IPO/FPO : Book building process

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IPO/FPO : BOOK BUILDING PROCESS

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FINANCIAL MARKETSThe securities market has two interdependent

and inseparable segments,

•The new issues (primary) market and

•The stock (secondary) market

PRIMARY MARKET

provides the channel for creation and sale

of new securities

Whenever a new company wants to enter the market it

has to first enter the primary market

investors buy securities directly from the company

issuing them

SECONDARY MARKET

deals in securities previously issued

investors trade previously issued

securities without the issuing companies'

involvement

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FUND RAISING OPTIONS

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What is an IPO? • The first sale of stock by a company to the public.

•Process by which a private company can go public by sale of its stocks to general public.

• It could be a new, young company or an old company which decides to be listed on an exchange and hence goes public

• Investors can place requests to buy these shares and once done, the share gets listed in a registered stock exchange.

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What is an FPO?•A Follow on public offering (FPO) is when an already listed company makes either a fresh issue of securities to the public or an offer for sale to the public, through an offer document. An offer for sale in such scenario is allowed only if it is made to satisfy listing or continuous listing obligations.

YEAR NO. OF FPOs

AMOUNT(Rs.crore)2008-09 0 0.00 2009-10 5 21992.98 2010-11 5 13083.89 2011-12 1 4578.20 2013-14 2 7455.96 2014-15 0 0.00

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REASONS FOR IPO•To raise funds for financing capital expenditure needs like expansion diversification etc.

•To finance increased working capital requirement

•As an exit route for existing investors

•For debt financing.

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•Access to Capital

•Stockholder Diversification

•Easier to raise new capital

•Enhances liquidity

•Establishes value for the firm

•Builds Image of the Company

•Signals from the Market

•Other advantages:

•Additional incentive for employees in the form of the companies stocks. This also helps to attract potential employees.

•Window of opportunity.

•It commands better valuation of the company.

•Better situated for making acquisitions.

ADVANTAGES

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LIMITATIONS•Dilution

•Loss of Flexibility

•Accountability

•Public Pressure

•Adverse Selection

•Self dealings

•Inactive market low price

•Control

•Incur additional costs

•Share of profits

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IS GOING PUBLIC RIGHT FOR YOUR COMPANY?

•An attractive product or service, preferably one with a competitive advantage and sufficiently large market

•An experienced management team

• A positive trend of historical financial results

•Favourable financial prospects

•A well-thought-out, focused business plan

•Strong financial, operational, and compliance controls

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INTERMEDIARIES •Merchant Banker•Underwriter•Syndicate Members•Registrar •Bankers to the issue

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Merchant Banker•Merchant banker can work as lead manager, co-lead manager, investment banker, underwriter etc

•LM gets the company shares to the right investors, sets the initial offer price, creates enthusiasm for the stock and creates the prospectus

Pre issue activities:

Due diligence of company’s operations/ management/ business plans/ legal etc

Drafting and design of Offer documents, statutory advertisements

Ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges

Appointment of other intermediaries viz., Registrar, Printers, Advertising Agency and Bankers to the Offer

Marketing of the offer

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Post issue activities:

•Management of escrow accounts

•Dispatch of refunds to bidders

•Demat delivery of shares

BOOK RUNNER:

•The bookrunner is usually the lead manager

•In charge of "keeping the book" which simply means keeping record of who bought shares for how much.

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Underwriter•“Underwriting,” means an agreement with or without conditions to subscribe to the securities of the issuer company when the public investors are not subscribing it.

•It involves a commitment from the underwriter to subscribe to the shares of a particular company to the extent it is under subscribed by the public or existing shareholders of the corporate.

•An underwriter should have a minimum net worth of 20 lakhs and his total obligation at any time should not exceed 20 times his net worth.

•A commission is paid to the writers on the issue price for undertaking the risks of under subscription

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Syndicate Members•Commercial or investment banks responsible for underwriting IPO's

•Co-book runners and sub-write the IPO

•Work as intermediaries for Issuer Company and the buyers of the IPO stocks

•Investors submit their bids for IPO shares through Syndicate Members appointed by the Issuer Company

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Registrar•The registrar provides administrative support to the issue process.

•Each agent is registered with SEBI.

