Report - Agencija za trg vrednostnih papirjev
Transcription
Report - Agencija za trg vrednostnih papirjev
SECURITIES MARKET AGENCY REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 LJUBLJANA, JUNE 2009 SECURITIES MARKET AGENCY CONTENTS INTRODUCTION ..................................................................................................................................................... 3 BASIC FIGURES .................................................................................................................................................... 3 1 PRIMARY FINANCIAL INSTRUMENTS MARKET AND TAKEOVERS ............................................... 4 1.1 IPOS OF SECURITIES (PUBLIC PRIMARY MARKET) ..................................................................................... 4 1.2 ADMISSION OF SECURITIES TO TRADING ON A REGULATED MARKET ........................................................ 7 1.2.1 Takeover bids ..................................................................................................................................... 9 1.2.2 Issue of confirmations of collection of proxies ................................................................................. 11 1.3 EXEMPTIONS FROM THE OBLIGATION TO PUBLISH A PROSPECTUS (NON-PUBLIC PRIMARY MARKET) .... 11 1.4 ADMINISTRATION OF REGISTERS AND OTHER PUBLIC INFORMATION, AND MANDATORY ANNOUNCEMENTS BY PUBLIC COMPANIES ........................................................................................................... 13 1.4.1 Public registers ................................................................................................................................ 13 1.4.2 Disclosure of information on the operations of public companies ................................................... 13 2 SECONDARY MARKET OF FINANCIAL INSTRUMENTS ................................................................... 14 2.1 TRADING IN FINANCIAL INSTRUMENTS ON REGULATED MARKETS ........................................................... 14 2.1.1 Admissions of financial instruments to the regulated market ........................................................... 14 2.1.2 Volume and breakdown of trading in financial instruments on the regulated market ..................... 15 2.1.3 Non-residents’ activity on the regulated market .............................................................................. 18 2.1.4 Block trades ...................................................................................................................................... 20 2.1.5 Stock exchange indices ..................................................................................................................... 20 2.1.6 Market capitalisation of financial instruments on the regulated market .......................................... 21 2.1.7 Most-heavily traded financial instruments on the regulated market ................................................ 22 2.2 CAPITAL ADEQUACY OF BROKERAGE COMPANIES ................................................................................... 23 2.3 CAPITAL EXPOSURE OF BROKERAGE COMPANIES ................................................................................... 24 2.4 LIQUIDITY OF BROKERAGE COMPANIES ................................................................................................... 24 3 INVESTMENT FUNDS ................................................................................................................................. 25 3.1 MUTUAL FUNDS ........................................................................................................................................ 25 3.2 INVESTMENT COMPANIES ......................................................................................................................... 31 3.3 INVESTMENT FUNDS FROM EU MEMBER STATES MEETING THE CONDITIONS FOR MARKETING AND SALE IN SLOVENIA 33 .................................................................................................................................................... 34 4 MUTUAL PENSION FUNDS ....................................................................................................................... 34 REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 2 SECURITIES MARKET AGENCY INTRODUCTION In accordance with Article 472 of the Market in Financial Instruments Act (hereinafter: the ZTFI), the Securities Market Agency reports annually to the National Assembly of the Republic of Slovenia on the state and situation on the market in financial instruments, by 30 June of each year. The ZTFI stipulates that the annual report on the situation on the market in financial instruments must include data on the public offerings of financial instruments, trading on stock exchange markets stating the volume and structure of turnover in financial instruments, the admission of financial instruments to stock exchange markets, and trading in financial instruments outside them. BASIC FIGURES The total value of public offerings of securities issued by economic operators in 2008 on primary market was EUR 567 million. The Republic of Slovenia publicly offered securities in a total value of EUR 1,390 million on the primary market. There were 20 corporate mergers and acquisitions in 2008, fewer than the previous year’s total of 35. The number of long-term financial instruments traded on Ljubljanska borza vrednostnih papirjev, d.d., Ljubljana (hereinafter: the Ljubljana Stock Exchange) fell by 1 in 2008 to a total of 187 long-term financial instruments as of 31 December 2008. On the same date, there were 86 shares on the market (seven shares listed on the stock exchange, 18 in standard listing and 61 in entry market); on the bond market, there were 90 bonds; on the investment coupon market there were seven investment coupons of mutual funds (hereinafter: MF); on the investment companies share market there were four shares of investment companies (hereinafter: IC). The total value of turnover in 2008 reached EUR 1,286 million. The volume totalled EUR 953 million for shares in public companies, EUR 257 million for bonds, and EUR 76 million for shares in investment funds (hereinafter: IF). The SBI 20 stood at 3,695.72 at the end of December 2008, down 67.49 % in nominal terms from a year earlier. The total market capitalisation of financial instruments on the Ljubljana Stock Exchange amounted to EUR 15.26 billion at the end of 2008 (IF not included), which is a decrease of 40.6% from a year earlier. Total market capitalisation of all shares on the stock exchange (IF not included) stood at EUR 8.47 billion at the end of December 2008, while market capitalisation of bonds reached EUR 6.79 billion. Share turnover increased from 0.10 to 0.11 in 2008, calculated as the ratio of annual volume to market capitalisation at the end of the period. The bond turnover ratio rose from 0.02 to 0.04 in 2008, while the turnover ratio for shares in privatisation funds and investment companies fell from 0.14 to 0.13. As of 31 December 2008, there were 14 active management companies (hereinafter: MC) in Slovenia, which managed 127 MF and 4 IC. Furthermore, there were 137 funds or subfunds from other EU Member States that had met the conditions for direct marketing and sales in the Republic of Slovenia. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 3 SECURITIES MARKET AGENCY Table 1: Basic data on regulated market in the Republic of Slovenia 31. 12. 04 31. 12. 05 31. 12. 06 31. 12. 07 31. 12. 08 Market capitalisation (in billion EUR) 11.73 12.74 18.14 25.67 15.26 Market capitalisation IF (in billion EUR) Share of market capitalis. in GDP (%) SBI 20 (SBI) Number of financial instruments Shares, of which (P)IC shares Investment coupons MF Bonds Turnover (in billion EUR)* Share of turnover in GDP (%) Share turnover ratio** Bond turnover ratio 0.99 45.0 4,904 254 153 11 0 101 1.65 6.4 0.13 0.65 42.8 4,630.10 227 128 10 0 99 1.84 6.2 0.14 0.81 60.0 6,382.92 205 109 7 3 93 1.81 6.0 0.13 1.18 74.5 11,369.58 188 96 7 3 89 3.38 9.8 0.10 0.35 41.1*** 3,695.72 187 90 4 7 90 1.29 3.5*** 0.11 0.10 0.12 0.03 0.02 Turnover ratio of shares in PFs and ICs 0.25 0.23 0.24 0.14 Notes: *Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. **IF shares are not included in the share turnover ratio and capitalisation. ***Estimated GDP for 2008 (EUR 37,126 million) source: Statistical Office of the Republic of Slovenia. Source: Agency 1 1.1 0.04 0.13 PRIMARY FINANCIAL INSTRUMENTS MARKET AND TAKEOVERS IPOs of securities (public primary market) In 2008, the Agency issued seven decisions on the approval of a prospectus for selling securities to the public, one decision on the approval of a simplified prospectus for selling shares to the public and one decision on the approval of a prospectus for selling and reselling shares to the public. Table 2: Issued authorisations – approval of a prospectus for selling securities to the public in 2008 Target company 1. Issuer Type of security ABANKA VIPA, d.d., Ljubljana no-par value shares 2. NOVA LJUBLJANSKA BANKA, d.d., Ljubljana 3. DELO PRODAJA, d.d., Ljubljana 4. BANKA CELJE, d.d., Celje 5. NOVA KREDITNA BANKA MARIBOR, d.d., Maribor 6. IUV Industrija usnja Vrhnika, d.d., Vrhnika 7. LIVAR, Proizvodnja in obdelava ulitkov, d.d., Ivančna Gorica Total Source: Agency no-par value shares bonds no-par value shares no-par value shares no-par value shares no-par value shares Value of issue EUR 102,000,000 EUR 300,000,136 EUR 2,000,000 EUR 35,000,336 EUR 111,150,000 EUR 5,000,088.60 EUR 4,228,262.28 EUR 559,378,822.88 REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 4 SECURITIES MARKET AGENCY Table 3: Issued authorisations – approval of a simplified prospectus for selling securities to the public in 2008 Target company 1. Issuer Type of security ZAVAROVALNICA TILIA, d.d., Novo Mesto Total Source: Agency no-par value shares Value of issue EUR 1,500,022.55 EUR 1,500,022.55 Table 4: Issued authorisations – approval of a prospectus for selling and reselling securities to the public in 2008 Target company 1. Issuer Type of security POZAVAROVALNICA SAVA, d.d., Ljubljana SLOVENSKA ODŠKODNINSKA DRUŢBA, d.d., Ljubljana Total Source: Agency no-par value shares Value of issue EUR 6,255,000 EUR 6,255,000 Table 5: Public primary market, 1994 to 2008 (nominal value in EUR million) Year Bank securities Share issues Debt security issues Number Nominal Number Nominal value value 6 