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FCA Consultation - Corporate bonds and retail investors

Gilts, bonds, and interest-bearing shares
Gan020
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FCA Consultation - Corporate bonds and retail investors

#610342

Postby Gan020 » August 22nd, 2023, 8:35 am

Regrettably retail investors are currently almost entirely locked out of the corporate bond market for a number of reasons but primarily because most corporate bonds are and have been for some time now issued in £100k denominations. It’s impossible to construct a portfolio containing a broad range of corporate bonds as there are less than 50 available to retail investors, most of which mature in the next 5 years and a large proportion of which are high yield/junk.

The consultation is here:

https://www.fca.org.uk/publications/calls-input/non-equity-securities-engagement-paper-4

More information in relation to corporate bonds and the consultation from Winterfloods is here:
https://www.winterflood.com/time-open-uk-bond-markets-and-give-investors-more-options

If we wish to change the current situation then I would encourage you to find five minutes of your time to respond to the consultation.

I have done so and a copy of my letter is included in post 2 of this thread. Feel free to copy my letter or cut and paste the bits you like as the basis for your own letter. Alternatively I have also attached a template for a second letter which is far shorter and perhaps more direct on the points at issue.

Please include FCA Engagement Paper 4 Non Equity Securities in the subject fields of your email as the FCA are using the same email address for 5 other consultations they are running at the moment. The consultation closes on 29th September.

It is my hope that the FCA may be bombarded with very many thousands of letters and a result make a clear recommendation to benefit retail investors. If you write to the FCA could you confirm on this thread and add 1 to the counter so we have some idea of how much interest there is in this topic.

Looking forward:
1. Lemon Fool is the home for retail fixed investors and I hope that we may be able to form a group to be included in the focus groups that FCA plan to run later this year.
2. In a few days I will be promoting this issue on another well known Bulletin Board and referring them here to add to the number of letters to the FCA.
3. I am considering how to approach getting some media exposure on this topic and when would be the best time to do this. I have no background in this area and I know some posters do. I would appreciate it anyone feels able to drop me a PM on this.
Finally, I am just a private investor who is unhappy with the way things currently are and my sole motivation is to get to a situation where I can invest in a broad range of Sterling denominated corporate bonds.

I find the current situation totally incomprehensible, beyond belief if you stand back and look at it. How is it possible I can buy equities, peer to peer, crowdfunding, peer to peer, minibonds, further invest in shares in tiny companies in tiny countries half way round the world, yet am unable to invest in corporate bonds in Shell, Diageo, Astrazeneca or any other number of well known household names? It is a million miles away from being acceptable.

We really don’t need an engagement paper, then a focus group, then a consultation and then a recommendation followed by a change in the law to sort this out. It’s just common sense.

Gan020
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Re: FCA Consultation - Corporate bonds and retail investors

#610343

Postby Gan020 » August 22nd, 2023, 8:37 am

By email to POATR@fca.org.uk
FCA Engagement Paper 4 Non Equity Securities

1. Summary
I write in response to your Engagement paper 4 on Non equity securities. I am a retail investor and this letter concerns the corporate bond market.

As a retail investor I find it is difficult to understand that whilst corporate bonds are the safest and least risky asset class apart from gilts, corporate bonds are now largely unavailable to the retail investor due to reasons of legislation and investor protection, yet retail investors are freely allowed to purchase far more risky investments such as equities, peer to peer debt, crowdfunding and historically minibonds.

Personally the lack of availability of corporate bonds in retail denominations has resulted in me purchasing alternative investments which carry more risk for the same return that could have been achieved by a corporate bond.

2. Urgent requirement for change
In relation to corporate bonds this FCA paper considers:
a. The removal of the barriers that have incentivised bond issuance in denominations of at least £100k.
b. A situation where listed corporate entities can issue the same bond to both wholesale and retail investors, side by side.
c. That there is an opportunity for some corporate bonds to be issued to both retail and institutional investors in parallel resulting in benefits to all participants, particularly giving issuers a new source of demand for bonds and investors better access to corporate credit likely resulting in better terms for all investors.