•If the IPO is oversubscribed they provide computerized program for allotment.

•They manage refund orders and allotment letters. ◦ Ensures that crediting of shares to the demat accounts of the applicants is done and the dispatch of

refund orders to those applicable are sent. ◦ They provide the final list of allotees to Lead Manager, ROC and stock exchange.

•The Lead manager coordinates with the Registrar to ensure follow up so that that the flow of all activities is maintained.

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Bankers to the issue•Any scheduled bank registered with SEBI can be appointed as the banker to the issue.

•The main function of banker involves ◦ The bank provides application forms to the investors. ◦ They accept duly filled forms with cheque/ drafts. ◦ They prepare collection reports and transfer funds and applications to the

company/registrar.◦ Transfer funds to Escrow accounts

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SEBI ENTRY NORMS FOR AN IPO Entry Norm I (Profitability Route)

a) Net tangible assets of at least Rs. 3 crore in each of the preceding three full years

b) Distributable profits in at least three out of the preceding five years.

c) Net worth of at least Rs. 1 crore in each of the preceding three full years.

d) If there has been a change in the company’s name, at least 50% of the revenue for preceding one year should be from the new activity denoted by the new name

e) The issue size should not exceed 5 times the pre-issue net worth

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Alternative routes

SEBI has provided the alternative route to the companies not satisfying any of the above conditions, for accessing the primary market, as under:

Entry Norm II (QIB Route)

• Issue shall be through book building route, with at least 50% of net offer to the public to be mandatory allotted to the Qualified Institutional Buyers (QIBs).

• The company shall refund the subscription money if the minimum subscription of QIBs is not attained.

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

OR

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Entry Norm III (EN III): ‘Appraisal Route’.

(a) The “project” is appraised and participated to the extent of 15% by FIs/Scheduled Commercial Banks of which at least 10% comes from the appraiser(s). In addition, at least 10 per cent of the issue size shall be allotted to QIBs, failing which the full subscription monies shall be refunded.

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

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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Exemptions to certain category of entities from the eligibility norms The following categories of entities are eligible for exemption from entry norms:

• Public Sector Banks

• Private Sector Banks

• An infrastructure company ◦ Whose project has been appraised by a Public Financial Institution (PFI) ◦ Not less than 5% of the project cost is financed by any of the PFI

• Rights Issue by a listed company

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A listed issuer making a public issue (Further Public Offer i.e. FPO) is required to satisfy the following requirements:

(a) If the company has changed its name within the last one year, at least 50% revenue for the preceding 1 year should be from the activity suggested by the new name.

(b) The aggregate of the proposed issue and all previous issues made in the same financial year in terms of issue size does not exceed five times its pre-issue net worth as per the audited balance sheet of the preceding financial year.

Any listed company not fulfilling these conditions shall be eligible to make a public issue (i.e. FPO) by complying with QIB Route as specified for IPOs i.e. issue shall be through book building route, with at least 75% to be mandatory allotted to the Qualified Institutional Buyers (QIBs).

Norms for FPO’s

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SEBI’S NEW E-IPO RULES• SEBI approved norms for companies to launch their initial public offerings (IPOs) in an electronic form.

• Will reduce the time taken between the share sale and the listing, enhance the reach of retail investors in the share sale, and reduce costs.

• ASBA will be made mandatory for all categories of investors while applying for an IPO.

• Time period for listing: T+6 compared to T+12 currently

• These will come into effect on 1 January 2016.

• Depository participants and RTAs (registrar and transfer agents) will also be able to accept IPO applications.

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PROMOTER’S CONTRIBUTION• For IPO by unlisted companies (IPO), minimum of 20% of the post issue capital

of the Company

• For FPO by listed companies, either to extent of 20% of the proposed issue size or to the extent of 20% of the post-issue capital.

