1 Tehran Stock Exchange Annual Report 2012
2 Damavand Peak-Iran
3 C o n t e n t s CEO Message... 4 An Overview of Global Capital Markets in Iran s Economy at a Glance... 5 Highlights of Tehran Stock Exchange in About the Exchange A Brief History of Tehran Stock Exchange... 8 Organization Directors Values Mission Vision Goals Key Financial Figures Capital Markets and Trading at TSE Markets of TSE Trading Procedures Listing Requirements at TSE Market Surveillance Statistics Statistics Corporate Finance Tables of 2012 Performance TSE Operations TSE Operations in Board of Directors and the Committees Members of the Exchange Protecting Investors Education International Ties Foreign Investment Anti-Money Laundering Regulations Research and Development Industry Roundtables Development Projects Contacts Key Addresses Attachments List of Tehran Stock Exchange s Members Listed Companies at TSE
4 4 Tehran Stock Exchange CEO Message Based on the statistics distributed by the World Federation of Exchanges, 2012 was a challenging year for the securities market. The total value and volume of some products, including equities, bonds and ETFs in the member Exchanges diminished dramatically. In 2012, the value of equities trading decreased more than 22 percent comparing The number of derivatives contracts and value of bonds trading both declined 20 percent. However, the total market capitalization of WFE s members grew more than 15 percent and the average return of the Exchanges raised nearly 14 percent on the basis of their broad indices. Despite real challenges regarding the fluctuations of the currency rates in Iran, tensions existing in the country s international ties, and the ambiguities in the launching of the subsidy reform plan s second phase, Tehran Stock Exchange had considerable growth in most of its indicators, including market capitalization, trading value, broad index and free-float level last year. During the last fiscal year (ended 20th March 2013), TSE s total market capitalization increased more than 33 percent and the trading value of bloc and retail transaction jumped more than 9 percent than its preceding year. The return of the TSE s broad index for the last fiscal year was about 47 percent, and the Exchange facilitated financing of the listed companies for the value of IRR 57 trillion. Efforts to increase transparency and integrity of the market, as well as its liquidity were carried on through market s infrastructure improvement, introduction of new investment products and mechanisms, reforming the existing regulations and proposing new rules to be ratified. TSE had considerable achievement in 2012 regarding Iran s protecting investors index upgrading by the World Bank. In the latest Doing Business report, the country s rank lifted 17 steps, which is mainly due to the ratification of Disclosure Requirements Directive in the Iranian capital market. Tehran Stock Exchange is perseveringly working to boost relations with its international peers and has dynamic attendance in the global or regional entities of the securities industry; and also hosted FEAS second On-site Training Program November 2012.
5 Annual Report An Overview of Global Capital Markets in 2012 The year was a challenging one for Exchanges, in which based on World Federation of Exchanges (WFE), they lost about 22 percent of their equity transactions value. The derivatives trading was also 20 percent down comparing Other products turnover declined as well, including ETFs, securitized derivatives and bonds. The only positive indicator among WFE s members was market capitalization, which grew 15 percent in 2012 following the sharp decline in its preceding year. In 2012, total global market capitalization reached USD 55 trillion. Among different regions, the Exchanges market capitalization in the Americas jumped more than 17 percent to outperform among others; in the next steps stood Asia-Pacific and EAME regions with about 15 and 11 percent increase. Despite global market capitalization improvement in 2012, the Exchanges were not doing well over listing new companies. During the year, the total number of listed companies on the Exchanges declined 0.3 percent and accounted to 46,332 companies. The largest Exchanges by market capitalization at the end of 2012 were NYSE Euronext, NASDAQ OMX, Tokyo SE and London SE, which accounted for about half of the total market capitalization of the global Exchanges. The Exchanges from Hong Kong, China, Canada, Germany and Australia were among the other largest securities market worldwide. The entire equities trading value among WFE Exchanges had an opposite direction than their market capitalization. While the latter increased by 15 percent, the trading value retreated to below USD 50 trillion with about 22 percent downfall. The decline was evident even in the number of trades in equity shares about 14 percent to about 9.8 billion trades in World Federation of Exchanges estimated due to some global economic recovery and the promising news from some of the developed markets, in the first half of 2013 most of the indicators will be in green. Iran s Economy at a Glance There are great economic capacities for Iran in the Middle East region and beyond. The country is located in one of the most strategic geo-economic parts of the world. With a population of about 78 million, mostly young and academically educated, Iran is a fairly vast country of 1.65 million square km, and privileged with opulent natural resources. Iran has the third biggest oil and the second largest natural gas resources in the world. It is estimated that the country holds the first global zinc and the second copper reservoirs, and on the average, with 1 percent of the global population, Iran has 7 percent of mineral resources. Despite copious challenges, Iran s GDP reached USD 480 billion in 2012, ranking the country second in MENA region and 23rd in the world.
