Delivery Settings for Shareholder Materials

IBKR’s default setting for distributing shareholder communications (e.g., proxy materials and annual reports) from U.S. and Canadian issuers is electronic delivery. Under this method the account holder will receive an email notice when information becomes available for a security they hold from our processing agent, Mediant Communications. This notification will provide the necessary links for accessing the information and voting through the Internet in lieu of receiving these documents via postal service. The technology which you will need to secure the information includes access to the Internet and a web browser supporting secure connections. In addition, you will need to be able to read the documents online and print a copy provided your system supports documents in a PDF format.

 

Other items of note:

 -  We recommend that you add the following addresses to your email address book to minimize the possibility of communications being routed to your junk folder or rejected by your email provider as spam: InteractiveBrokers@proxydocs.com, InteractiveBrokers@investorelections.com, InteractiveBrokers@proxypush.com, InteractiveBrokers@prospectusdocs.com.
 
-  Issuers reserve the right, and are sometimes required by regulation, to send certain shareholder communications via postal mail regardless of the account holder’s preference for electronic delivery. This will most often be the case for interim or special meetings or for contested voting matters.
 
-  Account holders may withdraw their consent to electronic delivery and revert to postal delivery at any time by submitting a request through the Message Center located within Client Portal. Note that changes to delivery settings are not applied to shareholder materials where the record date has already been sent. Account holders may, therefore, continue to receive deliveries for certain securities via the existing method for a period of 2 to 4 weeks after requesting a change.
 

-  The information above applies solely to shareholder communications associated with U.S. and Canadian issuers. The delivery of communications for securities issued outside of these two countries is typically electronic, but managed directly by the issuer or its agent (i.e., not Mediant). 

 

See also: Non-Objecting Beneficial Owner (NOBO)

併購套利:交易涉及待定兼併/收購之公司股票

交易涉及已宣布但尚未完成之併購的公司之股票的行為被稱為“併購套利”。

當一家公司決定接管一家上市公司時,收購公司必須同意支付給目標公司每股價格通常會高於公開交易所的現行價格。這種價格差被稱為“收購溢價”。

收購條款公佈後,目標公司的股價會上揚,但通常會繼續徘徊在收購條款中指定的價格下方。

舉例:A公司同意收購B公司。在宣布收購前,B公司在紐交所的股價為每股$20.00美元。交易條款明確指出A公司將以現金形式向B公司每股支付$25.00美元。交易公佈不久,一般會看到B公司股價達到$24.90美元——高於其之前的交易價格,但仍然對比約定交易價格仍然有40個基點折扣。

這種折扣存在有兩個主要原因:

  1. 出於比如監管、業務或融資困難等原因,儘管宣布收購,但可能永遠無法完成;以及
  2. 持有目標公司股票的利息成本。

如果收購公司是一家上市公司,收購交易還可能以“固定比率”的方式進行,即收購公司以其股票的固定比率支付給目標公司。一旦固定比率收購交易宣布,目標公司的股價將成為收購公司股價的一個應變量。

舉例:C公司(股價為$10.00美元)同意收購D公司(股價為$15.00美元)。交易條款明確指出C公司兩股換D公司一股。交易公佈不久,一般會看到D公司在交易所的股價達到$19.90美元,儘管C公司兩股的價格當前價值$20.00美元現金。

與現金交易一樣,由於可能存在交易障礙和利息成本,目標公司的交易價格通常會在交易比率隱含的水平上打折扣。這種價差還可能會受所收到股息與交易預期生命週期內應付股息之間差額的影響以及收購方股票借用困難的影響。(有時收購會以股票的浮動比率或浮動換股比率進行。有些併購還採用股票和現金結合的方式,這需要目標公司的股東進行選舉。相對於標準、簡單的“現金”和“固定比率收購交易,這種交易會使得收購公司股價和股票公司股價之間的關係更加複雜), 從而需要非常詳細、特殊的交易策略。

對於現金和固定比率收購交易,目標公司公開市場價格上的折扣會隨著交易結束日期的臨近和交易經歷不同的里程碑(如成功收到融資以及獲得股東和監管批准)而縮小。通常折扣會在收購完成時基本消失。

