INITIAL PUBLIC OFFERINGS

(IPOs)

REGULATIONS & PROCESS

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Options for Raising Funds
Fund Raising Options

Debt Equity Hybrid

From Banks & FIs IPO

Various forms of
FPO Convertibles
In India Public issue of
Rights Issue
Bonds/Debentures
Pref. Issue

outside India ECB ADR/GDR FCCB & FCEB

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Why IPOs?
For Funding Needs
•Funding Capital Requirements for Organic Growth
• Expansion through Projects
• Diversification
•Funding Global Requirements
• Funding Joint Venture and Collaborations needs
•Funding Infrastructure Requirements, Marketing Initiatives and
Distribution Channels
•Financing Working Capital Requirements
•Funding General Corporate Purposes
• Investing in businesses through other companies
•Repaying debt to strengthen the Balance Sheet
•Meeting Issue Expenses

For Non-funding Needs

• Enhancing Corporate Stature
•Retention and incentive for Employees through stock options
•Provide liquidity to the shareholders

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 ISSUE OF CAPITAL AND DISCLOSURE
(REQUIREMENTS) REGULATIONS, 2009

Common Conditions for Public Issues and Rights Issues

 Provisions as to Public Issue
 Eligibility Requirements
 Pricing in Public Issue
 Promoters’ Contribution
Restriction on Transferability (Lock-in) of Promoters’
Contribution, etc.
 Minimum Offer to Public, Reservations, etc.
 Manner of Disclosures in the Offer Documents
General Obligations of Issuer and Intermediaries with respect
to Public
 Issue and Rights Issue
 Preferential Issue
 Qualified Institutions Placement
 Bonus Issue
 Issue of Indian Depository Receipts

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ICDR….. REGULATION 4
Reg4..provides for following general eligibility conditions
for for the issue…

 Issuer, its promoter group or directors or persons in control of

the issuer should not be debarred from accessing capital
market
 Promoters, directors or persons in control of the issuer should
not be a promoter, director or person in control of any other
company which is debarred from accessing capital market
 Issuer to make application to one or more recognized stock
exchanges for listing of shares
 Issuer to enter into agreement with a depository for demat of
specified securities
 All partly-paid up equity shares have been made fully paid-up
 Made firm arrangements of finance through verifiable means
towards 75% of the stated means of finance excluding the
amount to be raised through the issue or thru internal accruals

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ICDR ……Reg. 26 (Regarding IPO)
Primary Criteria

Companies with track Companies without track record

record(Profitability Route)
 Track record of distributable profits for 3 out of the  50% of the net offer to  At least 15% of the project cost
immediately preceding 5 years public being allotted to is contributed by scheduled
 Pre-issue net worth of not less than Rs. 1 Crore in QIBs commercial banks and at least
each of the preceding 3 full years 10% of the net offer to public is
allotted to QIBs
 Net tangible assets of atleast Rs. 3 Crores for each
of the preceding 3 full years
Not more than 50% of these to be held in the
form of monetary assets
+ +
 Minimum post-issue face  Minimum post-issue face value
 (Proposed IPO + Previous Issues in the same
value capital must be Rs. capital must be Rs. 10 Crores
financial year) < 5 times the pre-issue net worth
10 Crores OR
 In case the company has changed its name within
the last one year, atleast 50% of the revenue for OR  Compulsory market making for
the preceding 1 full year is earned by the company  Compulsory market at least 2 years from the date of
from the activity suggested by the new name making for at least 2 listing of shares
 Prospective allottees in the IPO should not be less years from the date of
than 1000 in number listing of shares

Choice of Route: Fixed Price or Choice of Route: Book Choice of Route: Fixed Price or
Book Building Building Book Building

Book built route mandatory with 50% QIB participation if all issues during the same financial year (including proposed IPO) >
5X pre-issue net worth 6
ICDR ……Regulation 30-31
Reg30-31 deals with pricing and price band:

 SEBI allows free pricing of equity shares in an IPO

 Approval of RBI might be required for public issues by banks
 Issuer may mention floor price or price band in RHP OR
 Issuer may announce floor price or price band at least 2 working days before bid
opening in IPO and at least 1 day before bid opening in FPO in newspapers
 Cap on the price</= 120% of the floor price. i.e The spread between floor price & Cap
price shall not be more than 20% (eg: 100-120)
 Floor Price/Final Price not to be less than face value
 If the issue price is above Rs.500 then the issuer can fix the FV of shares below Rs.10
but a minimum of Rs.1.
 Differential pricing is permissible in a public issue to retail individual investors and
retail individual shareholders
 Retail investors can be offered shares at a discount to the price offered to other
investor categories (Max discount can be 10%)