6 Highlights of Tehran Stock Exchange in 2012 Initial public offering of Parsian Oil & Gas, Kish Credit Card, Bandar Abbas Oil Refinery, Mellat Insurance, and transferring Kharazmi Investment from Iran Farabourse to TSE Holding Industry Roundtables forcement and Auto-manufacturing companies in order to discuss with industries authorities about the trends, problems and possible solutions Accomplishing the international architecture contest for the new TSE headquarters building with participants from 7 countries: Germany, France, Chile, the Netherlands, Australia, Austria and Canada Issuing of participation bonds of the auto-manufacturer SAIPA Launching new trading instrument, embedded put options for the selected companies Contributing in the 6th Exhibition of Exchange, Bank and Insurance in Tehran, Iran Hosting 2nd FEAS On-site Training Program in the Iranian capital market with several attendants from 7 countries for the two-week event Participating in the provincial capital market exhibitions in Shiraz and Isfahan Signing of a memorandum of understanding with Karachi Stock Exchange to further boost the cooperation and relationship Developing dissemination infrastructure and data management policy
7 About The Exchange
8 8 Tehran Stock Exchange A Brief History of Tehran Stock Exchange TSE was established in February 1967, as the first Exchange in Iran. At the outset, only six companies were listed in TSE. The Government bonds and certain state-backed certificates were later traded in the market. Tehran Stock Exchange has come a long way and has evolved into an exciting and growing marketplace where individual and institutional investors trade different securities. The number of listed companies increased to over 420 by early 2000s; however, more recently, due to market development and the launching of a new Exchange for SMEs, as well as, upgrading TSE s listing requirements some less qualified companies were de-listed from TSE and transferred to the other Exchange. In the period of 1967 to 1978, the number of listed companies and their capital raised from 6 and IRR 6.2 billion to 105 (22 private banks, 2 insurance companies, and 81 industrial corporations) and IRR 240 billion. Historical Highlights In 1967 aboutirr 15 million shares and bonds were traded in TSE and the figure increased to IRR 34.2 billion in Actually, most of this development activity was due to the ratification of share ownership development laws for manufacturing entities and tax exemption for the listed companies. The trading activities diminished during 1980s due to the conflicts with the neighboring country, Iraq. In 1982 only IRR 9 million were traded in the Exchange. However, the trend shifted by a conciliatory resolution at the end of the decade, whenthe annual trading value at TSE soared to IRR 9.9 billion. After decades of TSE s activity in the Iranian economy, the capital market authorities started to think about reformation. Therefore, enactment of the new market law in 2005 provided more capacity for market growth and investment. New entities were established due to the modern requirements and recent regulations have been approved for more development. Establishment Law of the Stock Exchange was approved 1966 Tehran Stock Exchange commenced equities trading on Feb. 4th 1967 Trade of Treasury and Land Reform Bills started 1969 Enactment of the law for usury-free banking 1983 Economic and market growth of the post war construction activities 1988 Membership in World Federation of Exchanges as a full member 1992 Co-founding the Federation of Euro-Asian Stock Exchanges Capital market physical development around the country; principal steps in dissemination of information, education and development of financial products Licensing the listed companies to issue corporate bonds Ratification of new market law 2005 Demutualization of TSE; Iranian capital market re-structuring 2006 Launching Privatization Plan of the state-owned companies 2007 Establishment of SMEs Exchange (Iran Farabourse); launching the first mutual fund in the market 2008 Foreign investment deregulation; launching single stock futures market and on-line trading services Chairman of FEAS until 2012 Launching a new derivatives product: Embedded Put Option tse.ir
9 Annual Report Organization The top executive of Tehran Stock Exchange is the board-elected CEO, who supervises the departments and deputies as shown in the chart below: General Assembly Compensation Committee Advisors Board of Directors Strategic & Risk Management Committee Board of Directors Secretariat Internal Auditing Auditing Committee Advisors CEO Physical CEO Office Security Legal & Public Relations & International Dept. Contract Affairs Dept. Logistics Issuers & Market Development Deputy Members Deputy Deputy Deputy Finance Issuers Operations Research & Development Dept. Dept. Dept. Dept. Administration Listing Data & Information Organizational Excellence Dept. Dept. Dept. Dept. Information Technology Members Market Surveillance Investment & Systems Dept. Dept. Dept. Development Dept. Level of Education Staff Structure (Financial Year Ended March 20th 2013) Tehran Headquarter Regional Floors Total % of Total PhD Master s Bachelor s Associate s General Diploma and Below Total