標準併購套利交易策略試圖捕捉被收購公司當前交易價格和最終交易價格之間的價差。在現金收購中,標準的併購套利交易是在目標公司的公開市場價格低於併購交易價格時買入目標公司的股票,期望併購交易將順利完成且目標公司的股價會上升至交易價格。在固定比率收購中,標準的併購套利交易是在目標公司股票還以收購條款中所確定價格的折扣價(以公司的當前股價和收購交易的約定比率進行計算)進行交易時買入目標公司股票並同時賣空收購公司股票。在兩種情況中,交易者都希望收購交易能順利完成,收購交易價格折扣慢慢消失,從而盈利。

當然,如果交易者認為市場對某項交易的前景太多樂觀,他也可以執行跟以上描述相反的操作——賣空目標公司股票並買入收購公司股票。

與所有交易策略一樣,併購套利策略包含內在風險。

如果收購成功完成,上述多頭併購套利策略則可能盈利;但是,如果收購被延遲或取消——或者甚至傳言將被延遲或取消——這些策略則有虧損的風險,某些情況下虧損會超過初始投資。空頭併購套利策略在交易成功完成的情況下會有虧損的風險,並且如果目標公司獲得誘人要約,損失可能會十分巨大。

該文章僅作信息提供之目的,不構成任何推薦或買賣證券請求。交易涉及已經宣布併購之公司的股票存在內在風險。在做任何交易決定之前,您都需要知曉交易的條款和風險。客戶對其自己的交易決定負全部責任。

ADR代收費用

在美國存托憑證(ADR)中持有頭寸的帳戶持有人應注意此類證券需定期繳納費用以補償代表ADR提供託管服務的代理銀行。這些服務通常包括盤存外國股票ADR以及管理所有註冊、合規與記錄服務。

以前,代理銀行只能通過扣除ADR股息收集代理費用,但是因越來越多的ADR不再定期支付股息,這些銀行便無法收集費用。因此,在2009年,美國存管信託公司(DTC)獲得美國證監會(SEC)批准,代表銀行向那些不定期支付股息的ADR收取託管費用。DTC從代客戶持有ADR的經紀商(如IB)處收取這些費用。這些費用被稱為代收費用,因為它們是由指定經紀商從客戶處收取。

如果您在支付股息的ADR中持有頭寸,這些費用將像過去一樣從股息中扣除。如果您是在不支付股息的ADR中持有頭寸,這筆代收費用將反映在登記日的月度報表中。與現金股息的處理方法相同,IB將嘗試在帳戶報表的應計部份顯示即將進行的ADR費用分配。一旦被收取,該費用將在報表的存款&取款部份顯示,費用描述為“調整—其他”,且會顯示相關聯的ADR圖標。

該費用的金額範圍通常為每股$0.01至$0.03美元,但可能因ADR的不同而不同。我們推薦您參考您的ADR招股說明獲取具體信息。可通過美國證監會的EDGAR公司搜索工具進行在綫搜索。

Qualified Investments in RSP & TFSA Accounts

Canadian Revenue Agency (“CRA”) regulations place restrictions upon the types of positions that may be held in RSP and TFSA accounts with eligibility limited to those meeting the definition of a “Qualified Investment”. Positions held in such accounts that do not meet this definition are referred to as “Non-Qualified Investments” and are subject to a CRA tax equal to 50% of the fair market value of the property at the time it was acquired or it became Non-Qualified.

Qualified Investments include the following instruments: an investment in properties, including money, guaranteed investment certificates (GICs), government and corporate bonds, mutual funds, and securities listed on a designated stock exchange.  Note that certain investments, while Qualified, may not be offered by IB due to the product type itself or its designated exchange not being supported.1

Non-Qualified investments include any property that is not is not classified as a Qualified Investment.  Examples include stocks trading on NEX in Canada, as well as on PINK and OTCBB shares in the US.

For additional information, please refer to the CRA website links below:

 http://www.cra-arc.gc.ca/tx/ndvdls/tpcs/rrsp-reer/glssry-eng.html 

 http://www.cra-arc.gc.ca/tx/ndvdls/tpcs/ntvdnc/nnqlfdnvst-eng.html

 

1 Note that while IB does not offer access to the Canadian Securities Exchange (CNSX), shares which are listed on that designated exchange may be transferred into and held in a RSP or TFSA account held with IB, but must be transferred elsewhere to close.

Determining Buying Power

Buying power serves as a measurement of the dollar value of securities that one may purchase in a securities account without depositing additional funds. In the case of a cash account where, by definition, securities may not be purchased using funds borrowed from the broker and must be paid for in full, buying power is equal to the amount of settled cash on hand. Here, for example, an account holding $10,000 in cash may purchase up to $10,000 in stock.