 FACTORS DETERMINING PRICE:

• Financials of the Company – Net worth, EPS, profit margin.
• Industry P/E Ratio.
• Standing of the Company in the relevant industry
• Future prospect of the Industry as well as the Company
• Background of the promoters

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 ICDR ……Regulation 32-48
Reg32-40 – deals with Minimum Promoter’s Contribution,
Lock-in
• Minimum of 20% of the post issue capital of the Company for unlisted companies; for listed
companies, either to extent of 20% in issue or to ensure post issue holding of 20%
• Following shares are ineligible for the computation of Promoter’scontribution
Promoter’s
Contribution – Issued in last one year at a price lower than issue price, unless topped up
– Issued in last three years out of bonus issue or revaluation reserve for consideration other
than cash

• For Promoters:
– Lock-in for a period of 3 years from the date of allotment or from the date of commencement
of commercial production, whichever is later
Lock-in period • Balance pre-issue capital, other than held by Indian and Foreign Venture Funds (registeredwith
SEBI) and shares held for at least one year and being offered for sale in the issue
– Must be locked-in for a period of 1 year from the date of allotment

• In case of public issue of securities by a company which has been listed on a stock exchange
for at least 3 years and has a track record of dividend payment for at least 3 immediately
preceding years.
Exemption
• In case of companies where no identifiablepromoter or promoter group exists.
• In case of rights issues.

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 Corporate Governance Requirements (As per SEBI the requirements of
clause 49 is applicable to all the companies seeking listing first time)
• Optimum number of executive and non executive directors with at least 50% being non-
Composition executive. If the chairman, has executive powers then 50% of Board comprises of
of the Board Independent directors. While if chairman has non-executive powers then 1/3 of the Board
comprises of Independent directors.

• Mandatory constitution of Audit Committee with minimum three directors and headed by an
Audit Independent director.
Committee • All members shall be financially literate (should be able to understand financial statements)
and at least one member should have accounting and financial management expertise.
• Shareholder/Investor Grievances Committee to be formed under the chairmanship of a non
Investor
executive director to look into the redressing of shareholder and investor complaints like
Committee
transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends
• At least one director on the Board of the holding company shall be a director on the Board of
a material non listed Indian subsidiary Company
Subsidiary - Material non-listed subsidiary means a subsidiary whose turnover or net worth exceeds
Company 20% of the consolidated turnover or net worth in the preceding accounting year
• Audit committee of the listed holding company shall also review the financial statements, in
particular, the investments by the unlisted subsidiary Company

Report on • A separate section on Corporate Governance to be included in the Annual Reports with
Corp. disclosures on compliance of mandatory and non-mandatory requirements
Governance • Submission of quarterly compliance report to the stock exchanges

• CEO/CFO to certify the financial statements and cash flow statements

CEO/CFO
Certification
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10
 Intermediaries and their Roles
Party Key Responsibility Appointment

• Overall Co-ordination
• Conduct due diligence and finalize disclosure in Offer Document
Lead Managers • Assist the legal counsel in drafting of Offer Document Upfront

• Interface / ensure compliance protocol with SEBI / NSE / BSE

• Legal Due Diligence

Domestic & • Drafting the offer document
International • Guidance on any other incidental legal matters Upfront
Legal Counsels
• Assistance in complying with requirement for selling in international
geographies

• Reviewing and auditing financials and preparing financial statementsfor

inclusion in the Offer Document
Existing
Auditors • Verify/audit various financial and other data used in the Offer document and Auditors
provide Comfort Letter

• Co-ordination with the Issuer and Bankers regarding collections,

4 weeks
reconciliation, refunds etc
before filing
Registrars • Securing allocation approval from Stock Exchanges DRHP with
• Post issue co-ordination collation and reconciliation of information SEBI
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 • Provides IPO Grading 2 weeks before
IPO Grading filing RHP with
Agency ROC

• Tripartite Agreement
After
• Dematerialization of Company’s shares
Depository Appointment of
(NSDL, CDSL) • Demat transfer of Shares Registrar
• Credit of Shares to Allottees