10 10 Tehran Stock Exchange Directors Board of Directors Hamid Reza Rafiei Chairman of the Board Amir Hossein Erza Vice Chairman of the Board Seyed Mojtaba Fahim Hashemi Member of the Board Mohammad Ebrahim Mohammad Pourzarandi Member of the Board Ali Rostami Member of the Board Hossein Salimi Member of the Board Behrooz Zare Member of the Board Executive Officers Hassan Ghalibaf Asl Mohammadreza Arabi MazraeShahi Ahmad Javidigharicheh Ali Sahraee Shahram Daneshvar Maryam Ebrahimi Kazem Farhang Habibreza Haddadi Siahkali Seyed mohammad Hasheminejad Aliabbas Karimi Ramin Malmasi Naser Omidvari Mohammadali Pouladi Baghbaderani Esmaeil Dargahi Tuba Dehghani Ahmadabad Seyed Rouhollah Hosseini Moghaddam Samira Khoshnood Hossein Moraveji Tabasi Hamid Rouhbakhsh Amoli Moghaddam CEO and President Vice President, Listing and Members Vice President, Administration Vice President, Market Director, Members Department Director, Legal Department Director, IT Department Director, Financial Department Director, Investment Development Department Director, Research and Development Department Director, Organizational Excellence Department Director, Internal Auditing Department Director, Administration Department Head, Listing Department Head, Operation Department Head, Issuers Department Head, Market surveillance Department Head, Regional Floors Department Head, PR and International Department tse.ir
11 Annual Report Values Mission Launching a fair, efficient and transparent market equipped with diversified instruments and easy access to create added value for the stakeholders Vision The region s leading Exchange and country s economic growth drive Goals 1. Increasing the share of capital market in financing the economic productive activities 2. Applying effective rules and procedures to protect the market's integrity and shareholders' rights 3. Expanding market with the use of updated and efficient technology and processes 4. Developing financial knowledge and improving investment and shareholding culture in Iran 5. Treating all stakeholders with the principles of accountability and transparency 6. Constant expansion of the company's intellectual properties and human resources 7. Value creation for the shareholders
12 12 Tehran Stock Exchange Key Financial Figures Indicators Financial Year ended 20 th March 2013 (IRR billion) Financial Year ended 19 th March 2012 (IRR billion) Change % Operating Incomes Total Expenses Operating Profit EBIT Net Profit Cash Flows from Operations EPS (IRR) Current Assets Total Assets Total Liabilities Registered Capital Total Equity Personnel (Number) Capital The initial registered capital of Tehran Stock Exchange was IRR 150 billion, distributed in 150 million fully paid ordinary shares. The extraordinary general meeting on October 2010 ratified TSE s capital increase for 100 percent financed by the Exchange s prudent reserves and accumulated profits. Shareholders Based on the article 54 of the securities market law, each legal and personal entity is liable to hold at maximum 2.5 percent of TSE s shares, directly or indirectly. The shareholders are divided into three main groups; brokerage firms, financial entities, retail shareholders as mentioned in the table. Groups No. of Shareholders No. of Shares % of Total Brokerage Firms Financial Entities Retail Shareholders Total tse.ir
13 Annual Report Markets and Trading at TSE The trading system is an order driven system, which matches buying and selling orders of the investors. Investors can place their orders with TSE accredited brokers, who enter these orders into the trading system. Then, the system automatically matches buy and sell orders of a particular security based on the price and quantity requirements. The mechanism for which the price of equities is determined is as follows: The best price (price priority) Time of order priority Under the price priority rule, a selling (buying) order with the lowest (highest) price takes precedence. Under the time priority rule, an earlier order takes precedence over others at the same price. Thus, when the lowest sell and the highest buy orders match in price, the transaction is executed at the price. In short, the TSE market is a pure order- driven Market. The trading system also generates and displays details of current and historical trading activity, including prices, volumes traded and outstanding buy and sell orders. This ensures that investors have the required information to be able to take informed investment decisions. TSE has cash, derivatives and bond markets. The cash market, itself, divided into two markets: First market (including two boards) and second market. There is a separate market for participation certificate (Islamic Bonds). The futures market launched in the middle of 2010 with listing the single stock future.
