Cmae6 3007 25 3
Cmae6 3007 25 3
Instruments
1.   Equity Shares
2.   Preference Shares
3.   Debentures / Bonds
4.   Mutual Fund Units
5.   Government Securities
6.   Others
    -   Public Issue
    -   Preferential Issue
    -   Rights Issue
    -   Bonus Issue
                  Primary Market -Objectives
                                    New
                                  Projects
                                                 Expansion of
            Up-gradation        Objects             existing
                                of Issue           projects/
                                                 modernization
Diversification
Issues
                                                                            Preferential            Qualified
               IPO                                FPO                          Issue              Institutional
                                                                                                   Placement
Fresh Issues         Offer for sale    Fresh Issues        Offer for sale
                     IPO
• Initial Public Offering (IPO) refers to the
  process where private companies sell their
  shares to the public to raise equity capital
  from the public investors.
• The process of IPO transforms a privately-held
  company into a public company.
• This process also creates an opportunity for
  smart investors to earn a handsome return on
  their investments.
                  Types of IPO
•   There are two common types of IPO.
•   They are-
•   (1) Fixed Price Offering (FV Rs.10)
•   Yes. Rs.50 per share
•   (2) Book Building Offering
    – Price band (Rs.100 to Rs.120)
•
    Under Subscription and Over
           Subscription
• Under Subscription takes place when the
  number of securities applied for is less than
  the number of shares made available to the
  public.
• Oversubscription is when the number of
  shares offered to the public is less than the
  number of shares applied for.
      Follow-on public offer (FPO)
• A follow-on public offer is the issuance of shares
  after the company is listed on a stock exchange.
• An FPO is done to raise additional capital or to
  reduce existing debt.
                        IPO Vs FPO
S.No.   Particulars     IPO                         FPO
    Issuer files an Offer Document in prescribed format with Securities and Exchange Board of
    India (SEBI), Stock Exchanges and the Registrar of Companies (ROC) for listing on the
                                          stock exchanges
    After complying with all observations, issuer can open the offer inviting general public to
                        invest in the IPO subject to stipulated timelines
     Post successful completion of the Offer the shares of the company are traded on the
                       stock exchange(s) where the shares are listed.
                     IPO: Case Study
Bharti Hexacom IPO Timeline
                                 ONLINE MODE
                 -    Application Supported by Blocked Amount.
    ASBA         -    Facility provided by Self Certified Syndicate Banks (SCSBs)
                 -    Full Bid Amount blocked in the bank account of the bidder.
                                OFFLINE MODE
                 -    To open a Demat Account first.
 Filled Form     -    Investors may obtain Application Form from Stock Broker/ Sponsor
                      Bank/ Exchange Website.
                 -    Form submitted to Stock Broker/ Sponsor Bank.
                 Information in Offer Document
     About the Company:
                                                                               Financials
                                     Management and Promoter
 - Business: Company’s business             Section
      model, strategies and                                                - Company's income
manufactured products/ process/
             services.                                                statement and balance sheet.
                                        - Background and the
- History and Corporate Matters:     experience of the company’s      - Understand company’s past
  Material events taken place in         management team.               performance and growth
  company’s history and other                                                  potential.
        corporate matters
                                                       Minutes of the
                         ROC Filings made by
                                                   meetings of the Board /
Research Reports         the Company since
                                                    Shareholders of the
                             Inception;
                                                      issuer company
                            Collaboration
Industry Reports;       Agreements/Sharehold            Credit Ratings;
                           ers Agreements
                Third Party
                                       Techno Economic
          Reports/certification on
                                      Viability Reports etc.
                 project;
      Price Discovery of Shares in a Public
                    Offering
                    Mode of Price
Type of Issue
                     Discovery
                      Fixed Price
                         issue
    IPO
                    Book Building      More
                       Issue           common
                                       mode of IPO
               Price Discovery of Shares in a Public
                    Offering - Fixed price issue
                                  Fixed price issue:
Price at which the securities are offered and will be allocated is fixed by Company along with Merchant
                                                  banker
 Fixed price is printed in the Offer Document, usually along with reasoning behind the price at which
                                          shares are offered.