• Bulk printing of the Red Herring Prospectus Bid Forms, final Prospectus,
CAN, Refund orders etc. Before Filing
Printers DRHP with SEBI
• Ensure timely dispatch and distribution of stationery to all centers

• Preparing and getting published all statutory notices Before Filing

Advertisers • Creating all advertisement materials DRHP with SEBI

• Acting as collecting agents

Escrow
• Escrow Account & Refund account Before Filing
Collections Banks
RHP with ROC
& Bankers ot the
Issue

• To receive bids and block bid amount in the investor’s bank account
based on applications submitted;
Self Certified • To provide FC on account transfer/ unblock funds post finalization of basis Approved by
Syndicate Bank of allotment, SEBI
(SCSB) • To address investor grievances on account of ASBA bids

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Various Legal Agreements
undertaken by the Issuer Company
Agreements Parties to the Agreement Purpose of Agreements

Engagement Company and individually with Engaging the intermediaries for the
Letter Investment Bankers, Counsels to the Services
Company, Auditors, Registrar and
other intermediaries
Lays down the roles, responsibilities,
BRLM MoU Company and BRLMs reps of BRLM and Company
Registrar MoU Company and Registrar Lays down the roles, responsibilities of
the Registrar

Escrow Company, BRLMs, Syndicate Members, Lays down the process for receipt of
Agreement Registrar and Escrow Bankers to the Issue proceeds and release of funds
Issue to the Company

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Various Legal Agreements (Cont..)
Agreements Parties to the Agreement Purpose of Agreements

Syndicate Company, BRLMs and Syndicate Lays down the process of marketing
Agreement Members and handling the forms

Underwriting Company and the Underwriters (BRLM Lays down the terms of Underwriting
Agreement and Syndicate members) and the extent of underwriting

Tripartite Company, NSDL and CDSL Lays down the provisions of NSDL /
Agreement CDSL acting as the Depositories of
with the Company
Depository
Listing Company and Stock Exchanges Binds the Company to the requirements
Agreement of the Listing rules of the Stock
Exchanges

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 Disclosures in the Offer Document
• Shareholding Pattern (pre-issue and post-issue)
• Securities Premium Account (pre-issue and post-issue)
Capital Structure • Holding of the promoter and promoter group
• Disclosure about ESOPs if any

• Total requirements of funds

• Means of Financing
– Undertaking by the issuer company confirming firm arrangements of finance through
Objects of the verifiable means towards 75% of the stated means of finance (excluding proposed
Issue IPO)
• Details about the appraisal of the project
• Interim use of funds

• Description about the Industry in which the Company operates

Business
• Detailed description about the business of the Company

• Risks related to the Company

Risk Factors
• External Risk Factors

Company • Details about the Board of Directors and various committees

Management • Details about key management persons

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 Disclosures in the Offer Document (Cont’d)
• Auditors Report to have five year restated financials for the
– Issuer Company, and
– All Subsidiaries of the Issuer Company or Consolidated Financials of the Issuer
Financial Company
Disclosures • Audited financials presented should not be more than six months old at the time of filing
DRHP with SEBI and must be updated to be not more than six months old on the date
of filing the prospectus with the ROC
• All financials should be presented based on Indian GAAP

• Detailed discussion on performance for the past 3 years

MD&A • Capital Expenditure
• Cash Flow and Liquidity

• All pending litigations in which the Company/Promoters / Promoter Group / Directors /

Group companies are involved.
– Both, litigations filed by or against the Company/Promoters / Promoter Group /
Directors / Group companies
Litigations and • Outstanding litigations, defaults, etc., pertaining to matters likely to affect operations
Defaults and finances of the company.
• The pending proceedings initiated for economic offences against the directors, the
promoters, companies and firms promoted by the promoters indicating their present
status.