14 14 Tehran Stock Exchange Markets of TSE Tehran Stock Exchange has two equity markets, as well as two separated markets for bonds and derivatives. Equity Markets 1. First Market, including Main and Secondary boards 2. Second Market Equity listing at TSE is carried out based on the companies registered capital, number of shareholders, free-float level, the record of profitability, etc. After listing, the companies shares will be graded and traded in one of the following markets and boards. Bonds Market The public, municipality, and Securities and Exchange Organization s registered companies participating bonds can be issued at TSE. In 2012, the car manufacturer SAIPA, as well as Shiraz municipality offered their bonds at Tehran Stock Exchange. Derivatives Instruments 1. Single stock Futures Contracts This product was introduced in July 2010 and during 2012 the contracts were traded based on 14 underlying assets. 2. Embedded Put Option Contracts The contracts were launched in 2012 with 6 TSE s listed companies. tse.ir
15 Annual Report Trading Procedures Opening an Account Investors willing to start trading in TSE should open a trading and Central Securities Depository (CSD) account with a TSE accredited broker. GivingOrder Give an order to your broker to buy or sell a specified number of shares of a company at market or a specified price. Placing Order Your orders are keyed into TSE's fully automated trading system by your broker. Matching System automatically matches buy and sell orders of a particular security based on the price and quantity requirements. All prices which orders are matched are determined by market forces of supply and demand through a process of bids and offers. Clearing CSDI accomplishes clearing and settlement of trading and uses book an entry system to keep track of the movement of shares which arise from trades affected on TSE. All buy orders are paid in advance and sellers receive the net proceeds within three working days (T+3) of the conclusion of the deal. The seller broker is obliged to complete the relevant formalities and hand over the traded shares to buyer on T+3. Trading Days of Trading Trading Hours Mechanism Tradable Instruments Trading Currency System Saturdays - Wednesdays 9:00 12:00 (8:30 9:00 Pre-opening) Opening/Continuous Auction Shares and Rights Derivatives - Bonds Iranian Rial (IRR) Automated Trading System (ATS) (Order-driven) Clearing & Settlement Period T+3 Clearing Settlement Dividend Tax Capital Gain Tax Netting Book Entry Exempt Exempt Transaction Tax (Selling) 0.5% Companies Profit Tax (%) Daily Fluctuation (%) 22.5 (including 10% exemption for the listed companies) +/- 4 Shares, +/-8 Rights, +/- 1 Bonds
16 16 Tehran Stock Exchange Listing Requirements at TSE First Market Main Board First Market Secondary Board Second Market Minimum Capital (IRR billion) Minimum Years of Operation Minimum Free-float % Minimum No. of Shareholders Years of Profitability Prior to Listing Asset/Equity % No. of Listed Companies (2012 end) Market Making Optional Optional Obligatory Market Surveillance Tehran Stock Exchange applies the surveillance software to maintain its market s integrity. The surveillance department at TSE is a sub-division of Market deputy. The department monitors market s operations to prevent manipulations and violations, reports the cases to the brokerages and superior surveillance bodies, and proposes development projects and amendments to the existing regulations. ARAMIS (Automated Real-time Alerts for Market Intelligence Supervision) is based on the use of virtual desktops. One can build several desktops with different screens, each displaying its own data. This enables you to set up various screen layouts in order to