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What are Convertible Debentures:  Meaning & Types

If you’re looking for an investment that offers both fixed income and potential equity ownership, convertible debentures might catch your eye. These are long-term debt instruments that can be converted into equity shares of the issuing company. Unlike traditional fixed deposits, convertible debentures offer liquidity, higher yield, and the possibility of capital appreciation. Let’s explore how they work and what they entail as an investment option.

Understanding Convertible Debentures

Convertible debentures are debt instruments that give you the option to convert them into equity shares after a specified period. Companies issue them to raise funds while offering you regular interest payments. Unlike traditional loans, they don’t have any collateral backing, making them unsecured.

The interest rate on convertible debentures is generally lower than regular debt. Why? Because they come with the added potential of becoming equity shares if you decide to convert them. This conversion option can be beneficial if the company’s stock price rises, giving you the chance to own shares instead of just receiving interest. Companies also gain tax benefits, as the interest paid on these debentures can be claimed as a tax deduction.

How Do Convertible Debentures Work?

With knowledge of convertible debenture meaning, you can better understand how this instrument works. Convertible debentures function as a hybrid security, combining features of both debt and equity. Here’s how they work:

  • Step 1:

    Issuance: The company issues convertible debentures, paying fixed interest at regular intervals.

  • Step 2:

    Conversion Option: After a predetermined period, the bondholders can exercise their option to change their debentures into equity shares of the issuing company. The conversion ratio and conversion price are specified at the time of issuance.

  • Step 3:

    Maturity: If investors choose not to convert, they can hold the debentures until maturity and receive the principal amount back.

For instance, suppose a company issues ₹1,000 worth of convertible debentures with a 6% interest rate. After three years, investors can opt to change these into equity shares at a predetermined price of ₹50 per share. If the share price rises above ₹50, the investor benefits from the price appreciation.

Types of Convertible Debentures

Parameter

Fully Convertible Debentures

Partly Convertible Debentures

Definition

Entire value converts into equity shares.

Only a portion is convertible into equity shares.

Capital Base

Leads to higher equity capital.

Leads to a lower equity capital increase.

Financing Flexibility

High debt-equity ratio.

Moderate debt-equity ratio.

Classification

Classified entirely as equity.

Convertible part is equity; non-convertible part is debt.

Conversion Ratio

Predetermined at issuance.

Determined at issuance.

Popularity

Commonly preferred by companies without a strong track record.

More suitable for established companies.

Features of Convertible Debentures

The chief distinguishing features of convertible debentures are listed below:

  1. Conversion Price:

    This is the price at which a debenture can be changed into equity shares. It is determined based on factors like market value and anticipated equity performance.

  2. Conversion Ratio:

    Indicates the number of shares received against each debenture.

  3. Coupon Payment:

    The interest paid on the debentures, typically lower than regular debt instruments.

  4. Convertible Value:

    The market value of the equity shares obtained through conversion.

  5. Timing of Conversion:

    The duration after which the conversion can occur, usually ranging from 1 to 5 years.

  6. Market Price:

    Reflects the debenture’s value in the market, factoring in its conversion potential.

Advantages and Risks of Convertible Debentures

Advantages:

  • Income: Offers fixed interest income along with potential capital gains from share conversion.

  • Risk Management: Provides a cushion against equity risk, as investors can choose not to convert.

  • Priority in Liquidation: In the event of liquidation, debenture holders are prioritized over equity shareholders.

  • Capital Appreciation: Allows investors to benefit from rising stock prices while still receiving interest income.

Risks:

  • Equity Risk: The share price may drop after conversion, reducing the value of the investment.

  • Default Risk: Unlike secured debt, convertible debentures are generally unsecured, increasing the risk of default.

  • Investor Rights: In case of liquidation, convertible debenture holders may not have priority over other creditors.

Convertible Debentures vs. Non-Convertible Debentures

Now that you know what is a convertible debenture, let’s try to understand the differences between convertible and non-convertible debentures: 

Feature

Convertible Debentures

Non-Convertible Debentures

Conversion

The debenture can be changed into equity shares.

Cannot be converted into equity shares.

Interest Rate

Lower, due to conversion option.

Higher, as there is no conversion feature.

Maturity Value

Linked to equity share price.

Fixed maturity value.

Risk

Lower, as there is potential equity upside.

Higher, as there is no equity conversion option.

Investor Status

Holds dual status as creditor and shareholder.

Remains a creditor only.

Convertible Debentures in the Indian Market

In India, convertible debentures have gained popularity as a hybrid investment tool, offering the dual benefits of fixed income and potential equity gains. SEBI regulates their issuance to ensure transparency and protect investor interests. Companies use them to raise funds without diluting equity immediately, while investors gain access to fixed interest payments and potential share appreciation.

Conclusion

Convertible debentures serve as a strategic investment option for those looking to balance debt and equity exposure. By offering interest income along with the possibility of converting into equity, they provide a blend of stability and growth potential. Before investing, consider the company’s financial health, conversion terms, and overall market outlook to make an informed decision.

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Disclaimer :

The information on this website is provided on "AS IS" basis. Bajaj Broking (BFSL) does not warrant the accuracy of the information given herein, either expressly or impliedly, for any particular purpose and expressly disclaims any warranties of merchantability or suitability for any particular purpose. While BFSL strives to ensure accuracy, it does not guarantee the completeness, reliability, or timeliness of the information. Users are advised to independently verify details and stay updated with any changes.

The information provided on this website is for general informational purposes only and is subject to change without prior notice. BFSL shall not be responsible for any consequences arising from reliance on the information provided herein and shall not be held responsible for all or any actions that may subsequently result in any loss, damage and or liability. Interest rates, fees, and charges etc., are revised from time to time, for the latest details please refer to our Pricing page.

Neither the information, nor any opinion contained in this website constitutes a solicitation or offer by BFSL or its affiliates to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service.

BFSL is acting as distributor for non-broking products/ services such as IPO, Mutual Fund, Insurance, PMS, and NPS. These are not Exchange Traded Products. For more details on risk factors, terms and conditions please read the sales brochure carefully before investing.

Investments in the securities market are subject to market risk, read all related documents carefully before investing. This content is for educational purposes only. Securities quoted are exemplary and not recommendatory.

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