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Key Internal Approvals from Board
and Shareholders
 Board Meeting for the IPO including taking on record a potential
offer for sale through the IPO process and setting up an IPO
Committee
 Approval/ authorization for Offer for Sale by Selling
Shareholder(s)
 Call for a Shareholders meeting to approve the following
— Fresh issue of shares under Section 81 (1A) of the Companies
Act (including reservations, Greenshoe etc.)
— ESOP/ ESPS, if any
— Increase in authorised capital, if any
— Amendment in the Articles of Association of the Company

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Key Internal Approvals from Board
and Shareholders
 „ Appointment of intermediaries by the Board/ IPOCommittee
— BRLMs/ Syndicate Members/ Stabilisation Agent
— Domestic and International Legal Counsel
— Registrars to the Issue
— Advertising and PR Agency
— Printers
— Escrow Collection Bank to the Issue
— IPO Grading agency
— Monitoring agency, if applicable
„

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Key Internal Approvals from Board
and Shareholders
 Declarations/ Undertakings enclosed with the filing of the DRHP
with SEBI
—That the complaints received in respect of this Issue shall be
attended to by the Company expeditiously and
satisfactorily. The Company to appoint a Compliance Officer and
authorize the Compliance Officer and the Registrar to
the Issue to redress complaints, if any, of the investors;
—That all steps will be taken for the completion of the necessary
formalities for listing and commencement of trading at all
the stock exchanges where the Equity Shares are proposed to be
listed within 6 working days from the issue closure „

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Key Internal Approvals from Board
and Shareholders
 Declarations/ Undertakings enclosed with the filing of the DRHP
with SEBI (cont’d.)
— Confirmation that adequate funds will be made available to the
Registrars to the Issue for refunds
— That the refund orders or Allotment advice to all the successful
Bidders shall be dispatched within specified time
— That no further offer of Equity Shares shall be made till the Equity
Shares offered through the RHP are listed or until the Bid monies
are refunded on account of non-listing, under-subscription etc.
— Declaration that the transactions of shares between Promoters
and Promoter Group would be disclosed to SEBI
— Undertaking that the Equity Shares being sold pursuant to the
Offer for Sale are free and clear of any liens or encumbrances,
and shall be transferred to the successful Bidders within the
specified time
— Undertaking regarding utilization of issue proceeds.

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Key Internal Approvals from Board
and Shareholders
 Approve the offer documents at various stages (and all directors
to sign the offer document individually).
— DRHP prior to filing with SEBI
— RHP prior to filing with RoC
— Final Prospectus prior to filing with RoC
— Changes in RHP and Prospectus directed by RoC to be initialled
— Public notices, if any, amending the RHP or the Prospectus

 Finalize the Price Band at least two working days prior to Issue
opening

 Post Issue Decisions and Actions along with the Company

— Finalization of Issue Price based on demand
— Approve the basis of allotment as finalized in consultation with the
Designated Stock Exchange and allot shares
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IPO Grading Process
IPO grading is a service aimed at facilitating the assessment of equity
issues offered to public and is mandatory as per SEBI Regulations

 Aimed at providing an independent assessment of fundamentals to aid

comparative assessment
 Intended to serve as an Information and Investment tool for investors
 IPO grading does not take cognizance of the price of the security. It is
not an investment recommendation

 The Issuer must first contact one of the grading agencies and mandate it
for the grading exercise. The agency would then follow the process
outlined below :
• Seek information required for the grading from the Issuer
• On receipt of required information, have discussions with the company’s
management and visit the company’s operating locations, if required
• Meetings with the promoters and independent directors separately
• Prepare an analytical assessment report

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Investment Bank and underwriting in
an IPO
If the public issue of securities is a large offer, an
Investment bank is usually involved. Investment
banks act as the intermediary between the issuing
firm and the general public.
Principal responsibilities of an investment bank in
an IPO are as follows :
issue management services like
Pricing the securities
Designing the method to be used to issue the securities
Selling the securities
Ensuring the required compliance with the regulator
Underwriting services

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Underwriting

Underwriting is an important service

provided by the Investment bank.
process whereby the investment banker gives an assurance
to the issuing company that they will be able to raise the
desired amount from the public and the short fall if any, will
be taken by them.
Choosing an underwriter :
A firm can offer its securities to the highest bidding
underwriter on a competitive basis, or
it can negotiate directly with an underwriter.
Except for a few cases, firms usually do new issues of equity
( or debt also) on a negotiated offer basis.

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Underwriting…contd..

Two types of underwriting are involved in

cash offer:
Firm commitment underwriting : the issuer issues the entire issue to the
underwriter and the underwriter then re sales the issue to the public at
a slightly higher price and the difference or ‘spread’ accounts for the fee
of the underwriter for the service provided and the risks taken.