track data on different subjects. The data that can be displayed through the various ARAMIS screens can be grouped into several types. For each type of information a new window can be opened within each virtual desktop. In most of these window types, one or more values for the requested information type can be shown. ARAMIS helps surveillance teams detect: Market or price manipulation Insider trading Fraudulent or deceitful conduct Continuous collection of data with configurable triggers provides real-time alerting Predefined and configurable reports reduce investigation time PAM displays real-time trading data for monitoring securities trading, price movement, traded volume, and buy and sell orders that are sent to the Exchange. PAM Provides customized functions for: Point and trade, basket orders and cross trading Position monitoring, reporting and order history audit Market watch alerts and tickers ARTIMA extracts lists of events from transaction logs in accordance with the request set. Reports are available in two formats (PDF & XLS) SAMPA-PRO is a new surveillance program designed to support the domestic characteristics of the trading system. The program is designed by SEO. tse.ir
18 18 Tehran Stock Exchange Statistics Corporate Finance During the last Iranian year 51 TSE s listed companies increased their capital through the Exchange for the total amount of IRR billion. The table elaborates on the financing sources applied by Tehran Stock Exchange s listed companies in the past two years. Financial Year ended 20 th March 2013 (IRR billion) Financial Year ended 19 th March 2012 (IRR billion) Sources Companies No. Value(IRR bil) % of Total Companies No. Value (IRR bil) % of Total Cash Flow and Credits Reserves Cash-Credits-Reserves Total Tables of 2012 Performance TSE Top 10 Companies by Market Capitalization (December 2012) No. Company Market Cap. (IRR billion) % of Total 1 National Iranian Copper Industries 135, Mobarake Steel 123, Iran Telecommunication 104, Qadir Investment 75, Gole e Gohar Iron Ore 72, Chadormalou Mining & Industrial 71, Parsian Oil & Gas Development 70, Bandar Abbas Oil Refinery 61, Omid Investment 58, Padris Petrochemical 57, Total Market 1,691,273 TSE Trading Value Outperformers 2012 No. Company Trading Value (IRR billion) % of Total 1 National Iranian Copper Industries 14, Parsian Oil & Gas Development 13, Bandar Abbas Oil Refinery 9, Mobarake Steel 7, Omid Investment Group 6, Mines & Metals Development 6, Padris Petrochemical 6, Pasargad Bank 6, Qadir Investment 5, SAIPA 5, Total Market 218,070 tse.ir
19 Annual Report TSE Trading Volume Outperformers 2012 No. Company Trading Volume (million shares) % of Total 1 SAIPA 4, Bandar Abbas Oil Refinery 4, Pasargad Bank 3, Bank Mellat 2, National Iranian Copper Industries 2, Mobarake Steel 2, Parsian Oil & Gas Development 2, Mines & Metals Development 1, Mellat Investment 1, Omid Investment Group 1, Total Market 74,855 Sector TSE s Industrial Sectors Market Capitalization # of Listed Companies December 2012 December 2011 Market Capitalization (billion IRR) % of Total MC # of Listed Companies Market Capitalization (billion IRR) % of Total MC % MC Change , , Chemical Products , , Monetary Intermediation , , Metal Ores Mining 8 190, , Diversified Industries 4 168, , Refined Petroleum & Nuclear Products 6 111, , Post & Telecommunications 1 104, , Motor Vehicles & Auto Parts 31 42, , Investment Companies 15 38, , , ,
