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INITIAL PUBLIC OFFER

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Initial Public Offering (IPO ) is when a company makes either a fresh issue of securities or an offer for sale of its existing securities or both for the first time to the public. This paves way for listing and trading of the issuer’s securities.

A corporate may raise capital in the primary market by way of an initial public offer, rights issue or private placement. An Initial Public offer (IPO) is the selling of securities to the public in the primary market. It is the largest source of funds with long or indefinite maturity for the company.

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The company has to comply with the provisions of the Companies Act , Securities Contracts (Regulation) Act,1956,the Stock Exchanges and the SEBI Act.

Management of the public issue involves coordination of activities and cooperation of a number of agencies such as managers to the issue ,Underwriters , Brokers ,Registrars to the issue, Solicitors/Legal Advisors, Printers Publicity andAdvertising agents, Financial institutions ,Auditors and otherGovernment /Statutory agencies such as Registrar ofCompanies ,Reserve Bank of India, Stock exchanges ,SEBI etc.

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Intermediaries

Many intermediaries are involved in connection with the public issue.Following are the intermediaries who have to be registered with SEBI and must have valid certificate from SEBI to act as an intermediaries: -Merchant Bankers Registrar and Share Transfer Agents Bankers to the Issue Underwriters Stock Brokers and Sub Brokers Depositories

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Merchant Bankers play the most vital role amongst all intermediaries. They assist the company right from preparing prospectus to the listing of securities at the stock exchanges.Merchant Bankers have to satisfy themselves about the correctness and propriety of all the information provided in the prospectus. It is mandatory for them to carry due diligence for all the information provided in the prospectus and they must issue a certificate to this effect to SEBI.A Company may appoint more than one Merchant Banker provided Inter-Se Allocation of Responsibilities between the Merchant Bankers are properly structured.

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Underwriters are those intermediaries who underwrite the securitiesoffered to the public. In case there is under subscription (in short, the company does not receive good response from public and amount received from is less than the issue size), underwriters subscribe to the unsubscribed amount so that the issue is successful.

Registrar & Share Transfer Agents processes all applications received from the public and prepare the basis of allotment. The dispatch of share certificates / refund orders are handled by them.

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Bankers to the Issue are banks which accept application from thepublic on behalf of the company. These applications are then forwarded to Registrar & Share Transfer Agent for further processing.

Stock Brokers & Sub-Brokers are those intermediaries whothrough their contacts / sources invite the public for subscribing shares for which they get commission.

Depositories are the intermediaries who holds securities in dematerialized form on behalf of the shareholders.

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What are the eligibility norms for making these issues ?SEBI has laid down eligibility norms for entities accessingthe primary market through public issues.

There is no eligibility norm for the listed company making a right issue as it is an offer made to existing shareholders who are expected to know their company.

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The main entry norms for the companies making a publicissue (IPO or FPO) are summarized as under : Entry norm I(EN I) :The company shall meet the following requirements: Net Tangible assets of as least Rs 3 crores for full 3 yrs. Distributable profits in at least three yrs. Net worth of at least three yrs. IF change in name , at least 50% revenue for preceding 1 yr should be from the new activity. The issue size does not exceed 5 times the pre-issue net worth

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Entry Norm II (ENII) : Issue shall be through book

building route, with at least 50% to be mandatory allotted to the Qualified Institutional Buyers (QIBs).

The minimum post-issue face value capital shall be Rs 10 crore or there shall be a compulsory market-making for at least 2 yrs.

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Entry Norm III (ENIII): The project is appraised & participated to

the extent of 15% by FIs Scheduled Commercial Banks of which at least 10% comes from the appraiser(s).

The minimum post-issue value capital shall be Rs10 crore or there shall be a compulsory market-making for at least 2 yrs.

In addition to satisfying the aforesaid eligibility norms, the company shall also satisfy the criteria of having at least 1000 prospective allotees in its issue.

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For the companies which has not completed 12 months of its commercial operations.

The 1st issue is to be at parA special resolution is to be passedDraft prospectus should be submitted to SEBI Minimum Public offer for listing is 25% of total paid up capital. Up to max of 75%.

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FAQ’s (FREQUENTLY ASKED QUESTIONS)

1. What is SEBI’s Role in an Issue?

Any company making a public issue or a listed company making a rights issue of value of more than Rs 50 lakhs is required to file a draft offer document with SEBI for its observations. The company can proceed further on the issue only after getting observations from SEBI. The validity period of SEBI’s observation letter is three months only i.e the company has to open its issue within threemonths period.

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2. Does it mean that SEBI recommends an issue?SEBI does not recommend any issue nor does take any responsibilityeither for the financial soundness of any scheme or the project forwhich the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the offer document.

3. How is the Retail Investor defined as?‘Retail individual investor’ means an investor who appliesor bids for securities of or for a value of not more than Rs.50,000.

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4. Who decides the price of an issue?Indian primary market ushered in an era of free pricing in 1992. Following this, the guidelines have provided that the issuer in consultation with Merchant Banker shall decide the price.There is no price formula stipulated by SEBI. SEBI does notplay any role in price fixation. The company and merchant banker are however required to give full disclosures of the parameters which they had considered while deciding the issueprice.

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5. Where can I get a form for applying/ bidding for the shares?The form for applying/bidding of shares is available with all Syndicate members, collection centers, , the brokers to the issue and the bankers to the issue.

6. How long will it take after the issue for the shares to get listed?The listing on the stock exchanges is done within 7 days from the finalization of the issue. Ideally, it would be around 3 weeks after the closure of the issue.

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7. What is the amount of faith that I can lay on the contents of the documents? And whom should I approach if there are any lacunae?The document is prepared by an independent specialized agencycalled Merchant Banker, which is registered with SEBI. They are required to do through due diligence while preparing an offer document. The draft offer document submitted to SEBI is put on website for public comments. In case, you have any information about the issuer or its directors or any other aspect of the issue,which in your view is not factually reflected, you may send yourcomplaint to Lead Manager to the issue or to SEBI, Division of Issues and Listing.