Best efforts underwriting : the underwriter commits only ‘best efforts’

to sell the securities at the agreed upon offer price. Beyond this the
underwriter does not guarantee any particular amount of money to be
raised. These issues often incorporate an ‘all or none’ clause : either all
the shares are sold or the deal is called off.

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 Other Principal agents in an IPO…
contd..
2)Attorneys :
Conducting an IPO requires a team of attorneys to deal with the many complex
regulations for compliance
They help amend the articles of incorporation and bylaws and advise on what the
company can and cannot say to the public.
3)Transfer Agents/registrars:
Their role is to maintain shareholder information. For example they will hold the
name, address, number of shares purchased and other details for each
shareholder.
They will also handle the delivery of the stock to each shareholder during the IPO
and even afterwards in the secondary market transactions.
The registrar on the other hand ensures that a correct number of shares are
exchanged when there is a buy sell transaction. They will also keep records of all
shares destroyed/cancelled or lost.
In most cases the firms hire a single agent ,typically a bank to act both as a registrar
and a transfer agent.

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Mechanics of an IPO
1)Underwriters and syndicate:
Many IPOs usually large IPOs involve commitment of
so much effort and fund that the underwriters usually form
groups or syndicates.
The primary I –bank that is responsible for managing the
deal is called the lead manager and the other banks are
members of the syndicate each responsible for certain
amount to be raised
2) Registration statement and Red Herring Prospectus :
Once the syndicate composition is finalised, the syndicate
helps the formulation of a ‘registration statement’ with help
from the issuing firm. It is a legal document that is supposed
to provide financial and other relevant information for the
prospective investors.
The firm needs to ‘file’ or submit the statement with the
regulator ( SEBI) Part of the registration statement is called
the ‘preliminary’ or ‘red herring’ prospectus which circulates
to the investors before the stock is offered.
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Mechanics of an IPO…contd..

3)The regulator evaluates the registration

statement to make sure that the company has
disclosed all of the information necessary for
investors to decide whether to purchase the stock
and provide clearance for the issue
( May give some recommendations).

4)Final Prospectus : The issuing firm and the

syndicate prepares the final prospectus
incorporating recommendations of the regulator,
containing all the details of the issue, including the
number of shares offered and the offer price.
Issue Opens
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IPO Grading Process
 Present the analysis to a committee comprising senior executives of the
concerned grading agency. This committee would discuss all relevant
issues and assign a grade
 Review SEBI observations and update their report if required.
 Communicate the grade to the company along with an assessment
report outlining the rationale for the grade assigned
 Though this process will ideally require 2 – 3 weeks for completion, our
initial interaction with Credit Rating Agencies indicates that it may be a
good idea for Issuers to initiate the grading process about 6 – 8 weeks
before the targeted IPO date to provide sufficient time for any
 contingencies
 IPO Grading is required prior to marketing of the IPO and needs to be
disclosed in the RHP and Prospectus
 The Credit Rating Agencies have to forward the names and details of
IPOs graded by them on a monthly basis to SEBI / Stock Exchanges for
uploading on their website for public information

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 Mechanics of an IPO…contd..

Green shoe option

many underwriting contracts contain a ‘Greenshoe option’
sometimes also called the ‘over allotment option’, which gives
the members of the underwriting group the option to purchase
additional shares from the issuer at the agreed price and allocate
( in case of oversubscription).
Name Greenshoe is derived from the name of the Green Shoe
Manufacturing Company, which in 1963, was the first issuer that
granted such an option.
Particularly useful if the market sentiments are not very high and
the issuer and the syndicate are skeptical about raising the
entire desired amount at one go. ( If less than 90% is subscribed
then issue fails and money needs to be refunded --- which is
extremely costly for the company).
Acts as stabilizing Agent
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Fixed Price Issues
 Offer Price: Price at which the securities are offered
and would be allotted is made known in advance to
the investors

 Demand : Demand for the securities offered is known

only after the closure of the issue

 Payment :100 % advance payment is required to be

made by the investors at the time of application.

 Reservation: 35 % of the shares offered are reserved

for applications below Rs. 2 lakh and the balance for
higher amount applications.

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Book Building Issues
 Offer Price: A 20 % price band is offered by the issuer
within which investors are allowed to bid and the final price
is determined by the issuer only after closure of the
bidding.

