|Opis:||Bond issuing as a financing source is not unusual in large companies with good credit ratings, yet it is not so frequent in Slovenia. SMEs also have a theoretical possibility of such financing. However, there are very few companies that decide to raise funds by issuing bonds. By our legislation, all companies, regardless their size, are equal in respect to rising loan capital by issuing bonds.
This master’s thesis is divided into theoretical and empirical parts. In the theoretical part, we have first presented the legal viewpoint of bonds. We have determined the concept of bonds in accordance with the legislation of the Republic of Slovenia and its basic features and types. We have presented organized and disorganized bond markets in Slovenia. Within the framework of an organized bond market, we have presented possible institutional participants and then described the process of issuing corporate bonds in Slovenia. We have presented and used comparative analysis of “non-public offer” and “public offer” bonds and determined the possible causes for companies’ increased interest in “non-public offers.” In this regard, it should be noted that the Financial Instruments Market Act (ZTFI) does not lay out the phrases “non-public offer” and “public offer” for securities; only the phrase “offer of securities to the public.” The terms “public” and “non-public” offer and the selling of securities originates from the former, now invalid Securities Market Act (ZTVP-1), which was succeeded by the current ZTFI. The latter has a very broad concept of “offer of securities to the public.” Thereby, almost every offer of securities to the public is a public offer. For this reason, the Securities Market Agency (ATVP) distinguishes securities offers that are intended for broad investment public and securities offers that are intended for a narrower scope of investors. Securities offers under the obligation of publication which are intended for the broad investment public can be thus denoted as “public offers of securities.” And securities offers that represent an exception to the obligation of publication—and are intended for a narrow scope of investors—can be denoted as “non-public offers of securities.” For the purposes of this master’s thesis, we have used the terms “public offer of securities” and “non-public offer of securities.”
We have compared the state of bonds issued by SMEs in the Republic of Slovenia with Italy, with emphasis on the term “mini-bonds” that were enacted in Italy in the years 2012 and 2013 by special laws “Decreto Sviluppo” and “Destinazione Italia Decree.” Upon introduction of these laws, the costs of bonds issued for SMEs were reduced, on average. We are going to determine whether the legislation of the Republic of Slovenia is favorable or unfavorable towards SMEs issuing bonds.
With regard to bond issuing in Slovenia, we have relied on the most important laws on this matter and determined those laws in detail: the Financial Instruments Market Act (ZTFI), the Book Entry Securities Act (ZNVP-1), and the Securities Act (ZVP), the last one being invalidated in part.
In addition, in the first part of the thesis, we have also concentrated on the economic aspects of the bond. We have described bond price formation and established impacts of different risks on bonds’ profitability. We have also described the current state of corporate bonds in Slovenia.
The second part of the thesis is empirical. Here, we have dealt with our case study. We have accurately described and determined the bond issuing procedure of the company “X”, which is a medium-sized company in Slovenia. Company “X” is going to issue a bond to raise fresh capital. The costs and bond issuing procedures of company “X” are going to be compared with costs and bank loan procedures under the same conditions.|