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What is CCPS (Compulsory Convertible Preference Shares)?

Compulsory Convertible Preference Shares (CCPS) are a type of preference share that must be converted into equity shares after a specific period or upon certain conditions. Unlike regular preference shares, you don’t have the choice to hold them as preference shares indefinitely. The conversion to equity shares is mandatory.

CCPS work as a hybrid investment instrument, combining features of both debt and equity. You receive fixed dividends like preference shares, but you also get a chance to own equity shares later. This makes compulsory convertible preference shares a popular choice for companies raising capital without giving away immediate control. Startups often use CCPS to attract investors while keeping their ownership intact.

For example, if you invest in a startup through CCPS, you might get a fixed dividend each year. After a few years, those compulsory convertible preference shares will automatically convert into equity shares based on a pre-decided ratio. This way, you become a shareholder with voting rights in the company.

Key Features of CCPS

What is CCPS will become clearer once you review its key features:

  • Fixed Dividend:

    You receive a fixed dividend until the shares are converted into equity. This provides steady income during the holding period.

  • Mandatory Conversion:

    The conversion to equity shares is compulsory. The timing and ratio of the conversion are decided when the CCPS are issued.

  • Anti-Dilution Protection:

    CCPS often include anti-dilution clauses. This helps you maintain your ownership percentage even if the company issues new shares.

  • Priority in Liquidation:

    If the company is liquidated before the conversion, you get paid before common shareholders but after debt holders.

  • Equity Potential:

    Once converted, compulsory convertible preference shares give you equity shares. This means you can participate in the company’s growth and receive voting rights.

  • RBI Treatment:

    In India, the Reserve Bank of India treats compulsory convertible preference shares as equity-linked instruments, similar to equity shares. This makes them an attractive option for joint ventures and foreign investments.

  • FDI Compliance:

    If you invest through CCPS as a foreign investor, the terms of conversion must align with SEBI and FDI guidelines.

  • Valuation Control:

    The fair market value (FMV) of CCPS is regulated under the Income Tax Act, ensuring that the pricing is fair and transparent.

How Do CCPS Work?

Here’s a step-by-step guide to how Compulsory Convertible Preference Shares work:

1. Issuance of CCPS:

The company issues compulsory convertible preference shares to raise capital. The terms of conversion, dividend rate, and conversion ratio are clearly stated in the offer document. You receive fixed dividends during the holding period.

2. Holding Period:

You hold the CCPS for a specific period, such as 3-5 years. During this time, you receive dividends, similar to regular preference shares. The dividend rate is fixed and doesn’t fluctuate based on company profits.

3. Conversion Terms:

Before issuing CCPS, the company decides the conversion ratio. For example, one CCPS might convert into two equity shares. The conversion terms are fixed at the time of issuance and cannot be changed later.

4. Mandatory Conversion:

When the holding period ends, the CCPS automatically convert into equity shares. You receive the agreed number of equity shares based on the conversion ratio. This changes your position from a preference shareholder to an equity shareholder.

5. Equity Ownership:


Once converted, you hold equity shares in the company. You now participate in the company’s growth and have voting rights. You may also benefit from any rise in the stock market price of the equity shares.

6. Trading and Liquidity:

After conversion, the equity shares can be traded on the stock market. This gives you liquidity, allowing you to exit the investment whenever you choose.

Benefits of Investing in CCPS

Investing in compulsory convertible preference shares offers the following benefits to investors:

  • Fixed Income:

    You earn regular dividends during the holding period, offering steady income.

  • Equity Upside:

    Upon conversion, you get equity shares, allowing you to participate in the company’s growth.

  • Anti-Dilution Protection:

    CCPS often include clauses to protect your ownership percentage if the company issues more shares.

  • Priority in Liquidation:

    If the company is liquidated before conversion, you get paid before equity shareholders.

  • Tax Efficiency:

    Dividends from CCPS may be taxed at a lower rate than other income, depending on the country’s tax laws.

  • Less Risky Than Equity Shares:

    You get fixed dividends, reducing risk compared to holding common equity shares.

  • Flexibility for Startups:

    Startups can use CCPS to attract investors without giving up immediate control.

CCPS vs Other Investment Instruments

The following table compares compulsory convertible preference shares with other types of shares issued by companies: 

Parameter

CCPS

Equity Shares

Preference Shares

Conversion

Mandatory

No Conversion

Optional or No Conversion

Dividend

Fixed until conversion

Based on company profits

Fixed

Voting Rights

After conversion

Yes

Usually No

Priority in Liquidation

Before equity shareholders

Last to be paid

Before equity shareholders

Market Trading

After conversion

Yes

Sometimes

Risk Level

Moderate

High

Low to Moderate

Regulatory Framework Governing CCPS in India

The issuance and regulation of Compulsory Convertible Preference Shares in India are governed by the following:

  1. Companies Act, 2013:

    Sections 42, 62, and 55 outline the guidelines for issuing CCPS. Companies must disclose the conversion terms and obtain shareholder approval.

  2. FEMA Compliance:

    Foreign investors can participate in CCPS through the Foreign Direct Investment (FDI) route. The conversion terms must align with SEBI and RBI guidelines.

  3. Income Tax Act, 1961:

    The fair market value (FMV) of CCPS is regulated under Section 56(2)(vii b). This prevents manipulation of share prices and ensures transparency in valuation.

Common Use Cases of CCPS in the Share Market

Now that you understand what is CCPS, understanding their real-world usage will become easier. Here’s how compulsory convertible preference shares are used in the share market: 

  • Startup Funding:

    Startups use compulsory convertible preference shares to attract early investors without giving up immediate control. Founders retain decision-making power until conversion.

  • Joint Ventures:

    Companies can issue compulsory convertible preference shares to partners in joint ventures, allowing them to hold preference shares initially and convert to equity later.

  • Debt Restructuring:

    Companies facing cash flow issues may issue CCPS to reduce debt. The fixed dividends act as a predictable expense until conversion.

  • Private Equity Investments:

    Private equity firms use CCPS to secure equity stakes in growing companies while earning fixed dividends.

  • Mergers and Acquisitions:

    During mergers, companies may issue CCPS to target companies, converting them into equity after the deal closes.

Conclusion

Compulsory Convertible Preference Shares (CCPS) provide a hybrid investment option that offers fixed income and the potential for equity ownership. You receive dividends during the holding period and later convert to equity shares based on pre-set terms. Startups use CCPS to raise capital without giving up immediate control, while investors benefit from anti-dilution protection and priority in liquidation. If you’re looking for a mix of income and equity upside, CCPS can be a strategic addition to your portfolio.

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