 Demand :Demand for the securities offered , and at various

prices, is available on a real time basis on the BSE/NSE
website during the bidding period

 Payment :50 % advance payment is required to be made

by the QIBs along with the application, while other
categories of investors have to pay 100 % advance along
with the application.

 Reservations : 50 % of shares offered are reserved for

QIBS, 35 % for small investors and the balance for all other
investors.

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Book Building Process:
 The Issuer who is planning an offer nominates lead merchant
banker(s) as 'book runners'.
 The Issuer specifies the number of securities to be issued and the price
band for the bids.
 The Issuer also appoints syndicate members with whom orders are to
be placed by the investors.
 The syndicate members input the orders into an 'electronic book'. This
process is called 'bidding' and is similar to open auction.
 The book normally remains open for a period of 5 days.
 Bids have to be entered within the specified price band.
 Bids can be revised by the bidders before the book closes.
 On the close of the book building period, the book runners evaluate the
bids on the basis of the demand at various price levels.
 The book runners and the Issuer decide the final price at which the
securities shall be issued.
 Generally, the number of shares are fixed, the issue size gets frozen
based on the final price per share.
 Allocation of securities is made to the successful bidders. The rest get
refund orders.

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Mechanics of an IPO…contd..

Lock up Period :
When a firm goes for an IPO there is usually a lock
up period, which specify how long insiders must
wait after an IPO before they can sell some or all
of their stock.
This is to prevent a single large inside shareholder
trying to unload all of his holdings in the first few
weeks of trading which could send the stock
downward, to the detriment of all shareholders.
Typically between 90 to 180 days.

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Pricing of an IPO

The underwriters work closely with the company to

come up with a price range that they believe
provides a reasonable valuation for the firm.
Two ways to estimate the value of the company:

 Estimate the future cash flows and compute the present

value
 Estimate the value by examining comparable companies
Most underwriters use both techniques , however when the
estimates are substantially different, the comparable
method is often relied upon.

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 Pricing of an IPO…contd..
Valuation of an IPO using comparables :
Example : XYZ Inc. is a private company that designs,
manufactures, and distributes branded consumer products.
During the most recent fiscal year, XYZ had revenues of
$325 million and earnings of $15 million. Before the stock is
offered XYZ’s I-banks would like to estimate the value of the
company using comparable companies. They have
assembled the following information about some of the
comparables in the same industry that have recently gone
public:

Company Price/Earnings Price/revenues

1. Ray Products 18.8 X 1.2 X
2. Byce Frasier 19.5 X 0.9 X
3. Fashion industries 24.1 X 0.8 X
4. Recreation Inc. 22.4 X 0.7 X
Mean 21.2 X 0.9 X
After the IPO XYZ will have 20 million shares outstanding.
Estimate the IPO price for XYZ company using the
Price/earnings ratio and the price/revenues ratio of the 36
comparables
 Pricing of an IPO…contd..

Example…. Contd..
If the IPO is based on Price earnings ratio of the recent IPOs of
the comparable then its ratio should equal the mean or 21.2.
Given its earnings is $15 million, market value of its IPO should
be 21.2 x 15 = $318 million i.e price per share should be 318/20
= $15.9
Similarly for the price/revenue ratio, the market value of IPO
should be 0.9 x 325 = $292.5 million i.e price per share =
292.5/20= $14.63
Based on these estimates the underwriters may probably
establish an initial price range of the stock from $14 to $16 to
take on the road show. 37
Pricing of an IPO…contd..
After the initial price range is fixed by valuation exercises the I-banks
and the issuing firm may then agree to allocate the IPO in two ways :
‘fixed price’ mechanism or
the ‘book building ‘ method.
A) Fixed Price IPO:
In a fixed price IPO, the issue price and the total capital to be raised is
fixed and intimated to the investor prior to the subscription.
In a fixed price IPO there is generally a tendency to under price the
shares to ensure full subscription. ( except when the company and the
investment bank are extremely confident)
If the issue is not fully subscribed , and if there is an ‘underwriting
agreement’ in place ( which is almost always the case), then the
underwriting syndicate make good the deficit. The fear of such
occurrence also adds to the tendency of under pricing.
Fixed price IPO would give a notice like this :