Demand for the securities offered is known only after the closure of the issue.
  50% of the shares offered are reserved for applications below Rs. 2 lakh and the balance for higher
                                        amount applications.
              Book Building
• The book building is basically an auction of
  shares.
• Book building essentially means that the
  ‘book is being built.’
• This helps the investor to know the market
   price.
• It offers investors the opportunity to bid
   collectively.
• It then uses the bids to arrive at a consensus
   price.
          Price Discovery of Shares in a Public
                        Offering
                               Book Built Issue:
                                                    Investors must
                                                       specify:
                Issuance Price
              discovered on the                   - Number of shares
             basis of demand at                    they want to buy.
             various price levels                   - Price they are
             (within Price band)                   willing to pay per
                                                   share (within the
                                                      price band).
                   Price Discovery of Shares in a Public
                                 Offering
                                  Stages in Book Building:
           Company who is planning an IPO appoints the Lead Merchant banker(s) as “Book Runner”.
 Investors give their bids for these shares to “Syndicate Members”. Bids have to be entered within the specified
                            price band. Investor can revise a bid before the book closes.
Syndicate members input the orders into an “Electronic Book” through process called “Bidding”.
Book normally remains open for a period of 5 days or as prescribed by the regulations
On closure of the book building period, the Book Runner evaluates the bids on the basis of the demand at various
                                                  price levels.
Book runners and the issuing Company decide the final price at which the securities shall be issued.
Finally allocation of securities is made to the successful bidders. Money gets unblocked in bank accounts of rest of
                                                     the bidders.
                     Price Discovery of Shares in a Public
                                   Offering
Illustration of Book Building issue:
      ➢ Price band = Rs. 20.00 (Floor Price) to Rs. 24.00 (Cap Price) per share
      ➢ Total available shares (issue size) = 3,000 shares.
      ➢ Company received five bids from bidders as mentioned below:
   Bid Quantity   Bid Price (Rs.)   Cumulative Bid Quantity           Subscription
   500            24                500                               16.67%
   1,000          23                1,500                             50.00%
   1,500          22                3,000                             100.00%
   2,000          21                5,000                             166.67%
   2,500          20                7,500                             250.00%
     ➢ Highest price at which the issuer is able to issue the entire size of 3000 shares is the price
       at which the “book cuts off” = Rs. 22.00.
     ➢ The issuer, in consultation with the Book Running Lead Manager will finalize the issue price
       at or below such cut-off price, i.e., at or below Rs.22.00.
     ➢ Valid Bids: All bids at or above this issue price and cut-off bids (allowed for retail
       investors only) and they are considered for allocation in the respective categories.
                Book Building v/s. Fixed Price Issue
Demand          -   Known only after the closure of -     Demand can be known everyday as the
                    the Issue.                            book is built.
                Process Flow : Fixed Price Method
                                                                Receipt of In-
 Issuer Appoints
                                         Lead Manager files   Principle Approval
SEBI Registered
                                          Draft Prospectus        from Stock
   Intermediary       Due Diligence
                                          with SEBI/Stock      Exchange and
except Syndicate
                                             Exchange         observations from
     Member
                                                                     SEBI
                                                               Applicant submits
                                                              application form to
Determination of        Filing of
                                                                Intermediary for
 Issue period &      Prospectus with        Issue Opens
                                                              uploading on Stock
   Issue Price            ROC
                                                                   Exchanges
                                                                    platform
                    Completion of Post
 Issue Closes
                    Issue Compliances
Allotment/Allocation in Book Built Issue
In case an issuer company makes an issue of 100 per cent of the
net offer to public through 100 per cent book building process:
1. Not less than 35 per cent of the net offer to the public shall be
available for allocation to retail individual investors;
2. Not less than 15 per cent of the net offer to the public shall be
available for allocation to non institutional investors i.e.,
investors other than retail individual investors and qualified
institutional buyers;
3. Not more than 50 per cent of the net offer to the public shall
be available for allocation to qualified institutional buyers.