23.37 5 14.52 5 2.64 7 18.82 2 3.61 8 32.58 0 0 5 34.06 0 0 3 12.85 0 0 3 13.84 0 0 4 38.86 0 0 1 8.99 0 0 1 12.67 0 0 1 16.81 0 0 0 0 0 0 0 0 0 0 0 0 3 0 0 0 4 0 0 0 20 29.62 38 204.00 Securities of other issuers Share issues Debt security issues Number Nominal Number Nominal value value 0 0 1 16.69 3 1.55 2 2.93 1 1.31 1 3.02 2 1.35 1 4.17 1 0.28 1 8.34 1 3.25 3 11.29 1 1.88 1 8.34 0 0 0 0 0 0 0 0 0 0 0 0 1 6.26 0 0 0 0 0 0 4 19.97 0 0 6 0 0 0 4 0 1 2 24 35.85 11 56.78 Total 1994 54.58 1995 25.94 1996 40.52 1997 39.58 1998 21.47 1999 28.38 2000 49.08 2001 8.99 2002 12.67 2003 16.81 2004 6.26 2005 0 2006 19.97 2007* 0 2 2008* Total 326.25 Notes: *There are no data on the nominal value of share issues in 2007 and 2008, since shares were issued as no-par value shares. **Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 5 SECURITIES MARKET AGENCY Table 6: Public primary market, 1994 to 2008 (issue value in EUR million) Year Bank securities Share issues Debt security issues Number Issue Number Issue value value 6 35.85 5 14.56 5 4.87 7 17.98 2 3.71 8 35.05 0 0 5 34.08 0 0 3 12.86 0 0 3 13.85 0 0 4 38.89 0 0 1 8.99 0 0 1 12.68 0 0 1 16.81 0 0 0 0 0 0 0 0 0 0 0 0 3 438.73 0 0 4 548.15 0 0 20 1,031.30 38 205.74 Securities of other issuers Share issues Debt security issues Number Issue Number Issue value value 0 0 1 16.90 3 3.73 2 2.95 1 1.31 1 3.02 2 1.85 1 4.17 1 0.56 1 8.35 1 4.24 3 11.38 1 1.97 1 8.35 0 0 0 0 0 0 0 0 0 0 0 0 1 6.26 0 0 0 0 0 0 4 19.98 0 0 6 114.56 0 0.00 4 16.98 1 2 24 171.45 11 57.11 Total 1994 67.30 1995 29.53 1996 43.09 1997 40.10 1998 21.77 1999 29.47 2000 49.21 2001 8.99 2002 12.68 2003 16.81 2004 6.26 2005 0 2006 19.98 2007 553.29 2008 567.13 Total 1,465.60 Notes: *Issue values of primary issues are calculated on the basis of sale prices, which do not include discounts for quantity or interest (indexation or real). **Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 39.640. Source: Agency In addition to those issuers that require an authorisation from the Agency for a public offering of securities, other public offerings have been made by the Slovenian state. The state does not require the Agency’s authorisation for a public offering. In 2008, the state held one public offering of bonds, no auctions for one-month treasury bills, nine auctions for three-month treasury bills, no auctions for six-month treasury bills, and no auctions for 12-month treasury bills. Table 7: Public offerings of government securities in 2008 Security Issue no. Tendered value of issue (in EUR) Subscribed value of issue (in EUR)* Date of issue Short-term securities 3-month TZ113 treasury bills ˝ TZ114 ˝ TZ115 ˝ TZ116 ˝ ZT117 ˝ TZ118 ˝ TZ119 ˝ TZ120 ˝ TZ121 Total short-term securities 50,000,000 24.1.2008 50,000,000 50,000,000 50,000,000 50,000,000 50,000,000 30,000,000 30,000,000 30,000,000 390,000,000 20.3.2008 24.4.2008 19.6.2008 24.7.2008 18.9.2008 23.10.2008 20.11.2008 18.12.2008 Long-term securities 11-year RS63 REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 6 SECURITIES MARKET AGENCY Security Issue no. Tendered value of issue (in EUR) Subscribed value of issue (in EUR)* Date of issue bonds st 1 issue 1,000,000,000 6.2.2008 Total long-term securities 1,000,000,000 TOTAL SHORT-TERM AND LONG-TERM 1,390,000,000 GOVERNMENT SECURITIES Note: * The figures for total nominal value of securities issued are those entered in the depository at the Central Securities Clearing Corporation Source: Agency Table 8: Public primary market of securities issues by the Bank of Slovenia and the government, 1997 to 2008 (nominal value in EUR million) Year Securities of the Republic of Slovenia Short-term Long-term Number Nominal Number Nominal value value 0 0 2 41.73 8 81.38 4 80.36 12 134.92 1 26.31 24 269.51 12 155.53 53 790.54 12 218.20 76 1,648.39 27 1,575.51 76 1,580.91 10 663.27 77 2,211.69 15 751.13 72 2,092.18 22 1,724.80 24 701.05 12 1,034.89 11 550.00 1 298.50 9 390.00 1 1,000.00 442 10,450.58 119 7,570.22 Securities of the Bank of Slovenia Short-term Long-term Number Nominal Number Nominal value value 4 146.05 0 0 4 333.83 0 0 5 170.06 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 13 649.95 0 0 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Total Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency 1.2 Total 187.78 495.58 331.29 425.04 1,008.73 3,223.90 2,244.19 2,962.82 3,816.98 1,735.94 848.50 1,390.00 18,670.75 Admission of securities to trading on a regulated market If there was no need to publish a prospectus upon the first sale of securities based on public offering, the issuers had to compile one upon the admission of the security to a regulated market, for which they had to obtain a decision from the Agency on the approval of a prospectus (or simplified prospectus) for the admission of securities to trading on the regulated market. In 2008, the Agency issued 15 decisions on the approval of a prospectus for the admission of securities to trading on the regulated market and one decision on the approval of a simplified prospectus for the admission of securities to trading on the regulated market. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 7 SECURITIES MARKET AGENCY Table 9: Issued authorisations – approval of a prospectus for the admission of securities to trading on a regulated market in 2008 No. Issuer Type of security no-par value shares 2. FINETOL, finančna druţba, d.d., Celje FACTOR BANKA, d.d., Ljubljana 3. FACTOR BANKA, d.d., Ljubljana registered bonds 4. PROBANKA d.d., Maribor registered bonds 5. FACTOR BANKA, d.d., Ljubljana registered bonds 6. DROGA KOLINSKA, Ţivilska registered bonds industrija, d.d., Ljubljana DATALAB Tehnologije, d.d., Ljubljana no-par value shares BANKA CELJE, d.d., Celje registered bonds 1. 7. 8. 9. 10. 11. 12. 13. registered bonds ZAVAROVALNICA TRIGLAV, d.d., Ljubljana FACTOR BANKA, d.d., Ljubljana no-par value shares NOVA LJUBLJANSKA BANKA, d.d., Ljubljana NOVA LJUBLJANSKA BANKA, d.d., Ljubljana ABANKA VIPA, d.d., Ljubljana registered bonds registered bonds registered bonds no-par value shares 14. POTEZA SKUPINA, holding podjetje, bonds d.d., Ljubljana 15. PROBANKA d.d., Maribor registered bonds Source: Agency Value of issue EUR 4,250,025.04 EUR 5,000,000.00 EUR 12,155,000.00 EUR 25,000,000.00 EUR 13,090,000.00 EUR 30,000,000.00 EUR 444,493.31 EUR 50,000,000.00 EUR 23,701,391.79 EUR 7,338,000.00 EUR 125,000,000.00 EUR 100,000,000.00 EUR 102,000,000.00 EUR 15,415,000.00 EUR 30,000,000.00 Table 10: Issued authorisations – approval of a simplified prospectus for the admission of securities to trading on a regulated market in 2008 No. Issuer Type of security 1. ALPETOUR, Potovalna agencija, d.d., Kranj Source: Agency no-par value shares Value of issue EUR 934,868.97 Table 11: Admission of securities to trading on a regulated market, 1994 to 2008 (nominal value in EUR million) Year 1994 1995 1996 1997 1998 1999 2000 Bank securities Share issues Debt security issues Number Nominal Number Nominal value value 0 0 0 0.00 0 0 0 0.00 0 0 1 2.26 0 0 2 7.63 0 0 2 3.76 0 0 2 23.55 1 2.22 2 16.69 Securities of other issuers Share issues Debt security issues Number Nominal Number Nominal value value 2 19.16 0 0 0 0.00 0 0 0 0.00 1 12.92 4 31.94 1 8.68 6 55.24 0 0 5 23.77 1 9.06 3 30.98 1 4.31 REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 8 Total 19.16 0 15.18 48.25 59.00 56.38 54.20 SECURITIES MARKET AGENCY Year Bank securities Share issues Debt security issues Number Nominal Number Nominal value value 0 0 4 41.22 0 0 5 74.54 0 0 6 224.43 0 0 10 173.72 0 0 12 334.62 0 0 7 142.22 0 0 7 151.66 1 102.00 9 367.58 2 104.22 62 1,563.88 Securities of other issuers Share issues Debt security issues Number Nominal Number Nominal value value 0 0.00 0 0.00 4 22.65 1 3.98 4 18.59 1 38.87 3 30.17 3 95.90 9 178.76 6 169.12 7 305.39 2 82.56 10 72.49 1 10.00 4 29.33 2 45.42 51 818.46 19 480.83 Total 2001 41.22 2002 101.16 2003 281.89 2004 299.79 2005 682.50 2006 530.17 2007* 234.15 2008* 544.33 Total 2,967.39 Notes: *Data on the value of shares admitted to trading on a regulated market in 2007 and 2008 cannot be compared to data from previous years in terms of nominal value, since most of them were issued as no-par value shares without nominal value. Neither can they be evaluated at market value, since the market share of prices is determined after the shares have actually been traded on a regulated market. Therefore, the value of share issues from the years 2007 and 2008, which were admitted to trading on a regulated market, is shown for the purpose of comparison in the amount that reflects the value of share capital for which the shares admitted to trading on a regulated market were issued or in the amount which reflects the value of share capital by which the issuer's capital had been increased and later the listing expanded by shares (in cases the shares of previous issues of an individual issuer have already been admitted to trading on a regulated market prior to capital increase). **Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency 1.2.1 Takeover bids In 2008, the Agency issued 20 authorisations for takeover bids according to the Takeovers Act (Official Gazette of the Republic of Slovenia nos. 79/06, 67/07 – ZTFI and 1/08; hereinafter the ZPre-1). Table 12: Authorisations for takeover bids in 2008 No. 1. 2. 3. Acquirer HAT, finančna in poslovna druţba, d.o.o., Ljubljana, MEDALJON, upravljanje drugih druţb, d.d., Maribor, PROBANKA, d.d., Maribor, SGP-KONGRAD-IGEM Dravograd, proizvodnja, trgovina in storitve, d.d., Šentjanţ pri Dravogradu AVTOTEHNA, zastopanje, trgovina, izvoz-uvoz, servis in proizvodnja, d.d., Ljubljana MEDALJON, upravljanje drugih druţb, d.d., Maribor INFOND HOLDING, finančna druţba, d.d., Maribor, CESTNO PODJETJE MARIBOR, druţba za gradnjo in vzdrţevanje cest, d.d., Maribor, FIDINA, finančna in nepremičninska storitev, d.d., Ljubljana, KOTO, proizvodno in trgovsko podjetje, d.d., Target company Date of payment Successfulness/date of decision on successfulness successful, 22 February 2008 AVTOTEHNA, zastopanje, trgovina, izvoz-uvoz, servis in proizvodnja, d.d., Ljubljana cash ZLATA MONETA II finančna druţba, d.d., Maribor cash successful, 22 February 2008 PIVOVARNA LAŠKO, d.d., Laško cash successful, 14 March 2008 REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 9 SECURITIES MARKET AGENCY No. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. Acquirer Ljubljana KOLONEL poslovno svetovanje, d.o.o., Ljubljana INTERSVET, svetovanje, inţeniring, vodenje projektov in storitve, d.o.o., Ljubljana SARINI, svetovanje in investiranje, d.o.o., Maribor HOLDING PMP, naloţbena dejavnost, d.d., Ljubljana, MERKUR-trgovina in storitve, d.d., Naklo, ZLATA MONETA II finančna druţba, d.d., Maribor, PERUTNINSKA ZADRUGA PTUJ PZP, z.o.o., Hajdina, COMET, umetni brusi in nekovine, d.o.o., Zreče, PROBANKA, d.d., Maribor FOKUSS financiranje razvojnih projektov, d.o.o., Ljubljana INTERFIN NALOŢBE, finančna druţba, d.d., Koper EERSTE NIEDERING FONDS B.V., Amsterdam, Nizozemska PULSAR HOLDING, ustanavljanje, financiranje in upravljanje druţb, d.o.o., Ljubljana STOL industrija pohištva, d.d., Kamnik ZAVAROVALNICA TRIGLAV, d.d., Ljubljana SANA INVESTICIJE, druţba za upravljanje s podjetji, d.d., Ljubljana SIRINGA trgovsko podjetje, d.o.o., Ljubljana, GLEN trgovsko podjetje, d.o.o., Ljubljana, PUBLIKUM TREZOR, d.o.o., Ljubljana IGEM, inţeniring, gradbeništvo, ekologija, marketing, d.o.o., Velenje DELO PRODAJA druţba za razširjanje in prodajo časopisov, d.d., Ljubljana, DZS zaloţništvo in trgovina, d.d., Ljubljana RING INTERNATIONAL HOLDING AG, Vienna TOPRO, finančna in poslovna druţba, d.o.o., Seţana, POTEZA NALOŢBE, podjetje za naloţbe in financiranje, Target company Date of payment Successfulness/date of decision on successfulness CENTER NALOŢBE, finančna naloţba, d.d., Maribor HIDROTEHNIK Vodnogospodarsko podjetje, d.d., Ljubljana ETRA 33 Energetski transformatorji, d.d., Ljubljana PERUTNINA PTUJ reja perutnine, proizvodnja krmil, perutninskega mesa in izdelkov, trgovina in storitve, d.d., Ptuj cash successful, 4 April 2008 cash successful, 12 May 2008 cash successful, 26 May 2008 successful, 26 May 2008 HRAM HOLDING, finančna druţba, d.d., Ljubljana cash successful, 23 June 2008 MODRA LINIJA HOLDING, finančna druţba, d.d., Koper SIVENT, druţba tveganega kapitala, d.d. cash successful, 1 July 2008 cash successful, 14 July 2008 KRONA HOLDING, finančna druţba, d.d., Ljubljana cash successful, 17 July 2008 KLI LOGATEC druţba za lesno in strojno proizvodnjo, trgovino in inţeniring, d.d. – in liquidation, Logatec TRIGLAV NALOŢBE, finančna druţba, d.d., Ljubljana TOSAMA Tovarna sanitetnega materiala, d.d., Domţale cash successful, 7 August 2008 cash successful, 16 September 2008 successful, 29 July 2008 LESNINA trgovina s pohištvom, d.d., Ljubljana cash successful, 18 September 2008 SGP-KONGRAD-IGEM DRAVOGRAD, proizvodnja, trgovina in storitve, d.d., Šentjanţ pri Dravogradu TERME ČATEŢ, d.d., Breţice cash successful, 18 November 2008 cash successful, 5 January 2009 NIKO, kovinarsko podjetje, d.d., Ţelezniki JADRAN, trgovsko podjetje, d.d., Seţana cash successful, 9 December 2008 successful, 9 January 2009 cash cash cash REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 10 SECURITIES MARKET AGENCY No. 20. Acquirer d.o.o., Ljubljana RETAIL CLIENTS Target company Date of payment TEKSTIL proizvodno in trgovsko podjetje, d.d., Ljubljana cash Successfulness/date of decision on successfulness successful, 12 January 2009 Source: Agency Table 13: Takeovers, 1998 to 2008 (in EUR million) Year Year Successful takeovers Nominal Market value value of of takeovers takeovers 0 0 0 8 35.52 58.12 10 45.45 131.75 14 101.66 500.55 18 142.13 1,214.13 7 26.11 71.35 29 231.28 290.97 20 125.24 261.31 21 166.32 347.87 33 8.52* 1,237.83 237.95 20 0*** 180 882.24 4,351.81 Year Failed takeovers Nominal value of takeovers Market value of takeovers 1998 2 10.45 25.69 1999 1 6.05 14.53 2000 0 0 0 2001 0 0 0 2002 0 0 0 2003 0 0 0 2004 1 4.12 6.18 2005 2 28.15 34.81 2006 2 19.94 32.70 2007 2 0 28.47 2008 0 0 0 Total 10 68.72 142.40 Notes: *In 2007, the nominal value of a takeover can only be determined in four cases, while in the rest of the cases this information cannot be provided since shares were issued as no-par value shares without nominal value. **Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. ***No data is available on the nominal value of takeovers in 2008 since shares were issued as no-par value shares Source: Agency 1.2.2 Issue of confirmations of collection of proxies In 2008, the Agency issued 29 confirmations of the collection of proxies for voting at the general meeting of a plc. ZPre-1 also applies to those public limited companies whose shares with voting rights are traded on the regulated market and those public limited companies whose shares are not traded on the regulated market, if on the last day of the year preceding the year that is relevant for the purpose of the assessment of the application of this Act the company has at least 250 shareholders or an equity capital of at least EUR 4 million. The Agency issues the confirmations of collection of proxies for voting at the general meeting to these companies. The ZPre-1 narrowed the scope of confirmations of the collection of proxies to the stated companies. In such cases, the Agency issues adequate confirmations to the persons who announce such an organised collection of proxies, while in the case of other public limited companies, such authorisations are no longer issued since the institute of organised collection of proxies is covered by the law regulating companies. 1.3 Exemptions from the obligation to publish a prospectus (non-public primary market) The ZTFI offers a broad definition of the offer of securities to the public, stipulating that it means any communication in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 11 SECURITIES MARKET AGENCY purchase or subscribe to these securities. Nevertheless, the examples described under this item substantially mean “non-public primary market.” In the financial sector, this term often applies to those issuers of securities offered to a narrow or very specific group of investors and not to the broad investment public. Article 36 of the ZTFI stipulates that no person is allowed to offer securities to the public in the Republic of Slovenia without first publishing the appropriate prospectus in line with this act, unless otherwise specified by law in individual cases. Exemptions from the above provision are stipulated by Article 49 of the ZTFI (e.g. issue of securities in a closed circle of up to 100 persons who are not qualified investors etc.) and Article 50 of the ZTFI (e.g. issue of shares in the process of merger, issue of substitute securities in the takeover procedure etc.). When exemptions from Articles 49 and 50 of the ZTFI are applied, the issuer must inform the Agency of the application of such exemption. In 2008, the Agency received 35 notifications on the application of the exemption from the publication of prospectus. Pursuant to Article 52 of the ZTFI, an issuer, offeror or the person demanding admission of securities to trading on a regulated market must inform the Agency of the application of exemption three business days before the beginning of the public offer or the admission of securities to trading on a regulated market. This means that the Agency will not necessarily receive the notification of the issue value of securities to be sold and of the actual number of offered (issued) securities, which is why it has no data on the final value of issued securities. In 2008, there were 26 non-public issues of shares (four issues of bank shares and 22 issues of corporate shares). Shares were issued in the form of no-par value shares without nominal value. The most frequent reasons for share issue were the following: increases in share capital from a non-cash contribution, increases in share capital from the company’s own assets, debtto-equity conversions, mergers, and investment in new development programmes. There were also nine private placements of bonds, of which six were bank bond issues and three were corporate bond issues. The total nominal value of the six private placements of bank bonds was EUR 1,550.43 million, while that of the three private placements of corporate bonds was EUR 72.42 million. The most common reasons for bond issues were securing longterm sources of finance, replacing long-term sources of finance, and acquiring resources for the purposes of investment strategy. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 12 SECURITIES MARKET AGENCY Table 14: Non-public offerings of securities, 1997 to 2008 (nominal value in millions of EUR) Year Bank securities Share issues Debt security issues Number Nominal Number Nominal value value 2 2.33 2 5.51 0 0.00 2 4.91 1 1.74 5 31.66 0 0.00 5 28.57 6 26.14 6 53.93 4 6.90 7 74.60 4 4.70 11 259.13 3 7.21 16 435.52 6 10.84 13 425.19 4 18.05 8 126.47 8 0 8 220.59 4 0 6 1,550.43 42 77.91 89 3,216.51 Securities of other issuers Share issues Debt security issues Number Nominal Number Nominal value value 19 33.09 5 3.42 3 2.46 3 0.58 20 23.61 7 11.06 26 123.48 7 15.45 18 62.98 16 48.08 31 69.85 8 27.99 23 35.75 12 64.71 17 51.08 11 131.64 15 231.78 10 208.06 16 39.21 9 28.49 19 0 3 30.58 22 0 3 72.42 229 673.29 94 642.48 Total 1997 44.34 1998 7.96 1999 68.08 2000 167.50 2001 191.12 2002 179.34 2003 364.28 2004 625.46 2005 875.86 2006 212.22 2007* 251.17 2008* 1,622.85 Total 4,610.18 Notes: *There are no data on the nominal value of share issues in 2007, since shares were issued as no-par value shares. **Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency 1.4 Administration of registers and other public information, and mandatory announcements by public companies 1.4.1 Public registers The Agency keeps a register of public companies, a register of issued authorisations for the approval of prospectuses for the public offering of securities and prospectuses for the admission of securities to trading on a regulated market, a register of issued authorisations for takeover bids, a register of audited annual reports, semi-annual reports, summaries of these reports, and reports of important business events or regulated information. 1.4.2 Disclosure of information on the operations of public companies The number of public companies is constantly changing. At the end of 2008, there were 101 companies that had the status of public companies that issued securities. In 2008, the Agency received 109 audited annual reports, and 109 summaries of audited annual reports from public companies for the period from 1 January 2006 to 31 December 2006. It also received 23 half-yearly reports and summaries of half-yearly reports from public companies for the period from 1 January 2008 to 30 June 2008. All 23 public companies whose shares are listed on the Ljubljana Stock Exchange also announced half-yearly interim results. In 2008, public companies made 1,904 announcements of important business events or regulated information. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 13 SECURITIES MARKET AGENCY In 2008, the Agency received 461 notifications on reaching, exceeding and terminated exceeding of 5-, 10-, 15-, 20-, 25–percent, 1/3, 50- and 75-percent shares of voting rights and notifications on every acquisition or disposal of a share of voting rights by a member of the company’s management or supervisory body. The Agency received 81 annual documents to be produced by the issuers whose securities were admitted to trading on a regulated market at least once a year. An annual document contains or refers to all information published in the last 12 months in accordance with the provisions regulating the area of securities in the Republic of Slovenia, other Member States and at the level of the EU or disclosed to the public in the Republic of Slovenia, other Member States and non-Member States. 2 2.1 SECONDARY MARKET OF FINANCIAL INSTRUMENTS Trading in financial instruments on regulated markets At the end of 2008, there were 12 were brokerage companies on the market of financial instruments (of which 11 were members of the Ljubljana Stock Exchange) that held an authorisation from the Agency to provide investment services and 12 banks (of which 12 were members of the Ljubljana Stock Exchange) that held an authorisation from the Bank of Slovenia to provide investment services and transactions. The list of subjects to which the Agency issued the authorisation to provide investment services and activities is shown in Table 18. At the end of 2008, a total of 1,130 companies from the EU Member States provided direct investment services and transactions related to financial instruments in the Republic of Slovenia (on the basis of notification). 2.1.1 Admissions of financial instruments to the regulated market In 2008, the shares of the following issuers were admitted to the share market segment – standard listing: Pozavarovalnica Sava, d.d., Ljubljana (symbol POSR); Zavarovalnica Triglav, d.d., Ljubljana (symbol ZVTG) and Abanka Vipa, d.d., Ljubljana (symbol ABKN). The shares of the following issuers were admitted to the share market segment – entry market: Sivent, d.d., Ljubljana (symbol SING); Finetol, d.d., Celje (symbol FINR); D Naloţbe, d.d., Ljubljana (symbol DFNR) and Datalab, d.d., Ljubljana (symbol DATR). The bonds of the following issuers were admitted to the bond market segment: Republic of Slovenia with the symbol RS63; Factor banka, d.d., Ljubljana with the symbols FB16, FB19, FB20 and FB21; Probanka, d.d., Maribor with the symbols PRB9 and PRB10; Droga Kolinska, d.d., Ljubljana with the symbol DRK1; Banka Celje, d.d., Celje with the symbol BCE11; Delo Prodaja, d.d., Ljubljana with the symbol DPR1; Nova Ljubljanska banka, d.d., Ljubljana with the symbols BDM1 and NLB24; Poteza Skupina, d.d., Ljubljana with the symbol PSN1 and Slovenska izvozna in razvojna banka, d.d., Ljubljana with the symbol SI01. The following mutual fund investment coupons were admitted to the investment coupons market: PB Biotech Index with the symbol PBDBI (issuer Probanka upravljanje, d.o.o., Maribor); PB Uranium Index with the symbol PBDUI (issuer Probanka upravljanje, d.o.o., Maribor); Infond Global with the symbol INDGL (issuer KBM Infond, druţba za upravljanje, d.o.o., Maribor) and Infond Dynamic with the symbol INDDY (issuer KBM Infond, druţba za upravljanje, d.o.o., Maribor). REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 14 SECURITIES MARKET AGENCY The shares of the issuer Merkur d.d. Naklo with the symbol MER were removed from the share market segment – first listing. The shares of the following issuers were removed from the share market segment – standard listing: Geodetski zavod Slovenije, d.d., Trzin with the symbol GZRG and the shares of the company ACH, d.d., Ljubljana with the symbol ACLG. The shares of the following issuers were removed from the share market segment – entry market: DZS, d.d., Ljubljana (symbol DZS); Tovarna sladkorja Ormoţ, d.d., Ormoţ (symbol TSOG); Hidrotehnik, d.d., Ljubljana (symbol VHLG); Etra 33, d.d., Ljubljana (symbol ETRG); Liz - inţeniring, d.d., Ljubljana (symbol LIZG); Krona holding, d.d., Ljubljana (symbol KRHR) and Jadran, d.d., Seţana (symbol JASG). The shares of the following investment companies were removed from the share market of investment companies: Maksima ID with the symbol MAIR (issuer Maksima, delniška ID, d.d., Ljubljana); Infond ID with the symbol IFIR (issuer Infond ID, d.d., Maribor) and Infond ID 1 with the symbol IFDR (issuer Infond ID 1, d.d., Maribor). The bonds of the following issuers matured: Republika Slovenija with the symbols RS52, RS58 and RS39; Banka Celje, d.d., Celje with the symbol BCE6A; Factor banka, d d., Ljubljana with the symbols FB13 and FB08; Nova Ljubljanska banka, d.d., Ljubljana with the symbols NLB12 and NLB14; Stanovanjski sklad RS, javni sklad, Ljubljana with the symbol SSR2; Probanka, d.d., Maribor with the symbol PRB6; Abanka Vipa, d.d., Ljubljana with the symbols AB13 and VIP5 and Poštna banka Slovenije from the banking group of Nova Kreditna banka Maribor, d. d, Maribor with the symbol PBS5. Table 15: Number of financial instruments on the regulated market Shares Situation as of 31 December 2007 Bonds IF Total 89 89 10 188 7 14 4 25 Removed FI in 2008 10 13 3 26 Changed FI in 2008 -3 1 1 -1 Situation as of 31 December 2008 86 90 11 187 New FI in 2008 Source: Ljubljana stock exchange 2.1.2 Volume and breakdown of trading in financial instruments on the regulated market The volume of trading in shares of public companies was up 68.6% in 2008 compared to 2007, while the volume of trading in bonds was up 52.9%. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 15 SECURITIES MARKET AGENCY Table 16: Turnover of financial instruments traded on the regulated market Year Volume of turnover (in EUR billion) 1995 1996 1997 1998 0.19 0.28 0.37 0.56 0.09 0.06 0.05 0.09 0.00 0.00 0.00 0.04 0.00 0.00 0.00 0.00 Long-term financial instruments 0.28 0.34 0.42 0.69 1999 0.70 0.15 0.22 0.01 1.08 0.03 1.11 2000 0.61 0.24 0.26 0.01 1.12 0.01 1.13 2001 0.99 0.22 0.23 0.01 1.45 0.01 1.46 2002 1.16 0.46 0.36 0.02 2.00 0.00 2.00 2003 0.62 0.54 0.25 0.00 1.41 0.00 1.41 2004 0.93 0.47 0.25 0.00 1.65 0.00 1.65 2005 0.94 0.75 0.15 0.00 1.84 0.00 1.84 2006 1.45 0.19 0.17 0.00 1.81 0.00 1.81 2007 3.03 0.17 0.18 0.00 3.38 0.00 3.38 0.00 1.29 Shares Bonds Pension coupons IF Short-term financial instruments 0.08 0.03 0.04 0.03 2008 0.95 0.26 0.08 0.00 1.29 Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Ljubljana Stock Exchange Total 0.36 0.37 0.46 0.72 In the turnover structure for 2008 compared to 2007, bonds gained 14.9 percentage points while the percentage of share turnover dropped by 15.5 percentage points. Table 17: Structure of turnover of financial instruments traded on the regulated market Year Shares Bonds 1995 51.4 1996 77.1 1997 80.9 1998 77.2 1999 63.4 2000 53.9 2001 68.0 2002 58.0 2003 43.9 2004 56.3 2005 51.1 2006 80.2 2007 89.6 2008 74.1 Source: Ljubljana Stock Exchange 25.8 15.2 10.6 12.7 13.3 20.9 14.8 23.0 38.1 28.6 40.8 10.4 5.1 20.0 Proportion of total volume (%) Pension IF Short-term FI coupons 0.0 0.0 22.8 0.0 0.0 7.7 0.0 0.0 8.5 5.8 0.0 4.3 20.3 0.6 2.4 23.3 0.7 1.2 15.9 0.5 0.8 17.8 1.1 0.1 17.9 0.0 0.1 15.1 0.0 0.0 8.1 0.0 0.0 9.4 0.0 0.0 5.3 0.0 0.0 5.9 0.0 0.0 Total 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 A total of 249,679 transactions were concluded in 2008, which means an average of 998 transactions per trading day, while the number of transactions in 2007 was 282,939. The number of transactions in 2008 dropped by 13.2 % compared to 2007. The average daily volume was EUR 5.13 million in 2008, which is 43.3% less than in 2007. The average value of REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 16 SECURITIES MARKET AGENCY a transaction (trade) was EUR 4,907 in 2008, which is EUR 2,964 less than in 2007. The majority of trades in 2008 were in shares (84.71%), followed by IF shares (13.13%), and bonds (2.16%). Figure 1: Breakdown of trading volume on the regulated market in 2008 Turnover (in EUR million) 200 Shares Bonds IF 150 100 50 0 jan feb mar apr may jun jul aug sept oct nov dec Source: Ljubljana Stock Exchange Table 18: Turnover of the members of the Ljubljana Stock Exchange by type of financial instrument in 2008 Shares (in EUR) Bonds (in EUR) ABANKA VIPA d.d. 172,507,970 UNICREDIT BANKA SLOVENIJA d.d. GBD Gorenjska borzno posredniška druţba d.d. Share of total volume Invest. funds (in EUR) Total turnover (in EUR) 68,444,947 11,453,742 252,406,659 9.82 % 216,020,509 23,587,914 721,600 240,330,023 9.35 % 147,174,679 14,553,234 29,642,404 191,370,318 7.44 % 93,832,867 83,564,319 4,962,474 182,359,660 7.09 % ILIRIKA BPH d.d. 123,277,027 29,210,672 9,412,307 161,900,005 6.30 % POTEZA, borzno posredniška druţba, d.d. 120,320,233 9,638,958 13,989,280 143,948,471 5.60 % CERTIUS BPH d.o.o. 114,707,118 9,808,564 13,656,989 138,172,672 5.37 % 94,045,358 33,601,828 379,189 128,026,376 4.98 % 115,696,997 1,359,118 8,269,541 125,325,656 4.87 % RAIFFEISEN BANKA d.d. 72,295,611 39,724,747 5,939,254 117,959,612 4.59 % PERSPEKTIVA BPD d.d. 39,194,770 71,657,922 2,293,074 113,145,766 4.40 % NOVA KREDITNA BANKA MARIBOR d.d. 68,072,578 25,095,453 9,368,045 102,536,075 3.99 % MEDVEŠEK PUŠNIK BPH d.d. 88,404,033 4,989,357 5,581,862 98,975,253 3.85 % HYPO ALPE-ADRIA-BANK d.d. 79,682,880 1,738,628 1,096,225 82,517,733 3.21 % Exchange member NOVA LJUBLJANSKA BANKA d.d. SKB BANKA d.d. ARGONOS borzno posredniška hiša d.o.o. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 17 SECURITIES MARKET AGENCY Shares (in EUR) Exchange member Bonds (in EUR) Invest. funds (in EUR) Total turnover (in EUR) Share of total volume KD BPD d.o.o. 66,297,458 12,725,659 900,807 79,923,924 3.11 % PROBANKA d.d. 51,647,865 13,228,444 13,298,693 78,175,003 3.04 % FACTOR BANKA d.d. 51,049,098 21,663,082 3,225,538 75,937,718 2.95 % PUBLIKUM investicijske storitve d.d. 65,402,855 1,385,329 637,134 67,425,317 2.62 % DEŢELNA BANKA SLOVENIJE d.d. 50,303,900 4,554,766 4,649,197 59,507,863 2.31 % PRIMORSKI FINANČNI CENTER INTERFIN d.o.o. 34,814,122 1,261,693 10,277,302 46,353,117 1.80 % 2,239,914 34,980,090 155,781 37,375,785 1.45 % VERITAS B.H. borzno posredniška hiša, d.o.o.