“ Public issue of 10,000,000 equity shares of Rs 10 par value at a

price of Rs.24( premium of Rs.14) each, aggregating Rs. 2400
million”
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 Pricing of an IPO…contd..
B) Book Building Mechanism:
The problem of under pricing in a fixed price IPO is addressed in the
‘book building’ process which helps in a better price and demand
discovery for the shares.
In this process the issuer indicates the number of shares that they
are willing to issue ,but the price is not mentioned. Only a band of
price or a floor price is mentioned. The firm gives a notice like this
:

“ Public issue of say 72,000,000 equity shares of Rs 10

par value at a price of [ *] each, aggregating Rs [ *]
million.”
As the issue opens bids are collected by the investment bankers
running the book from the investors at various prices , which may
be above or equal to the floor price or within the price band
indicated by the company.
Example : 39
Pricing of an IPO…contd..
Book building .. Contd..

Order Book
Bid Price( per share) No of shares bid Cumulative no of shares
501 200 200
400 2,000 2,200
250 7,900 10,100
200 46,500 56,600
150 607,400 664,000
140 856,100 1,502,300
135 2,548,700 4,051,000
130 31,929,600 35,980,600
125 45,486,400 81,467,000
120 10,958,700 92,425,700
115 6,101,500 98,527,200 40
 Pricing of an IPO…contd..
Book building .. Contd..

As the bid price falls to Rs. 125,the cumulative number

of shares bid exceed the 72,000,000.
Thus Rs.125 becomes the cut off price for the IPO, so
that finally all the bidders actually pay the price bid by
the last bidder i.e Rs. 125 per share.
However at Rs. 125 the total demand is for 81,467,000
shares . If the company intends to issue exactly
72,000,000 shares then it will allocate the shares
proportionally, and bidders will roughly get 88 shares
for every 100 shares they bid for.
Or the company may be having a “ green shoe option”
( the option to take the over subscribed portion of the
capital) to allocate additional shares to the interested
investors. 41
 Cost of Issuing Equity

Direct expenses like

Spread or fees of the underwriter
filing fees, legal fees etc.
Indirect expenses like
cost of management time spent working on the new issue
Underpricing : deliberate underpricing by the underwriter or the
firm itself to ensure full subscription
Together they are known as ‘floatation costs’ and
expressed as a percentage of the issue size. If the
targeted fund to be raised is 100 crore and floatation
costs account upto 2% ,
then the actual money to be raised
= (100/98)*100 crores.(102.05 crores)
42
 LISTING WITH BSE
In respect of Large Cap Companies with a minimum issue size
of Rs. 10 crores and market capitalization of not less than Rs.
25 crores.
 The minimum post-issue paid-up capital of the applicant
company (hereinafter referred to as "the Company") shall be
Rs. 3 crores; and

 The minimum issue size shall be Rs. 10 crores; and

 The minimum market capitalization of the Company shall be

Rs. 25 crores (market capitalization shall be calculated by
multiplying the post- issue paid-up number of equity shares
with the issue price).
43
 LISTING WITH BSE

B. In respect of Small Cap Companies other than a large cap company.

 The minimum post-issue paid-up capital of the Company shall be Rs. 3
crores; and
 The minimum issue size shall be Rs. 3 crores; and
 The minimum market capitalization of the Company shall be Rs. 5 crores
(market capitalization shall be calculated by multiplying the post-issue paid-
up number of equity shares with the issue price); and
 The minimum income/turnover of the Company should be Rs. 3 crores in
each of the preceding three 12-months period; and
 The minimum number of public shareholders after the issue shall be 1000.
 A due diligence study may be conducted by an independent team of
Chartered Accountants or Merchant Bankers appointed by the Exchange,
the cost of which will be borne by the company. The requirement of a due
diligence study may be waived if a financial institution or a scheduled
commercial bank has appraised the project in the preceding 12 months.

44
 IPO Process – Book Built Issue
Decision to go for Funds transferred
IPO to issuer

Appointment of
BRLM and legal Listing
counsel
Issuer

RoC filing of final

Due diligence
Prospectus

Drafting of Draft
Pricing & Allocation
Red Herring

Filing with SEBI & SEBI Clearance Roadshows

Stock Exchanges Pre-Marketing Book building
& ROC Filing

Marketing and Estimation of Price Range

Preparation / Launch & Completion
Approvals 45
46
 Execution Process Timeline

Activity IPOProcess-23 weeks

PreparationPhase 2weeks

DueDiligence 4-5weeks
1
FilingofDraftDocument
week
SebiObservation 4-8weeks

Finalization&filing ofoffer Document 2-3weeks

Min.3
IssuePeriod
Days
PostIssueActivities 2-3weeks

47
Fast Track Issue
 The equity shares of the issuer have been listed on any
recognized stock exchange having nationwide trading
terminals for a period of at least three years immediately
preceding the reference date;