This does not go far enough and I would call for:
a. No discrimination whatsoever between retail and institutional investors for “vanilla” corporate bonds and that all corporate bonds be issued in sensible sized denominations no larger than £1k.
b. Non vanilla bonds (such as sub-ordinated bonds or CoCo’s) to be available to retail but suitable investor protections be put in place.
c. Changes to be brought in retrospectively such that existing £100k or £200k denominated corporate bonds are made available in £1k denominations in the secondary market. At a practical level many corporate bonds were issued with a minimum denomination of £100k but can then be purchased in subsequent £1k increments once the £100k threshold is reached. As brokers are already dealing in £1k increments there would be minimal costs to the industry to reducing the minimum denomination to £1k


Additionally whilst the proposals are very welcome, the lack of availability of corporate bonds to the retail investor is so seriously urgent as to additionally call for:
d. The FCA to accelerate the timetable such that the FCA consider recommend removing the barriers to retail participation in the corporate bond at the end of the September 2023 consultation period.

3. The impact of low availability of corporate bonds on retail investors
Over the last 20 years significant pension and savings freedoms have been given to retail investors. Retail investors have been encouraged by successive governments, both Conservative and Labour to take responsibility for their financial future and invest in SIPP’s and ISA’s. Until recently most SIPPs and ISA’s opened by the retail investor will have been in the accumulation phase and best practice would suggest a high proportion of equities and a low proportion of bonds. However, these investors have now aged and there is now a significant proportion of retail investors looking forward to or in retirement. Best practice suggests a higher proportion of retirement assets should be invested in bonds.

Therefore whilst both political parties have encouraged retail investors to save for our retirement, on arriving there the current legislation locks largely locks retail investors out of corporate bonds, precisely the instruments that a sensible investor would choose as part of an appropriate portfolio.

This is inexcusable as it is now almost impossible to construct a portfolio suitable for retirement. Other consequences of retail being locked out of corporate bonds is that the demand has not dissipated but instead retail investors have search for fixed income from other sources. This is likely to have contributed to the mini-bond crisis (how was it possible that retail was allowed to invest in high yield/junk mini-bonds from companies with little track record and often no financial accounts and yet are not allowed to invest in the bonds of corporate heavyweights such as Astra Zeneca, Diageo or BP?). Additionally significant retail funds have flowed into bond funds and ETF’s. These usually carry foreign exchange and duration risk which are not often well understood by retail resulting in significant losses to retail investors as interest rates have risen. Further the retail investor is burdened with additional costs due to the on-going management charges of these funds.

4. Evidence the bond market is almost inaccessible to retail investors
There are currently around 40 corporate bonds available on the Order Book for Retail Bonds (ORB). Additionally there are a number of “legacy” corporate bonds available in denominations of £1,000 or £10,000. If a broad definition of very high risk retail bonds are excluded (subordinated debt, lack of parent company guarantee or other) the investable universe for the retail investor reduces to around 30 bonds of which over 80% will mature in the next 5 years.
There is no mechanism to build a bond portfolio from a broad range of issuers with a broad range of maturity dates.

5. Evidence bond funds and ETF’s are not a good substitute for bonds
The attraction of a corporate bond is that the return on the investment is known at the time of purchase subject to holding the bond to maturity.

This is entirely different to buying a fund or an ETF where the future price of the fund or ETF is not known and as has been seen with interest rate movements the capital losses in recent times have easily exceeded the dividends on the underlying investments.
For example, the Ishares GBP Corporate Bond ETF (ticker SLXX), one of the largest funds available with a market capitalisation of £1.75b has lost 26% of its capital value over the last three years. During the same period total dividends have been 6.75% and thus the capital losses have far outweighed the dividend stream resulting in an overall loss.