                      IDRs/ADRs
• Indian Depository Receipts (IDRs)
• An IDR is an instrument denominated in Indian rupees in the
  form of a depository receipt against the underlying equity of
  issuing company to enable foreign companies to raise funds
  from the Indian capital market.
• The Companies Act was amended in 2002 to permit foreign
  companies to offer shares in the form of depository receipts
  in India.
      Private Placement Market
• Private placement refers to the direct sale of
  newly issued securities by the issuer to a small
  number of investors through merchant
  bankers. The number of investors can go only
  up to 49.
                Rights Issue
• Incase of rights issues, all shareholders of the
  issuer company as on the record date are
  eligible, provided if he/she/it: (a) is holding
  shares in dematerialized form and has applied
  for entitlements. (b) is not a renounce to the
  issue. (c) applies through a bank account
  maintained with SCSBs
              Retail Investors
• A retail investor is one who can bid in a book-
  built issue or applies for securities for a value
  of not more than ₹ 2,00,000.
                 Anchor Investors
• Anchor investors are qualified institutional buyers that buy a
  large chunk of shares a day before an IPO opens. They help
  arriving at an approximate benchmark price for share sales
  and generate confidence in retail investors.
• An anchor investor shall make an application of a value of at
  least Rs.10 crore in the public issue.
• The Adani Power IPO in July 2009 was the first issue in the
  country to attract investors under the anchor investor
  scheme. The six anchor investors were T Rowe Price, AIC,
  Ecofin, TPG (through CLSA), Legg Mason, and Sundaram MF.
  SKS Micro Finance attracted 36 anchor investor in its IPO issue
  in August 2010.
             Secondary Market
• Concept and importance
• Trading in Secondary Market (Online) (OTC and
  NSE/BSE)
• Trading Methods
• Role of Intermediaries (Brokers and Sub-brokers)
• Stock Exchanges
• Stock Indices (Nifty and Sensex)
  Indian Capital Market - Overview
                 Market Regulator
                 SEBI
Stocks and
Commodities                          Other
                 Depositories
Derivative                           Intermediaries
Exchanges
                                      Stock Brokers,
NSE, BSE, MSE,                        RTAs, Mutual
                 NSDL, CDSL
MCX etc.                              Funds, Investment
                                      Advisors etc.
Stock and Commodity Exchanges
   Commodity Exchanges in India
• NCDEX, or National Commodity and
  Derivatives Exchange of India, primarily deals
  with agricultural commodities such as grains,
  pulses, and spices.
• MCX, or Multi Commodity Exchange of India,
  specializes in various commodities, including
  metals, energy, and agricultural products.
              Stock Exchange
• Equity
  – Cash Segment
  – Derivative Segment (contract based)
  ▪ Debt (G sec,, Bond)
  ▪ Currency Derivatives (Forex market)
  Who are the Investors in Secondary Market?
• Incorporation
• Post Issue Paid Up Capital
• Track Record
• Other Listing Conditions
• Disclosures
                 NSE
• The Issuer should be a company
  incorporated under the Companies Act
  1956 / 2013 in India.
• The post issue paid up capital of the
  company (face value) shall not be more
  than Rs. 25 crore.
  Over The Counter Exchange of India (OTCEI)
 Sign the IBT (Internet based trading) agreement after checking the costs involved and the
                                     facilities provided.
Some Stock Brokers also have 2-Factor verification system where additional OTP also needs
                                    to be entered.
  Check current price and volume details of stock you want to buy/ sell on Market Watch
                          Section of the Stock broker’s terminal.
                 Types of Orders
                    ORDER TYPE
  Limit (L)          - Buy only if price falls to certain level.
➢ Allows investor to check details of the stock that he wants to buy/ sell.