In a margin account, buying power is increased through the use of leverage provided by the broker using cash as well as the value of stocks already held in the account as collateral. The amount of leverage depends upon whether the account is approved for Reg. T margin or Portfolio Margin. Here, a Reg. T account holding $10,000 in cash may purchase and hold overnight $20,000 in securities as Reg. T imposes an initial margin requirement of 50%, which translates to buying power of 2:1 (i.e., 1/.50). Similarly, a Reg. T account holding $10,000 in cash may purchase and hold on an intra-day basis $40,000 in securities given IB’s default intra-day maintenance margin requirement of 25%, which translates to buying power of 4:1 (i.e., 1/.25).

In the case of a Portfolio Margin account, greater leverage is available although, as the name suggests, the amount is highly dependent upon the make-up of the portfolio. Here, the requirement on individual stocks (initial = maintenance) generally ranges from 15% - 30%, translating to buying power of between 6.67 – 3.33:1. As the margin rate under this methodology can change daily as it considers risk factors such as the observed volatility of each stock and concentration, portfolios comprised of low-volatility stocks and which are diversified in nature tend to receive the most favorable margin treatment (e.g., higher buying power).

In addition to the cash examples above, buying power may be provided to securities held in the margin account, with the leverage dependent upon the loan value of the securities and the amount of funds, if any, borrowed to purchase them. Take, for example, an account which holds $10,000 in securities which are fully paid (i.e., no margin loan). Using the Reg. T initial margin requirement of 50%, these securities would have a loan value of $5,000 (= $10,000 * (1 - 0.50)) which, using that same initial requirement providing buying power of 2:1, could be applied to purchase and hold overnight an additional $10,000 of securities. Similarly, an account holding $10,000 in securities and a $1,000 margin loan (i.e., net liquidating equity of $9,000), has a remaining equity loan value of $4,000 which could be applied to purchase and hold overnight an additional $8,000 of securities. The same principles would hold true in a Portfolio Margin account, albeit with a potentially different level of buying power.

Finally, while the concept of buying power applies to the purchase of assets such as stocks, bonds, funds and forex, it does not translate in the same manner to derivatives. Most securities derivatives (e.g., short options and single stock futures) are not assets but rather contingent liabilities and long options, while an asset, are short-term in nature, considered a wasting asset and therefore generally have no loan value. The margin requirement on short options, therefore, is not based upon a percentage of the option premium value, but rather determined on the underlying stock as if the option were assigned (under Reg. T) or by estimating the cost to repurchase the option given adverse market changes (under Portfolio Margining).

Determining Tick Value

Financial instruments are subject to minimum price changes or increments which are commonly referred to as ticks. Tick values vary by instrument and are determined by the listing exchange. IB provides this information directly from the Contract Search tool on the website or via the Trader Workstation (TWS). To access from TWS, enter a symbol on the quote line, right click and from the drop-down window select the Contract Info and then Details menu options.  The contract specifications window for the instrument will then be displayed (Exhibit 1).

To determine the notional value of a tick, multiple the tick increment by the contract trade unit or multiplier.  As illustrated in the example below, the LIFFE Mini Silver futures contact has a tick value or minimum increment of .001 which, when multiplied by the contract multiplier of 1,000 ounces, results in a minimum tick value of $1.00 per contract.  Accordingly, every tick change up or down results in a profit or loss of $1.00 per LIFFE Mini Silver futures contract.

 

Exhibit 1

SPY - Dividend Recognition

Unlike the case of a stock, in which a dividend is taxable in the year in which it is paid, the SPDR S&P 500 ETF Trust (Symbol: SPY) represents itself as a Regulated Investment Company and its dividend is deemed taxable in the year in which the record date is determined.  As such, SPY dividends declared in either October, November or December and payable to shareholders of record on a specified date in one of those months will be considered taxable income income in that year despite the fact that such dividend will generally be paid in January of the following year.

 

Circular 230 Notice: These statements are provided for information purposes only, are not intended to constitute tax advice which may be relied upon to avoid penalties under any federal, state, local or other tax statutes or regulations, and do not resolve any tax issues in your favor.