A further hinderance to buying bond funds or ETF’s is that is it very difficult to buy either an ETF containing only bonds denominated in Sterling or alternatively an ETF hedged back to Sterling. The investor is therefore asked to carry the currency risk. Recently currency movements have been larger than the underlying yield, thus creating more uncertainty for the retail investor.

6. Conclusion and next steps
In summary I believe the current system puts the retail investor at a significant disadvantage to all other investors in the corporate bond market. This results in the retail investor taking unnecessary risk and incurring additional running cost of their investment portfolios. The starting point for any efficient capital system is a level playing field for all, a situation which is clearly not in place and requires urgent change.

With regard to the focus groups that are planned to take place later this year, I would suggest suitable retail participation and I would like to offer my time and support with this.

I am happy to be contacted prior to the closure of the consultation either by phone or email should this be helpful.


Yours sincerely,
Last edited by Gan020 on August 22nd, 2023, 8:47 am, edited 3 times in total.

Gan020
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Re: FCA Consultation - Corporate bonds and retail investors

#610344

Postby Gan020 » August 22nd, 2023, 8:38 am

By email to POATR@fca.org.uk
FCA Engagement Paper 4 Non Equity Securities

I write in response to your Engagement paper 4 on Non equity securities. I am a retail investor and this letter concerns the corporate bond market.

As a retail investor I find it is difficult to understand that whilst corporate bonds are the safest and least risky asset class apart from gilts, corporate bonds are now largely unavailable to the retail investor due to reasons of legislation and investor protection, yet retail investors are freely allowed to purchase far more risky investments such as equities, peer to peer debt, crowdfunding and historically minibonds.

Personally the lack of availability of corporate bonds in retail denominations has (choose one or many or insert your own)

a. resulted in me purchasing alternative investments which carry more risk for the same return that could have been achieved by a corporate bond
b. resulted in a reduction in my portfolio value than would otherwise have been the case had I been able to buy corporate bonds
c. left me worried about my financial security in retirement as I cannot construct a low risk corporate bond portfolio

My views in relation to the future for corporate bonds are:
a. There should be no difference for retail and institutional investors for “vanilla” corporate bonds and that all corporate bonds be issued in sensible sized denominations for retail (or insert whatever you feel in relation to denomination size)
b. Non vanilla bonds (such as sub-ordinated bonds or CoCo’s) to be available to retail (consider whether you wish to include retail protections or remove the distinction between vanilla an and non-vanilla bonds completely)
c. Changes to be brought in retrospectively such that all existing corporate bonds are made available in £1k denominations in the secondary market. (or whatever size you think best)

Additionally whilst the proposals are very welcome, the lack of availability of corporate bonds to the retail investor is so seriously urgent as to additionally call for:
d. The FCA to accelerate the timetable such that the FCA consider recommend removing the barriers to retail participation in the corporate bond at the end of the September 2023 consultation period.

In summary I believe the current system puts the retail investor at a significant disadvantage to all other investors in the corporate bond market. This results in the retail investor taking unnecessary risk and incurring additional running costs of their investment portfolios. The starting point for any efficient capital system is a level playing field for all, a situation which is not in place and requires urgent change.

Yours sincerely,
Last edited by Gan020 on August 22nd, 2023, 8:45 am, edited 2 times in total.

Gan020
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Re: FCA Consultation - Corporate bonds and retail investors

#610346

Postby Gan020 » August 22nd, 2023, 8:39 am

Count = 1
Please add to the count if you email the FCA

bruncher
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Re: FCA Consultation - Corporate bonds and retail investors

#611909

Postby bruncher » August 29th, 2023, 12:17 pm

Gan020 wrote:Count = 1
Please add to the count if you email the FCA

Count = 2

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Re: FCA Consultation - Corporate bonds and retail investors

#611928

Postby Wozzitworthit » August 29th, 2023, 1:32 pm

Count=3

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Re: FCA Consultation - Corporate bonds and retail investors

#611933

Postby rhys » August 29th, 2023, 1:58 pm

Count = 4

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Re: FCA Consultation - Corporate bonds and retail investors

#612343

Postby 88V8 » August 31st, 2023, 4:04 pm

Gan020 wrote:The consultation is here: ....