* 11,912,813 5,877,564 1,337,441 19,127,818 0.74 % BANKA KOPER d.d. 13,405,620 1,089,115 491,300 14,986,036 0.58 % MOJA DELNICA BPH d.d. 12,849,850 257,838 686,452 13,794,139 0.54 % 1,905,156,124 513,999,239 152,425,633 2,571,580,996 100.00 % GORENJSKA BANKA d.d. Total Note: *Veritas BH discontinued its operations in 2008. Source: Ljubljana Stock Exchange, Securities Market Agency 2.1.3 Non-residents’ activity on the regulated market Table 19: Volume (EUR million) and breakdown of trading in shares on the regulated market by non-residents Year Total turnover in shares 877.0 1,181.2 1,090.0 1,616.9 3,158.3 1,013.7 Non-residents’ volume 49.7 78.5 90.6 262.1 870.3 419.3 Non-residents’ share (%) 5.7 6.6 8.3 16.2 27.6 41.4 Net purchases by non-residents 2.2 -1.6 41.4 54.6 -40.0 -91.7 2003 2004 2005 2006 2007 2008 Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Bank of Slovenia The share of non-residents in the ownership of Slovene companies at the end of December 2008 reached 7.06%, which is 1.19 percentage points more than at the end of 2007. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 18 SECURITIES MARKET AGENCY Figure 2: Net purchases by non-residents on the regulated market and change in the SBI 20 share index in 2007 and 2008 Net purchases of non-residents and change in SBI20 20 40 change SBI20 net purchases of non-res. on reg. market 15 20 5 0 0 -20 -5 jan.07 mar.07 maj.07 jul.07 sep.07 nov.07 jan.08 mar.08 maj.08 jul.08 sep.08 nov.08 -10 feb.07 apr.07 jun.07 avg.07 okt.07 dec.07 feb.08 apr.08 jun.08 avg.08 okt.08 dec.08 -40 -15 Net turnover (in million EUR) Change SBI20 (inv %) 10 -60 -20 -25 -80 Source: Bank of Slovenia, Ljubljana Stock Exchange Figure 3: Proportion of total share capitalisation held by non-residents on the regulated market, and movement of the SBI 20 in 2007 and 2008 Share of non-residents in market capitalization of shares and value of the SBI20 share index 7,5 12.500 Share (in %) 7,3 SBI20 7,1 6,9 11.500 Share (in %) 6,5 9.500 6,3 8.500 6,1 5,9 SBI20 (in points) 10.500 6,7 7.500 5,7 5,5 6.500 5,3 5.500 5,1 4,9 4.500 4,7 4,5 3.500 jan.07 mar.07 maj.07 jul.07 sep.08 nov.08 sep.07 nov.07 jan.08 mar.08 maj.08 jul.08 feb.07 apr.07 jun.07avg.07 okt.07 dec.07 feb.08 apr.08 jun.08 avg.08 okt.08 dec.08 Source: Ljubljana Stock Exchange REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 19 SECURITIES MARKET AGENCY 2.1.4 Block trades In 2008, there were 217 block trades, which is 79.3% less than in 2007, and 83.0% less than in 2006. The block trade volume totalled EUR 219 million in 2008: 81.8 % less than in 2007, and 73.1 % less than in 2006. Block trades accounted for 17.0 % of the total volume on the Ljubljana Stock Exchange, compared with 35.6 % in 2008, and 45.0 % in 2007. The average value of a block trade in 2008 was EUR 1.01 million, 11.8 % less than in 2007, and 57.8 % more than in 2006. Table 20: Block trades, 2006 to 2008 (broken down by trade value) No. of trades up to EUR 0.125 million from EUR 0.125 million to EUR 0.167 million from EUR 0.167 million to EUR 0.209 million from EUR 0.209 million to EUR 0.250 million from EUR 0.250 million to EUR 0.334 million from EUR 0.334 million to EUR 0.417 million from EUR 0.417 million to EUR 0.835 million from EUR 0.835 million to EUR 2.086 million from EUR 2.086 million to EUR 4.173 million above EUR 4.173 million Total 2006 No. of trades 4 272 157 134 157 100 246 136 37 31 1,274 Share 0.31% 21.35% 12.32% 10.52% 12.32% 7.85% 19.31% 10.68% 2.90% 2.43% 100.00% 2007 No. of trades 5 214 117 86 126 84 217 123 28 51 1,051 Share 0.48% 20.36% 11.13% 8.18% 11.99% 7.99% 20.65% 11.70% 2.66% 4.85% 100.00% 2008 No. of Share trades 0 0.00% 29 13.36% 27 12.44% 21 9.68% 13 5.99% 11 5.07% 47 21.66% 47 21.66% 14 6.45% 8 3.69% 217 100.00% Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency 2.1.5 Stock exchange indices The value of the SBI 20 stock exchange index point stood at 3,695.72 at 31 December 2008, down 67.49 % or 7,673.86 points from a year earlier (when the value of the SBI 20 index was 11,369.58). It peaked at 11,408.00 on 4 January 2008. The lowest values of the index were recorded in October (-18.69%) and September (-16.15%). REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 20 SECURITIES MARKET AGENCY Figure 4: The Slovene stock exchange index SBI 20 in 2008 Share turnover on stock market (excluding blocks) and SBI 20 index 12.000 180 share turnover SBI20 160 11.000 10.000 140 9.000 120 8.000 100 7.000 80 6.000 60 40 5.000 20 4.000 0 jan.08 SBI 20 (in points) Turnover (in EUR million) 200 3.000 feb.08 mar.08 apr.08 may.08 jun.08 jul.08 aug.08 sep.08 oct.08 nov.08 dec.08 Source: Ljubljana Stock Exchange The SBI 20 is regularly revised twice a year, on 1 March and 1 September. Since 3 February 1997, the value of the SBI 20 has been calculated as a series of market prices for a selected basket of shares. It consists of the capitalisations of individual shares, adjusted by a factor that ensures comparability between periods despite the inclusion and omission of individual shares that make up the index. To be included in the SBI 20 ordinary shares must meet certain criteria relating to the market capitalisation of the shares in free circulation, the average absolute daily volume and the average number of daily trades. A single issuer may not account for more than 15% of the capitalisation of the basket of shares making up the SBI 20. The shares of 15 issuers were included in the SBI 20 as of 31 December 2008: Krka, d.d., Novo mesto; Petrol, d.d., Ljubljana; Telekom Slovenije, d.d., Ljubljana; Sava, d.d., Kranj; Mercator, d.d., Ljubljana; Nova KBM, d.d., Maribor; Gorenje, d.d., Velenje; Zavarovalnica Triglav, d.d., Ljubljana; Luka Koper, d.d., Koper; Pivovarna Laško, d.d., Laško; Pozavarovalnica Sava, d.d., Ljubljana; Helios, d.d., Domţale; Intereuropa, d.d., Koper; Istrabenz, d.d., Koper and Aerodrom Ljubljana, d.d., Ljubljana. On 18 July 2008, the Ljubljana Stock Exchange stopped calculating the share index of (authorised) investment companies (PIX) and on 1 October 2008 also the stock exchange index of bonds (BIO). The value of most of the major global indices dropped in 2008; the largest fall of 42.1% being recorded by the NIKKEI 225. The next-largest decrease of 40.4% was recorded by the DAX 30. The NYSE’s US 100 dropped by 36.3%, while the FTSE 100 finished the year down 31,3 %. 2.1.6 Market capitalisation of financial instruments on the regulated market The total market capitalisation of financial instruments on the Ljubljana Stock Exchange, calculated as the price of financial instrument multiplied by the number of listed financial instruments) amounted to EUR 15.26 billion at the end of 2008 (IF not included), which is a decrease of 40.6% on a year earlier. Total market capitalisation of all shares on the stock exchange (IF not included) stood at EUR 8.47 billion at the end of December 2008, which is 57.1% less than at the end of December 2007. This fall in the market capitalisation of shares was the result of a fall in share prices on the Ljubljana Stock Exchange. Total market REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 21 SECURITIES MARKET AGENCY capitalisation of bonds stood at EUR 6.79 billion at the end of December 2008, up 14.4% from a year earlier, when it amounted to EUR 5.94 billion, primarily because of new issues of bonds. Table 21: Market capitalisation of financial instruments on the Ljubljana Stock Exchange (EUR million) Share (in %) 60.75 31.66 20.03 9.06 34.99 4.26 0.60 3.66 100.00 31. 12. 2006 Share Market First listing Standard listing Entry market Bond Market Investment Fund Market Investment Coupon Market IC Share Market Total Source: Ljubljana Stock Exchange 11,513.08 5,999.37 3,796.56 1,717.15 6,631.58 806.85 113.43 693.42 18,951.51 31. 12. 2007 19,740.12 12,312.43 4,569.26 2,858.43 5,940.80 1,183.49 161.92 1,021.57 26,864.41 Share (in %) 73.48 45.83 17.01 10.64 22.11 4.41 0.60 3.80 100.00 31. 12. 2008 8,468.42 4,151.22 2,589.28 1,727.92 6,795.36 353.70 129.75 223.95 15,617.48 Share (in %) 54.22 26.58 16.58 11.06 43.51 2.26 0.83 1.43 100.00 2.1.7 Most-heavily traded financial instruments on the regulated market The ten most-heavily traded shares in 2008 accounted for 86.00% of the total volume of trading in shares, compared with 83.93 % in 2007. This represents an increase in the concentration of trading in the ten most-heavily traded shares. The largest turnover, including blocks, was recorded in the shares of Krka, Telekom Slovenije and Nova KBM. IF shares were excluded. Table 22: Ten most-heavily traded shares on the regulated market in 2008 No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Share Krka Telekom Slovenije Nova KBM Petrol Mercator Gorenje Pivovarna Laško Luka Koper Sava Aerodrom Ljubljana Total Other shares ALL SHARES Turnover (in EUR) 394,239,113 78,879,595 74,250,148 55,476,883 53,502,016 46,021,588 37,941,282 35,745,816 25,356,771 17,787,892 819,201,104 133,376,958 952,578,062 Proportion of total volume Turnover ratio** of shares* (%) 41.39 8.28 7.79 5.82 5.62 4.83 3.98 3.75 2.66 1.87 86.00 14.00 100.00 0.23 0.10 0.30 0.10 0.09 0.31 0.09 0.12 0.05 0.37 0.15 0.04 0.11 Notes: * Excluding IF shares. ** Turnover is calculated as the ratio of the annual volume of trading in a financial instrument to its market capitalisation on the last day of the period. Source: Ljubljana Stock Exchange, Securities Market Agency The ten most-heavily traded bonds accounted for 82.72% of the total volume of trading in bonds in 2008, compared with 81.17% in 2007. The most-heavily traded was the second-issue bond of the Slovenian Indemnity Fund. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 22 SECURITIES MARKET AGENCY Table 23: Ten most-heavily traded bonds on the regulated market in 2008 No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Turnover (in EUR) Bond nd Slovenian Indemnity Fund 2 issue th Republic of Slovenia 56 issue th Republic of Slovenia 59 issue th Republic of Slovenia 60 issue th Republic of Slovenia 57 issue th NLB 16 issue rd Republic of Slovenia 53 issue rd Republic of Slovenia 63 issue st Republic of Slovenia 21 issue th Nova KBM 7 issue Total Other bonds ALL BONDS 81,368,172 32,775,918 21,236,813 18,171,579 13,734,006 11,358,592 10,851,961 9,830,213 7,835,906 5,416,424 212,579,584 44,420,035 256,999,619 Proportion of total volume (%) Turnover ratio* 31.66 12.75 8.26 7.07 5.34 4.42 4.22 3.82 3.05 2.11 82.72 17.28 100.00 0.12 0.16 0.02 0.05 0.05 0.36 0.14 0.01 0.23 0.19 0.06 0.01 0.04 Note: * Turnover is calculated as the ratio of the annual volume of trading in a financial instrument to its market capitalisation on the last day of the period. Source: Ljubljana Stock Exchange, Securities Market Agency In 2008, there were seven ICs and seven MFs traded on the regulated market. Of total turnover in IF, 40.3% was generated by the most heavily traded ID NFD 1 (including block trading). Table 24: Turnover in shares/IF investment coupons on the regulated market in 2008 No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. IF Turnover in EUR NFD 1 share investment fund KD IC Probanka Global investment fund (MF) Infond IC Krona Senior IC Maksima IC MP-BALKAN.SI (MF) Zvon Ena IC Infond IC 1 Infond Global (MF) Total Other shares/IF inv. coupons ALL SHARES/IF INV. COUPONS 30,733,671 9,796,540 9,784,712 9,232,030 3,868,393 3,373,793 3,355,895 2,284,317 1,847,651 982,568 75,259,570 982,568 76,242,138 Proportion of total volume of IF shares (in %) Turnover ratio* 40.31 12.85 12.83 12.11 5.07 4.43 4.40 3.00 2.42 1.29 98.71 1.29 100.00 0.22 0.29 0.21 0.10 0.10 0.04 0.37 0.15 0.06 0.02 0.14 0.04 0.13 Note: * Turnover is calculated as the ratio of the annual volume of trading in a financial instrument to its market capitalisation on the last day of the period. Source: Ljubljana Stock Exchange, Securities Market Agency 2.2 Capital adequacy of brokerage companies A brokerage company must ensure that at any point of time it maintains sufficient capital with regard to both the volume and type of investment and financial instrument services that it REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 23 SECURITIES MARKET AGENCY provides, and to the risks to which it is exposed in providing these services. The share capital of a brokerage company may never fall below EUR 730,000, with the exception of the case stipulated by Article 153 of the ZTFI. At the end of 2008, the sum of capital requirements of brokerage companies averaged EUR 0.71 million, which is 42.7% less than at the end of 2007. Average capital of brokerage companies grew to 8.3% in the same period. Table 25: Capital adequacy of brokerage companies (average) TOTAL CAPITAL REQUIREMENT CAPITAL Average capital adequacy of brokerage companies 31. 12. 2005 31. 12. 2006 31. 12. 2007 31. 12. 2008 EUR 0.73 EUR 0.68 EUR 1.24 EUR 0.71 million million million million EUR 2.18 EUR 1.96 EUR 2.88 EUR 3.12 million million million million 0.34 0.35 0.43 0.23 TOTAL CAPITAL REQ./CAPITAL Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency 2.3 Capital exposure of brokerage companies A brokerage company’s exposure to an individual entity is the sum of all its receivables and contingent receivables from that entity, the value of its investments in financial instruments of that entity, and the value of its other equity holdings in that entity. A brokerage company’s exposure to an individual entity and parties related to that entity may not exceed 25% of the brokerage company’s capital. Any exposure of a brokerage company to an individual entity and its related parties that exceeds 10% of the brokerage company’s capital is classed as a large exposure. The sum of all large exposures of a brokerage company may not exceed 800% of the amount of the company’s capital. At the end of 2008 the average total large exposures/capital ratio amounted to EUR 36.5 or 37% less than at the end of 2007. Table 26: Ratio of total of large exposures to capital (average) 31. 12. 2005 TOTAL OF LARGE EXPOSURES / CAPITAL Source: Agency 2.4 31. 12. 2006 77.6 31. 12. 2007 63.2 31. 12. 2008 57.9 36.5 Liquidity of brokerage companies Brokerage companies must manage their assets and liabilities so as to be able, at any point in time, to settle all their due debts. The minimum liquidity ratio allowed is 1.0. At the end of 2008, the average liquidity ratio of brokerage companies was 13.18, which was 71.4% more than at the end of 2007. Table 27: Liquidity ratio of brokerage companies (average) 31. 12. 2005 31. 12. 2006 31. 12. 2007 31. 12. 2008 REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 24 SECURITIES MARKET AGENCY LIQUIDITY RATIO 6.44 7.58 7.69 13.18 Source: Agency 3 INVESTMENT FUNDS In 2008, the global financial crisis caused a fall in the prices on global stock exchanges and consequently an extreme plunge in the value of investment fund assets. In Europe as well as in Slovenia, the downward trend in the value of investment fund assets started showing as early as in January 2008 and continued throughout 2008. The assets of European investment funds thus dropped by 22% in 2008, compared to the previous year, to EUR 6,142 billion. In the same period, the assets of the Slovene investment funds fell further, specifically by 54% to EUR 1,912 million. As of 31 December 2008, there were 4 ICs and 14 MCs active in Slovenia, which managed 127 MF, of which 17 were newly-founded in 2008. There were also 137 investment funds or sub-funds registered from other European Union Member States. Table 28: General data on investment funds at the end of the years 2007 and 2008 31. 12. 2007 Number of entities Number of investors Value of assets (in millions of EUR) Source: Agency 3.1 MC MF 14 - 110 321,628 - 2,924 31. 12. 2008 IFs from EU IC Member States 7 128 226,845 n.a. 1,235 n.a. MC MF 14 - 127 397,472 - 1,513 IFs from EU Member States 4 137 114,991 n.a. IC 398 n.a. Mutual funds At the end of 2008, the net value of assets of Slovene MFs totalled EUR 1,505.3 million or 48% less than at the end of 2007. The reason for this is in the fall of the prices of securities on capital markets, the movement of exchange rates and net outflows from MFs. Table 29: Net asset value of MFs by year (in million EUR) 31. 12. 2003 31. 12. 2004 31. 12. 2005 31. 12. 2006 31. 12. 2007 Total 387.2 867.2 1,376.6 1,920.8 2,908.2 Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency 31. 12. 2008 1,505.3 Slovene investors still show great willingness to assume risk related to investments in MFs, as evident from the comparison of the structure of MF types between Slovenia and Europe (Table 30). In Slovenia, share MFs accounted for almost 63% of total funds, while bond MFs reached merely 2% and the shares of money market MFs only 1%. Also at the European level, share MFs represented the largest share in total managed assets, specifically 31% in 2008. Nevertheless, the share of individual types of European MFs was far more equally spread, since the share of bond MFs and money market MFs together accounted for 49% and the share of mixed MFs for 16%. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 25 SECURITIES MARKET AGENCY We must explain that according to the Bank of Slovenia, household assets in Slovenia placed in investment funds only accounted for 6% in the structure of household financial property at the end of the third quarter of 2008, while the share of bank deposits and cash of households accounted 49% in the structure of household financial property. At the end of the third quarter of 2008, 8% of assets in the structure of household financial property were placed in investment funds and 35% in bank deposits and cash. Table 30: Share of individual types of MFs in total assets of MFs at the end of 2007 and 2008 31. 12. 2007 Slovenia 31. 12. 2008 Europe Slovenia Europe Number of share MFs 68 % 47 % 63 % 31 % Number of bond MFs 1% 16 % 2% 23 % Number of mixed MFs 31 % 10 % 34 % 16 % 0% 19 % 1% 26 % 0% 8% 0% 5% Number of money-market MFs Number of MFs – other funds Source: Agency, EFAMA, Bank of Slovenia Table 31 shows the net values of MF assets managed by MCs at the end of 2008, The large majority of assets was managed by Triglav DZU, i.e. EUR 338 million or 25%, followed by KD Skladi, which managed 18% of total assets and NLB skladi with 16% of total assets. It must also be pointed out that a significant portion of the increase in the share of net value of managed assets by KBM Infond and NLB Skladi is due to the transformation of ICs into MFs in 2008. Maksima ID was transformed into NLB Skladi – Globalni delniški sklad, Infond ID into Delniški VS Infond Dynamic and Infond ID 1 into Delniški VS Infond Global. Table 31: Market shares of individual MSc in MF management as of 31 December 2008, measured with the net value of managed assets MC Triglav DZU, d.o.o. KD Skladi, d.o.o. NLB Skladi, d.o.o. KBM Infond, d.o.o. Probanka upravljanje, d.o.o. Publikum PDU, d.d. Abančna DZU, d.o.o. Medvešek Pušnik DZU, d.d. Ilirika DZU, d.o.o. Primorski skladi, d.d. Perspektiva DZU, d.o.o. Krekova DZU, d.o.o. NFD DZU, d.o.o. Total Source: Agency Net value of managed assets (NAV) (in EUR) 337,973,202 267,611,282 236,015,152 168,672,809 112,886,945 77,523,657 69,196,525 55,087,331 53,055,560 51,533,098 49,147,807 18,925,463 7,710,471 1,505,339,303 Number of MFs under management 22.45 10 17.78 17 15.68 14 11.20 10 7.50 9 5.15 11 4.60 11 3.66 11 3.52 10 3.42 4 3.26 7 1.26 5 0.51 8 100.00 127 Share (in %) As evident from Table 32, mutual funds invest predominantly in equity securities traded on regulated securities markets. These investments amounted to slightly above EUR 1 billion at the end of 2008, or 68% of the total. EUR 703 million or 46% of all MF assets were invested in REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 26 SECURITIES MARKET AGENCY equity securities from foreign issuers. Their share continues to increase on an annual basis and accounted for 58% of total MF investments at the end of 2008. Table 32: Aggregate structure of investments in MF as of 31 December 2008 1. Cash 2. Deposits and loans 3. Securities and money market instruments traded on the regulated market of securities 3.1 Securities issued by domestic issuers 3.1.1 Equity securities issued by domestic issuers 3.1.2 Debt securities issued by domestic issuers 3.1.3 Other securities issued by domestic issuers 3.2. Securities issued by foreign issuers 3.2.1 Equity securities issued by foreign issuers 3.2.2 Debt securities issued by foreign issuers 3.2.3 Other securities issued by foreign issuers 3.3. Money market instruments traded on a regulated securities market 3.3.1 Money market instruments of domestic issuers 3.3.2 Money market instruments of domestic issuers 4. Money market instruments of prime issuers 5. Investment coupons and shares of open investment funds 6. Combined and derived financial instruments 7. Other transferable securities and other money market instruments 8. Receivables 9. Prepayments and accrued income 10. Total Source: Agency in EUR 93,900,147 67,193,823 in % 6.20 4.44 1,212,105,118 