20 20 Tehran Stock Exchange Sector TSE s Industrial Sectors Market Capitalization # of Listed Companies December 2012 December 2011 Market Capitalization (billion IRR) % of Total MC # of Listed Companies Market Capitalization (billion IRR) % of Total MC % MC Change Technical & Engineering Services 2 26, , Pharmaceutical Products 27 25, , Computers 5 22, , Real Estate & Construction 12 16, , Food & Beverages 20 15, , Transportation & Storage 5 14, , Sugar & By-products 12 8, , Insurance & Pension Funds 5 8, , Oil & Gas Extraction 1 7, , Electrical Machinery 8 6, , Machinery &Equipments 14 4, , Financial Leasing 4 4, , Fabricated Metal Products 7 4, , Rubber & Plastic Products 8 3, , Other Non-metallic Mineral Products 12 3, , Ceramic & Tiles 10 2, , Tanning & Dressing of Leather 1 1, , Medical, Precision & Optical Instruments 1 1, , Agriculture Paper Products Textiles Radio, TV & Communication Equipment Publishing, Printing & Reproduction Coal & Lignite Mining Wood Products Other Mining & Quarrying Industrial Contractors , Total Market Capitalization 1,691,273 1,197, tse.ir
21 Market Capitaliza on in Top 10 Sectors Annual Report MarketCapitaliza on Capitaliza oninintop Top10 10Sectors Sectors Market Chemical Products Market Chemical Products 2011Monetary Capitalization in Top 10 Sectors Intermediation Metal Ores Mining Basic BasicMetals Metals Monetary Intermediation Metal Ores Mining 2012 DiversifiedChemical Industries Products Chemical Products Diversified Industries Chemical Products Chemical Products Refined Petroleum Monetary Monetary& Nuclear Products Intermediation Intermediation Post & Metal MetalOres OresMining Mining Telecommunications Diversified Industries Diversified Industries Motor Vehicles & Auto Parts Refined Petroleum Refined Petroleum&& Investment Companies Refined Petroleum & Monetary Monetary Nuclear Products Intermediation Intermediation PostMetal &Metal Ores Mining Ores Mining Telecommunications Diversified Industries Industries MotorDiversified Vehicles & Auto Parts Refined Petroleum && Refined Petroleum Investment Nuclear Products Nuclear Products Companies Post && Post Cement, Lime & Telecommunications Telecommunications Plaster Motor Vehicles && Motor Vehicles Others Auto Parts Nuclear NuclearProducts Products Post & Telecommunications Telecommunications Motor MotorVehicles Vehicles&&Auto Auto Parts Parts Investment InvestmentCompanies Companies Post&&Plaster Cement, Lime Others Auto Parts Investment Investment Companies Companies Cement, Lime && Cement, Lime Plaster Plaster Others Others Cement, Cement,Lime Lime&&Plaster Plaster Others Others Market Capitaliza on 2012 Market Capitalization 2012 (USD billion) Market MarketCapitaliza on Capitaliza on JAN25 FEB 25 MAR APR MAY JUN JUL JAN JAN FEB FEB MAR MAR APR APR MAY MAY JUN JUN 9191 AUG JUL JUL SEP AUG AUG Broad Index 2012 Broad BroadIndex Index OCT SEP SEP USD NOV OCT OCT NOV NOV DEC DEC DEC USD USD 21
22 22 Tehran Stock Exchange Broad Index 2012 ( JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Daily Average Equity Turnover TEDPIX TEDPIX TEDPIX TEDPIX TEDPIX DEC JAN OCT SEP NOV TEDPIX ) FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JUL Daily Average Equity Turnover USD million JUN MAY JAN24000 FEB JANMAR FEB APR MARMAY APRJUN MAYJUL JUNAUG JUL SEP AUGOCT SEPNOV OCTDEC NOV DEC APR DEC JAN FEB MAR JANAPR FEBMAY MARJUN APRJUL MAYAUG JUNSEPJULOCT AUGNOV SEPDEC OCT NOV DEC MAR AUG26000 NOV FEB OCT JAN SEP 0 10 AUG JUL Daily Average Equity Turnover 2012 ( USD million ) JUN MAY APRDEC DEC NOVDEC DEC MAR NOV FEB NOV OCT JAN OCTSEP OCTNOV SEPOCT 0 SEP AUG AUGJUL USD million USD million USD million USD million Equi es Turnover 2012 APRMAY MARAPR MARFEB FEBJAN 0 Equi es Turnover 2012 JUN JUL MAYJUN MAY APR APR MAR JAN 20 AUG SEP JULAUG JULJUN JUN MAY tse.ir 50 Daily Average Daily Average Equity Turnover Equity Turnover Daily Average Daily Equity Average Turnover Equity 2012 Turnover 2012 FEBMAR JANFEB 0 10 JAN Equi esequi es Turnover Turnover Equi es Turnover Equi es 2012 Turnover