 The average market capitalization of public shareholding of

the issuer is at least 5000 crore rupees;

 The annualised trading turnover of the equity shares of the

issuer during 6 calendar months immediately preceding the
month of the reference date has been at least 2%. of the
weighted average number of equity shares listed during
such 6 months’ period;

 The issuer has redressed at least 95% of the complaints

received from the investors till the end of the quarter
immediately preceding the month of the reference date;

48
Fast Track Issue (Cont..)
 The issuer has been in compliance with the equity listing
agreement for a period of at least 3 years immediately
preceding the reference date

 The impact of auditors’ qualifications, if any, on the audited

accounts of the issuer in respect of those financial years for
which such accounts are disclosed in the offer document
does not exceed 5%. of the net profit or loss after tax of
the issuer for the respective years;

 No show-cause notices have been issued or prosecution

proceedings initiated or pending against the issuer or its
promoters or whole time directors as on the reference date;

 The entire shareholding of the promoter group of the issuer

is held in dematerialized form on the reference date.

49
IPOs - Special issues
 Employee reservation is now capped at up to 5% of the post issue
capital instead of 10% of issue size (as under the DIP Guidelines),
application size for and value of allotment to an employee under
employee reservation capped at Rs 2 lakh, retail discounts to
employees in the reservation portion also limited to application size Rs
2 lakh
 ASBA Process introduced on July 30, 2008 as an alternate mode of
payment for Retail Individual Investors expanded in 2009 to all
categories of bidders excluding QIB
 Pre Ipo Allotment/Transfer: Under ICDR regulations capital
structure must be frozen at DRHP stage and details of any pre IPO
allotments/transfers must be disclosed.
 The ICDR Regulations introduced the concept of anchor investors
in 2009 allowing up to 30% allocation at price equal to or above issue
price to QIBs buyers applying for shares of a minimum value of Rs 10
crore in a book built public issue

50
 Qualified Institutional Buyers -QIBs
QIBs are those institutional investors who are generally perceived to
possess expertise and the financial muscle to evaluate and invest in the
capital markets. In terms of DIP Guidelines, a ‘Qualified Institutional
Buyer’ shall mean:
•Scheduled commercial banks;
•Mutual funds;
•Foreign institutional investor registered with SEBI;
•Multilateral and bilateral development financial institutions;
•Venture capital funds registered with SEBI.
•Foreign Venture capital investors registered with SEBI.
•State Industrial Development Corporations.
•Insurance Companies registered with the IRDA.
•Provident Funds with minimum corpus of Rs.25 crores
•Pension Funds with minimum corpus of Rs. 25 crores
•Public financial institution as defined in Companies Act, 2013
51
Anchor Investor (AI)

To make the issue acceptable & Generate confidence

in the market, up to 30% of QIB portion can be
allotted to AI.
 It is allotted prior to public offering
 To be disclosed to the market at what price it was offered
 Have to pay an upfront margin of 25% on application
 Remaining before two days of issue closure for public
 Have to hold the shares for at least one month from closure

52
 Alternative Investment Fund(AIFs)

AIFs are funds established or incorporated in India

for the purpose of pooling capital by Indian & Foreign investors
for pre –determined Investing.
The rule apply to all AIFs, including those operating
as Private Equity fund (PEs),Real Estate Funds and Hedge Funds.
The minimum ticket size for investing in AIFs is Rs1 crore.
Individuals with annual income of Rs 50 lakhs are allowed
to invest in these vehicles.
AIFs attract 10% long-term capital gains tax on transfer of shares of
private limited companies.
 What are AIFs?
These are classified under three categories:
CATEGORY –I
Are those funds that get incentives from the Government, SEBI or
other Regulators like infrastructure funds, SME funds etc.

CATEGORY – II
Are those that can invest anywhere in any combination
but are prohibited from raising debt, except for meeting their
day-to-day operational requirements.

CATEGORY –III
Are those trading with a view to making short-term returns and
include hedge funds among others.
Since August 2012, 289 AIFs have registered with SEBI
as on End April,2017.