80.09 420,240,315 319,636,780 100,603,536 0 789,941,385 702,987,086 86,954,299 0 1,923,417 874,015 1,049,403 0 74,766,666 2,340 60,004,392 5,266,695 141,236 1,513,380,416 27.77 21.12 6.65 0.00 52.20 46.45 5.75 0.00 0.13 0.06 0.07 0.00 4.94 0.00 3.96 0.35 0.01 100.00 Figure 5: Aggregate structure of MF investments at the end of 2008 (in %) Other transferable securities and other money market instr. Receivables and deferred/accrued items 3.96% 0.36% IK in delnice odprtih IS 4.94% Cash assets 6.20% Deposits and loans 4.44% Securities and money market instruments of domestic issuers 27.83% Securities and money market instruments of foreign issuers 52.27% Source: Agency The number of investors in MFs is increasing every year and amounted to 397,472 at the end of 2008, which is a 24% increase over a year earlier; nevertheless, it must be said that the REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 27 SECURITIES MARKET AGENCY increase in the number of investors in MFs is merely the result of the transformation of three ICs into MFs. The concentration of investors was reduced compared to 2007, since there were 22% of all investors in three MFs in 2008, in terms of NAV (33% in 2007). The average value of assets in Slovene MFs per capita stood at around EUR 750; in Europe, the average per capita is somewhat under EUR 10,000. Figure 6: Number of investors in MFs, December 2003 to December 2008 450.000 Number of investors 400.000 350.000 300.000 250.000 200.000 150.000 100.000 50.000 0 jun.04 dec.04 jun.05 dec.05 jun.06 dec.06 jun.07 dec.07 jun.08 dec.08 dec.03 mar.04 sep.04 mar.05 sep.05 mar.06 sep.06 mar.07 sep.07 mar.08 sep.08 Source: Agency As shown in Figure 7, the inflows in Slovene MFs in 2008 amounted to EUR 307 million and the outflows amounted to EUR 611 million. Thus, in 2008, net outflows totalled EUR 304 million, which represents 10% of the value of assets in Slovene MFs at the end of 2007. In European MFs, a total of EUR 335 billion of net outflows were recorded, i.e. 5% of the value of assets in European MFs at the end of 2007. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 28 SECURITIES MARKET AGENCY Figure 7: Annual purchases and redemptions of MFs, 2003 to 2008 (in million of EUR) 1.000 purchases redemptions net purchases Value (in million of EUR) 800 600 400 200 0 2003 2004 2005 2006 2007 2008 -200 -400 Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency The largest net outflow of assets from Slovene MFs was recorded in October 2008; that was 24% of total net outflows in 2008 (Figure 8). Also in October, 40% of total net outflows from European MFs in 2008 was recorded. Figure 8: Monthly purchases and redemptions of MFs, January 2008 to December 2008 (in million of EUR) 120 Value (in million of EUR) 100 purchases redemptions net purchases 80 60 40 20 0 -20 jan.08 feb.08 mar.08 apr.08 may.08 jun.08 jul.08 aug.08 sep.08 oct.08 nov.08 dec.08 -40 -60 -80 Source: Agency The annual returns on MFs, measured with the change in unit price (UP), ranged from -70% to 5%. The weighting used to calculate the weighted average annual return is the ratio of a particular fund’s assets to the total assets of mutual funds. The average decrease in UP, compared to the change in the index of SBI 20 shares, in 2008 was by 25 percentage points lower, as a result of the placement of assets to certain foreign markets. Only six MFs recorded REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 29 SECURITIES MARKET AGENCY unit price growth in 2008. All of those were bond MFs or money market MFs. When comparing the nominal weighted return on MFs with the movement of the SBI 20, it should be noted that the SBI 20 ignores the dividends on the shares and that shares included in the index; only some of the securities that mutual funds hold are shares included in the SBI 20. Of course, neither the SBI 20 nor the unit price calculation takes account of the costs to the individual investor. Increasing specialisation of Slovene MFs both regionally and by industrial branches impacts the growing differences in the returns of individual MFs. Figure 9: Movement in the weighted average of annual changes in UP and changes in SBI 20 and SBI TOP indices in 2008 100,00 80,00 60,00 UP SBI TOP SBI 20 40,00 20,00 0,00 -20,00 -40,00 -60,00 -80,00 -100,00 03.01.2008 03.03.2008 03.05.2008 03.07.2008 03.09.2008 03.11.2008 03.02.2008 03.04.2008 03.06.2008 03.08.2008 03.10.2008 03.12.2008 Source: Ljubljana Stock Exchange, Securities Market Agency Figure 10 shows the comparison of average returns or changes in UP in 2008, with the weight applied being the share of the value of assets of an individual fund in the value of assets of an individual group of funds (share, mixed, bond and money market). Among individual groups of MFs, money market MFs are the only group that shows a positive weighted average return (4%). As shown in Figure 9, the weighted average of such measured nominal returns of share MFs stood at -47%, that of mixed MFs -39% and that of bond MFs -10%. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 30 SECURITIES MARKET AGENCY Figure 10: Movement of weighted average of annual changes in UP by individual groups of MFs in 2008 20,00 Share MF Mixed MF Bond MF Money market MF 0,00 -20,00 -40,00 -60,00 03.02.2008 03.04.2008 03.06.2008 03.08.2008 03.10.2008 03.12.2008 03.01.2008 03.03.2008 03.05.2008 03.07.2008 03.09.2008 03.11.2008 Source: Ljubljana Stock Exchange, Securities Market Agency 3.2 Investment companies At the end of 2008, there were four ICs operating, all formed in the process of transformation of authorised investment companies. As of 31 December 2008, they managed assets in the amount of EUR 398 million. Table 33 shows the net value of assets of the IC at the end of each individual year. At the end of 2008, the net value of assets of ICs thus totalled EUR 367 million or 70% less than at the end of 2007. This reduction in the net value of ICs is the result of reduced value of assets and transformation of three ICs into MFs. Table 33: Net asset value of ICs by year (in million EUR) Total 31. 12. 2003 31. 12. 2004 31. 12. 2005 31. 12. 2006 31.12.2007 31.12.2008 889.4 1,205.6 822.8 906.9 1,228.1 367.0 Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency As evident from Table 34, MFs invest predominantly in equity securities traded on regulated securities markets. These investments amounted to slightly above EUR 258 million at the end of 2008, or 65% of the total. Of the total, EUR 231 million or 58% of all MF assets were invested in equity securities of domestic issuers. Table 34: Aggregate structure of investments in IC as of 31 December 2008 Total (in EUR) 1. Cash 2. Deposits and loans 3. Securities and money market instruments traded on the regulated market of securities 3.1 Securities issued by domestic issuers 3.1.1 Equity securities issued by domestic issuers 3.1.2 Debt securities issued by domestic issuers 15,467,731 12,069,210 289,175,822 262,265,212 231,294,566 30,970,646 REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 31 in % 3.88 3.03 72.57 65.82 58.04 7.77 SECURITIES MARKET AGENCY Total (in EUR) 3.1.3 Other securities issued by domestic issuers 3.2. Securities issued by foreign issuers 3.2.1 Equity securities issued by foreign issuers 3.2.2 Debt securities issued by foreign issuers 3.2.3 Other securities issued by foreign issuers 3.3. Money market instruments traded on a regulated securities market 3.3.1 Money market instruments of domestic issuers 3.3.2 Money market instruments of domestic issuers 4. Money market instruments of prime issuers 5. Investment coupons and shares of open investment funds 6. Combined and derived financial instruments 7. Other transferable securities and other money market instruments 8. Receivables 9. Prepayments and accrued income 10. Total 0 26,910,609 26,910,609 0 0 0 0 0 0 9,509,156 0 71,625,329 629,722 6,048 398,483,017 in % 0.00 6.75 6.75 0.00 0.00 0.00 0.00 0.00 0.00 2.39 0.00 17.97 0.16 0.00 100.00 Source: Agency Figure 11: Aggregate structure of IC investments at the end of 2008 (in %) Other transfer. securities and other MM instruments 17.97% Receivables and deferrals 0.16% Cash 3.88% Deposits and loans 3.03% Securities and MM instruments IC and shares of open IFs 2.39% of foreign issuers 6.75% Securities and MM instruments of domestic issuers 65.82% Source: Agency Market shares of individual MCs in terms of net value of IC’s managed assets changed in 2008 in comparison to the previous year, the reasons for this being, above all, in the transformation of three ICs into MFs. Thus, only four MCs managed ICs at the end of 2008, with NFD DZU still holding the largest market share. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 32 SECURITIES MARKET AGENCY Table 35: Market shares of individual management companies in terms of net value of IC’s managed assets as of 31 December 2008 Net value of managed assets (NAV) (in EUR) 231,775,340 56,390,489 54,077,517 24,730,951 366,974,297 MC NFD DZU, d.o.o. DUS Krona, d.o.o. KD Investments DZU, d.o.o. Krekova druţba DZU, d.o.o. Total Source: Agency Share (in %) 63.16 15.37 14.74 6.74 100.00 Figure 12 shows a great fall in the average book value of IC shares in 2008, by 50%. The average market price fell by 64% in 2008. Figure 12: Average market price for shares in ICs (average price) and average book value of ICs, December 2007 to December 2008 25 20 19,82 18,35 in € value 15 18,09 16,60 16,54 14,81 14,33 13,67 16,90 13,97 15,72 14,89 12,83 14,70 12,03 11,86 13,89 11,19 12,24 11,83 10,53 9,35 10 7,93 7,00 9,83 6,03 5 0 dec.07 jan.08 feb.08 mar.08 apr.08 maj.08 jun.08 price (uniform ) jul.08 avg.08 sep.08 okt.08 nov.08 dec.08 book value of shares without certificates Note: Calculation of average book and market value of IC shares is adapted to the number of all issued shares. Source: Agency At the end of 2007, the discount of the average market value in terms of the average book value was 17% and at the end of 2008 it was 39% (Figure 13). The deteriorated ratio between the average book value and the average market value of IC shares was, among others, also the consequence of the increased volume of offered shares due to the shareholder’s need for liquidity. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 33 SECURITIES MARKET AGENCY Figure 13: Movement in the discount of the average market price of IC shares to the average book value, December 2007 to December 2008 40 37 34 Discount (v %) 31 discounted market price in terms of book value of IC shares 28 25 22 19 16 13 dec.07 jan.08 feb.08 mar.08 apr.08 may.08 jun.08 jul.08 aug.08 sep.08 oct.08 nov.08 dec.08 Note: Calculation of the discount between the average book and market value of IC shares is adapted to the number of all issued shares. Source: Agency 3.3 Investment funds from EU Member States meeting the conditions for marketing and sale in Slovenia 33 In 2008, the Agency received and processed 36 notifications for the marketing and selling units of investment funds of EU Member States in Slovenia. Of those, only 15 investment funds met the conditions for direct marketing and sales in the Republic of Slovenia at the end of 2008, while the remaining 21 were transferred to processing in 2009. These notifications were filed by four MCs from the European Union, two of whom applied for registration for the first time. Based on the above notifications, 13 MFs and two umbrella funds started marketing and selling the units of assets of MF on the territory of the Republic of Slovenia in 2008, with 12 sub-funds. Furthermore, six investment funds from Member States were discontinued in 2008. Thus, the number of investment (sub)funds of Member States which directly market and sell their units of assets on the territory of the Republic of Slovenia increased from 128 at the end of 2007 to 137 at the end of 2008. 4 MUTUAL PENSION FUNDS Pursuant to the Pension and Disability Insurance Act, since 2000, the Agency has been responsible for issuing authorisations to establish mutual pension funds (hereinafter: MPF) and for overseeing their operations. As of 31 December 2008, there were six mutual pension funds that held the authorisation to operate, with 238,811 members. Of those 236,323 were covered by collective insurance (via employers) and 3,110 held individual insurance and paid the premiums by themselves. The ZPIZ-1 allows for each insured to subscribe to one collective and one individual pension plan. As of the last day of 2008, all MPFs together managed assets in the amount of EUR 483 million, which is 10% more than at the end of 2007. The increase in the assets is the result of regular payments into the MPF. In 2008, the number of members did not change significantly. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 34 SECURITIES MARKET AGENCY The movement of people covered by voluntary supplementary pension insurance and the collected premium between 2004 and 2008 is shown in Table 36. Table 36: General data on MPF from 2004 to 2008 No. of funds 31. 12. 2004 6 31. 12. 2005 31. 12. 2006 31.12.2007 31.12.2008 6 6 6 6 No. of managers 5 5 5 5 5 No. of members 205,322 210,775 220,518 230,912 238,811 92,258,662 150,394,111 84,461,676 239,775,826 89,828,895 335,850,615 95,067,972 437,166,906 102,058,252 482,045,486 Net collected premium/y (in EUR) NAV (in EUR) Market concentration share of largest fund 45.82% 52.96% 56.15% 57.30% 58.49% share of three largest funds 92.59% 93.31% 93.74% 93.51% 92.03% Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency Because the managers of MPFs are obliged each month to secure the guaranteed return on the net collected premium, which depends on the yield of Government bonds, the MPFs focus primarily on fixed-return investments, i.e. bonds (61%) and bank deposits (24%). In this way, managers expect to guarantee positive returns on collected premiums and avoid any risk of failing to achieve the minimum guaranteed return. In the last quarter of 2008, not all MPFs managed to maintain the actual net asset value above the guaranteed, in spite of the fact that MPFs slightly reduced the share of high-risk investments, i.e. investments in shares and investment coupons or IF shares. A more detailed presentation of the aggregate structure of MPF investments is shown in Table 37. Table 37: Aggregate structure of investments in MPF from 2006 to 2008 31.12.2006 EUR Cash Short-term securities - Government securities - other securities 31.12.2007 % EUR 31.12.2008 % EUR % 1,166,989 0.35 6,159,467 1.40 5,507,349 1.14 20,539,222 6.10 19,253,909 4.38 9,890,676 2.05 12,853,956 3.82 16,233,737 3.70 9,525,520 1.97 7,685,266 2.28 3,020,172 0.69 365,157 0.08 226,560,180 67.30 268,537,900 61.16 294,185,091 60.87 141,069,907 41.91 104,484,052 23.80 140,120,872 28.99 Shares 9,357,944 2.78 34,054,782 7.76 25,560,549 5.29 Other securities 5,563,449 1.65 3,049,286 0.69 3,273,061 0.68 MF investment coupons and IC shares 18,453,398 5.48 40,941,571 9.32 29,952,984 6.20 Bank deposits Bonds - Government bonds 54,659,696 16.24 66,793,130 15.21 114,056,516 23.60 Loans 0 0 0 0 0 0 Real estate 0 0 0 0 0 0 Other receivables Total Assets 337,916 0.10 295,772 0.07 898,446 0.19 336,638,793 100.00 439,085,816 100.00 483,324,672 100.00 Note: Data until 31 December 2006 calculated on the basis of the exchange rate EUR 1 = SIT 239.640. Source: Agency The structure of MPFs investments varies over years, but the share of fixed-return investments, i.e. bank deposits and bonds remains stable. Compared to the previous year, the share of short-term securities was reduced from 4% in 2007 to 2% in 2008. As mentioned REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 35 SECURITIES MARKET AGENCY above, the share of placements in investment coupons and IF shares also dropped in 2008: from 9% to 6%. With the aim of providing guaranteed return, placements in bonds still prevail. Figure 14: Aggregate structure of MPF investments at the end of 2008 (in %) Bonds; 60.87% Shares; 5.29% Short-term securities ; 2.05% Other securities; 0.68% Deposits; 23.60% Cash;1.14% Receivables and deferred items ; 0.19% Invest. coupons and shares of invest . companies ; 6.20% Source: Agency In 2004, when the Closed Mutual Pension Fund was formed, the situation on the market of supplementary pension insurance changed considerably and Kapitalska druţba finally took the leading position on the market of supplementary pension insurance. Such concentration on this market is not good and additionally impedes the voluntary transition of members between the providers of voluntary supplementary pension insurance. This option that enables the insured to switch among the providers is supposedly the leverage that will ensure the true competition of different providers of pension products and thus more efficient operation of MPF. Figure 15 clearly shows that, following a significant increase in the number of members in May 2004, when the Closed Mutual Pension Fund for Civil Servants started operating, the growth in the number of MPF slowed down. Members included in collective savings schemes still prevail. The share of members included in individual pension insurance remains insignificant, especially due to low tax relief and the fact that collective pension savings schemes can use the tax relief more efficiently. As a rule, employees with higher income participate in individual insurance programmes more frequently. REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 36 SECURITIES MARKET AGENCY Figure 15: Number of MPF members, December 2003 to December 2008 300.000 Number of members in MPF 250.000 200.000 150.000 100.000 50.000 0 mar.04 sep.04 mar.05 sep.05 mar.06 sep.06 mar.07 sep.07 mar.08 sep.08 jun.04 dec.04 jun.05 dec.05 jun.06 dec.06 jun.07 dec.07 jun.08 dec.08 dec.03 Source: Agency Considering the deteriorating demographic trends, the Government should adopt adequate measures to stimulate employees to join this form of pension saving, regardless of the fact that the number of persons saving for old age in MPF, pension companies and insurance companies is gradually increasing. Figure 15: Share of individual managers in the management of MPF assets in terms of net asset value as of 31 December 2008 Probanka Abanka Generali Zav. Banka Koper KAD 0,00 10,00 20,00 30,00 40,00 50,00 60,00 70,00 80,00 90,00 100,00 Source: Agency Data on collected assets or net asset value also show the prevailing role of Kapitalska druţba d.d. in the area of MPF operations, taking into account the important fact that Kapitalska druţba d.d. manages two MPFs, of which the closed mutual pension fund for civil servants alone accounts for 46% of the market share and the capital mutual pension fund for 30% of the market share. In line with the ZPIZ-1, voluntary supplementary pension insurance is provided by MPFs, insurers and pension companies. In terms of the volume of collected assets by the providers of REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 37 SECURITIES MARKET AGENCY voluntary supplementary pension insurance, MPFs achieved a 42% market share in 2008 (Figure 17). Figure 17: Volume of operations of pension companies, MPFs and insurance companies measured by the volume of assets as of 31 December 2008 21.43% 41.83% Mutual pension funds Pension companies Insurance companies 36.74% Source: Agency Supplementary pension insurance is a form of insurance in which the policyholder assumes the investment risk with a guaranteed return on the net premium paid. The guaranteed return, which is expressed as an annual return that the manager of the MPF guarantees, may not be lower than 40% of the average annual interest rate on government securities with a maturity of more than one year. A fall in the value of the unit price is shown by Figure 18 and the movement of return at the annual level per MPF in 2008 is shown in Table 38. The lowest returns in 2008 were achieved by the MPFs managed by Kapitalska druţba, d.d. Figure 18: Change in the unit price of MPFs in the period from 31 December 2007 to 31 December 2008 Source: Agency REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 38 SECURITIES MARKET AGENCY Table 38: Return of MPF at the annual level and minimum annual guaranteed return in 2008 (in %) jan.08 feb.08 mar.08 apr.08 may.08 jun.08 jul.08 aug.08 sep.08 oct.08 nov.08 dec.08 KVPS LEON 2 -0.07 0.07 -1.65 -1.18 -1.21 -3.35 -3.36 -3.29 -6.84 -10.65 -10.80 -12.18 3.54 4.03 2.19 1.09 0.44 -1.75 -1.78 -2.10 -2.91 -3.95 -2.95 -3.17 OVPS Banka Koper A III 6.28 6.71 4.20 2.64 1.85 -0.20 -1.03 -2.29 -3.59 -5.26 -5.80 -6.37 6.44 6.80 5.09 4.73 4.00 2.36 1.91 1.63 -0.19 -3.38 -2.73 -5.29 DELTA 6.56 8.07 4.72 3.27 2.70 0.96 0.55 0.27 -0.84 -2.80 -1.83 -6.25 ZVSJU 1.93 1.13 0.44 -0.21 0.89 -0.51 -2.11 -0.78 -3.10 -7.83 -8.04 -9.05 Minimum guaranteed return at the annual level 1.72 1.72 1.72 1.72 1.72 1.72 1.77 1.77 1.77 1.77 1.77 1.77 Source: Agency REPORT ON THE STATE AND SITUATION ON THE MARKET OF FINANCIAL INSTRUMENTS IN 2008 39