Thankyou for flagging this.

I have sent a variant on your short form.

Count 5.

V8

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Re: FCA Consultation - Corporate bonds and retail investors

#612347

Postby Mrbond » August 31st, 2023, 4:10 pm

Count=6

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Re: FCA Consultation - Corporate bonds and retail investors

#612349

Postby Yieldy » August 31st, 2023, 4:14 pm

I will write. I will also include convertible bonds. Currently very difficult for retail investors to gain access to convertible bonds because they are classed as "complex" instruments by the FCA.

It seems crazy (to me) that I am allowed to purchase equity in often risky smaller companies, and yet I am prohibited from purchasing a convertible bond. Like any other bond - the convertible sits in priority to an equity in a repayment situation, and I would happily buy convertible bonds in UK companies. Where the company might issue a regular bond with a coupon of (say) 8 or 9% for 5 years, I might be happy to buy a convertible with a coupon of only 6% if there was an option to convert into the equity if the equity performed well.

In the past, there were plenty of "domestic" convertible bonds listed on the LSE, which traded in small denominations (BAe, Crest Nicholson, British Airways etc)... Sometimes they were convertible prefs, sometimes CULS. They are a useful asset class and a good deal less risky than the underlying equity. The last domestic issue I saw was a CULS for AFH Private Wealth (4% coupon, issued in 2019, maturing in 2024, company taken over in 2021 and CULS repaid with enhancement to reflect the takeover).
Just a thought.

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Re: FCA Consultation - Corporate bonds and retail investors

#612355

Postby GoSeigen » August 31st, 2023, 4:45 pm

Yieldy wrote:I will write. I will also include convertible bonds. Currently very difficult for retail investors to gain access to convertible bonds because they are classed as "complex" instruments by the FCA.

It seems crazy (to me) that I am allowed to purchase equity in often risky smaller companies, and yet I am prohibited from purchasing a convertible bond. Like any other bond - the convertible sits in priority to an equity in a repayment situation, and I would happily buy convertible bonds in UK companies. Where the company might issue a regular bond with a coupon of (say) 8 or 9% for 5 years, I might be happy to buy a convertible with a coupon of only 6% if there was an option to convert into the equity if the equity performed well.

In the past, there were plenty of "domestic" convertible bonds listed on the LSE, which traded in small denominations (BAe, Crest Nicholson, British Airways etc)... Sometimes they were convertible prefs, sometimes CULS. They are a useful asset class and a good deal less risky than the underlying equity. The last domestic issue I saw was a CULS for AFH Private Wealth (4% coupon, issued in 2019, maturing in 2024, company taken over in 2021 and CULS repaid with enhancement to reflect the takeover).
Just a thought.


My thoughts on this are that there is an important difference between shares and bonds.

With shares you are basically told, "look, you can buy this asset but you are all on your own, you take the entire risk of the investment". There is no comeback if it all goes wrong. Of course that's a high risk enterprise, but everyone knows the risk and it doesn't vary from one share to another.

Bonds OTOH create a contractual relationship between the issuing and purchasing parties. Further, as bonds are debt they also come with additional statutory protections for the investor and obligations for the issuer (and usually limited liability for the issuer's owner of course). Every bond has its own bespoke contract creating unique economic outcomes for the holder quite independent of the fortunes of the issuer company. It's therefore required that purchasers of bonds read and understand the terms to which they are agreeing, and this creates difficulties in evaluating the expertise or vulnerability of those investors and in putting in place appropriate protections.