Margin Treatment for Foreign Stocks Carried by a U.S. Broker

As a U.S. broker-dealer registered with the Securities & Exchange Commission (SEC) for the purpose of facilitating customer securities transactions, IB LLC is subject to various regulations relating to the extension of credit and margining of those transactions. In the case of foreign equity securities (i.e., non-U.S. issuer), Reg T. allows a U.S. broker to extend margin credit to those which either appear on the Federal Reserve Board's periodically published List of Foreign Margin Stocks, or are deemed to have a have a "ready market" under SEC Rule 15c3-1 or SEC no-action letter.

Prior to November 2012, "ready market" was deemed to include equity securities of a foreign issuer that are listed on what is now known as the FTSE World Index. This definition was based upon a 1993 SEC no-action letter and was premised upon the fact that, while there may not have been a ready market for such securities within the U.S., the securities could be readily resold in the applicable foreign market.  In November of 2012, the SEC issued a follow-up no-action letter (www.sec.gov/divisions/marketreg/mr-noaction/2012/finra-112812.pdf) which expanded the population of foreign equity securities deemed to have a ready market to also include those not listed on the FTSE World Index provided that the following four conditions are met:

 

1. The security is listed on a foreign exchange located within a FTSE World Index recognized country, where the security has been trading on the exchange for at least 90 days;

2. Daily bid, ask and last quotations for the security as provided by the foreign listing exchange are made continuously available to the U.S. broker through an electronic quote system;

3. The median daily trading volume calculated over the preceding 20 business day period of the security on its listing exchange is either at least 100,000 shares or $500,000 (excluding shares purchased by the computing broker);

4. The aggregate unrestricted market capitalization in shares of the security exceed $500 million over each of the preceding 10 business days.

Note: if a security previously meeting the above conditions no longer does so, the broker is provided with a 5 business day window after which time the security will no longer be deemed readily marketable and must be treated as non-marginable.

Foreign equity securities which do not meet the above conditions, will be treated as non-marginable and will therefore have no loan value. Note that for purposes of this no-action letter foreign equity securities do not include options.

Excess Margin Securities

The term "excess margin securities" refers to margin securities carried for the account of a customer having a market value in excess of 140 percent of the total debit balance in the customer's account. These securities are in excess of the securities held in a customer's margin account that are pledged by the customer as collateral for the margin loan and can be used to support the purchase of additional securities on margin

Example:

A customer whose account equity consists solely of a cash balance of USD 10,000 on Day 1 purchases 400 shares of stock ABC at USD 50 per share on Day 2.

Account Balance Day 1 Day 2
Cash $10,000 ($10,000)
Stock $0 $20,000 
Total $10,000 $10,000 

On Day 2, the customer's excess margin securities total USD 6,000. This is calculated by subtracting 140% of the margin debit or loan balance from the market value of the stock position ($6,000 = $20,000 - {1.4 * $10,000}).

The term is relevant from a regulatory perspective as the SEC requires that U.S. broker dealers segregate and maintain in a good control location (e.g., DTC or bank) all customer securities which are deemed excess margin securities. Such securities cannot be pledged or loaned to finance the activities of the firm or other customers without specific written permission from the customer. The portion of the securities classified as margin securities ($20,000 - $6,000 or $14,000 in this example) are subject to a lien and may be pledged or loaned by the broker to others to assist in financing the loan made to the customer.

Note that securities which were excess margin at the date of acquisition may later be reclassified as margin securities based upon the customer's subsequent trade and/or margin borrowing activity. For example, if the loan value of excess margin securities is subsequently used to acquire additional securities on margin, a portion of securities will then be reclassified as margin securities and subject to a lien. If the customer subsequently deposits cash or sells securities to reduce or eliminate the margin loan, the securities will be reclassified as excess margin or fully paid and are required to be segregated.
See also "fully paid securities".

Fully Paid Securities

The term "fully paid securities" refers to securities held in a customer's margin or cash account that have been completely paid for and are not being pledged as collateral to support the purchase of other securities on margin. The term is relevant from a regulatory perspective as the SEC requires that U.S. broker dealers segregate and maintain in a good control location (e.g., DTC or bank) all customer securities which are fully paid.  Such securities cannot be pledged or loaned to finance the activities of the firm or other customers.

Note that securities which were fully paid at the date of acquisition may later be reclassified as margin or excess margin securities based upon the customer's subsequent trade and/or borrowing activity. For example, if the loan value of fully paid securities is subsequently used to acquire additional securities on credit, a portion of securities will then be classified as margin securities and subject to a lien and potential pledge or hypothecation by the broker.

See also "excess margin securities".

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