With shares, if you've agreed you can lose all your money and in fact you do lose 95% of your money then that is just one of the expected outcomes. With bonds, if you agree to a particular contractual term not having read it properly and then get a shock when that term causes you a loss, it's a quite different situation and a difficult one to navigate if it involves a large group of retail investors. Convertible bonds especially so. The contracts on those bonds create the expectation of a certain income. But the contracts also create a situation where the bonds can be converted to equity including where that equity has no value. If investors don't have a real understanding of this then it can create problems especially where they naively believed they were investing in "safe" bonds. (And to witness the extent of this self-deception, just read some of the conversation on these boards about perpetual preference shares and bonds... "a safe income for life")


GS

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Re: FCA Consultation - Corporate bonds and retail investors

#612359

Postby 88V8 » August 31st, 2023, 5:08 pm

GoSeigen wrote:...especially where they naively believed they were investing in "safe" bonds. (And to witness the extent of this self-deception, just read some of the conversation on these boards about perpetual preference shares and bonds... "a safe income for life")

Haha, true.
But there is no restriction on us buying Prefs, so if we are allowed to buy one form of poison, why not another?

Unless one thinks that issuers might take advantage, and start issuing dodgy paper. Some issuers at any rate.
Hence the thought I floated in my submission of a traffic lights warning system.

V8

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Re: FCA Consultation - Corporate bonds and retail investors

#612376

Postby GoSeigen » August 31st, 2023, 6:42 pm

88V8 wrote:But there is no restriction on us buying Prefs, so if we are allowed to buy one form of poison, why not another?



I'm not a great writer; looks like I've failed completely to explain where I think the difference lies.


[Or is the implication here that preference shares are actually bonds so no different to other bonds???]


GS

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Re: FCA Consultation - Corporate bonds and retail investors

#612377

Postby bruncher » August 31st, 2023, 6:48 pm

Of those here who have responded to the FCA consultation, has anyone had an acknowledgement or response of any kind?

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Re: FCA Consultation - Corporate bonds and retail investors

#612390

Postby 88V8 » August 31st, 2023, 8:01 pm

GoSeigen wrote:
88V8 wrote:But there is no restriction on us buying Prefs, so if we are allowed to buy one form of poison, why not another?

I'm not a great writer; looks like I've failed completely to explain where I think the difference lies.
[Or is the implication here that preference shares are actually bonds so no different to other bonds???]

You explained it well.
But there is also a great difference in risk between some ords and others. Yet no one protects us from risky equity investments.
So why wrap bond buyers in cotton wool. If buyers choose not to read the T&Cs, that's their lookout.

V8

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Re: FCA Consultation - Corporate bonds and retail investors

#612447

Postby Gan020 » September 1st, 2023, 9:09 am

bruncher wrote:Of those here who have responded to the FCA consultation, has anyone had an acknowledgement or response of any kind?


I got neither acknowledgement nor a response

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Re: FCA Consultation - Corporate bonds and retail investors

#612464

Postby 88V8 » September 1st, 2023, 10:06 am

Gan020 wrote:
bruncher wrote:Of those here who have responded to the FCA consultation, has anyone had an acknowledgement or response of any kind?

I got neither acknowledgement nor a response

Would you expect one?
And it's open another four weeks anyway, I wonder if they will even collate the replies before then.

In the past when I've responded to govt 'Consultations' I've never heard a peep.
Might be different in your case as you have demonstrated detailed knowledge and offered to help with the retail participation, but I myself do not really expect a response.

V8

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Re: FCA Consultation - Corporate bonds and retail investors

#612481

Postby Gan020 » September 1st, 2023, 10:44 am

88V8 wrote:
Gan020 wrote:I got neither acknowledgement nor a response

Would you expect one?
And it's open another four weeks anyway, I wonder if they will even collate the replies before then.

In the past when I've responded to govt 'Consultations' I've never heard a peep.
Might be different in your case as you have demonstrated detailed knowledge and offered to help with the retail participation, but I myself do not really expect a response.

V8


I expected a standard acknowledgment email by a bot thanking me for my interest and providing information on next steps.


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