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LOCK-IN PERIOD• 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

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IPO PROCESSBOD APPROVAL

FILING DRHP WITH SEBI BEFORE 21 DAYS FROM REGISTERING

WITH ROC

APPLICATION WITH STOCK EXCHANGES

AND REGISTERATION WITH ROC

IPO GRADING (INDEPENDENT)

FILING OF RHP WITH SEBI, ROC, STOCK

EXCHANGES

ROADSHOWS

ESTIMATION OF PRICE BANDS

BOOKBUILDING ISSUE TAKES PLACE

ALLOTMENT

FINAL PROSPECTUS

SECONDARY MARKET/ LISTING

WITH STOCK EXCHANGES

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DUE DILIGENCE Due diligence involves a detailed investigation by the company’s advisers into the company and its plans

There are usually three main streams to due diligence: ◦ Legal due diligence◦ Business due diligence◦ Financial due diligence◦ Debts◦ Pending and potential lawsuits◦ Leases◦ Warranties◦ Long-term customer agreements◦ Employment contracts◦ Compensation arrangements◦ Litigations against the Company and/or Promoters

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• The first document filed by companies with SEBI and stock exchanges for approval

• Contains all details about the company but does not include issue specific details like price band, issue size, number of shares being offered etc.

• After reviewing, SEBI communicates their observations to the Company, which the company has to incorporate in the offer document.

• SEBI typically requires a period of 30 days for processing a draft offer document.

DRAFT RED HERRING PROSPECTUS

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• The draft offer document is placed by SEBI on its website for public comments for a period of 21 days.

• Once the merchant bankers clear the comments, they update the document and place it again with SEBI.

• In most cases a second round of public and SEBI comments follows.

• Once the SEBI is satisfied with all answers it issues a clearance card to the bankers.

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IPO PROCESS

BOD APPROVAL

FILING DRHP WITH SEBI BEFORE 21

DAYS FROM REGISTERING WITH

ROC




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IPO GRADING

IPO grading is the grade assigned by a Credit

Rating Agency (CRAs) registered with SEBI

• IPO grade 1 Poor fundamentals‐• IPO grade 2 Below Average ‐ ‐

fundamentals• IPO grade 3 Average fundamentals‐• IPO grade 4 Above average ‐ ‐

fundamentals• IPO grade 5 Strong fundamentals‐

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IPO GRADING•A relative assessment of the fundamentals of that issue in relation to the other listed equity securities in India

•Intended to run parallel to the filing of offer document with SEBI and the consequent issuance of observations

•It is mandatory

•Can the issuer reject an IPO grade?

•Bearing of the cost

•Has been introduced as an endeavor to make additional information available for the investors in order to facilitate their assessment of equity issues offered through an IPO.

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FACTORS CONSIDERED•Business Prospects and Competitive Positioni. Industry Prospectsii. Company Prospects•Financial Position•Management Quality•Corporate Governance Practices•Compliance and Litigation History

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IPO PROCESSBOD

APPROVALFILING DRHP WITH SEBI BEFORE 21 DAYS FROM REGISTERING WITH ROC

APPLICATION WITH STOCK EXCHANGES AND

REGISTERATION WITH ROC


FILING OF RHP WITH SEBI, ROC,

STOCK EXCHANGES

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•Document which is placed with SEBI after clearing all comments received from public and SEBI.

•Significance: The merchant bankers can start advertising the issue.

•The contents of this document, as approved by SEBI can be used as publicity material by merchant bankers to sell shares being offered in the issue.

•It describes the issue (IPO) and the prospects of the company

•You could think of the RHP as the SEBI approved version of the DRHP

•It is called so because it contains a passage in red that states the prospectus is subject to change and no offer can be accepted at this stage.

RED HERRING PROSPECTUS

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IPO PROCESSBOD

APPROVALFILING DRHP WITH SEBI BEFORE 21 DAYS FROM REGISTERING WITH ROC

APPLICATION WITH STOCK EXCHANGES AND

REGISTERATION WITH ROC



STOCK EXCHANGES

ROADSHOWS

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•Management gets to travel all over to meet with investors and market the company

•Research analysts meet with institutional investors 1 on 1 and tell them about the company, and sales teams at banks maintain close contact with investors and figure out what they think – do they like the sector? The company itself? What price will they pay?

•Based on feedback from these meetings and their own internal valuations, banks set a price range for the offering.

ROADSHOWS

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IPO PROCESSBOD

APPROVAL

FILING DRHP WITH SEBI BEFORE 21 DAYS FROM

REGISTERING WITH ROC





STOCK EXCHANGES

ROADSHOWS


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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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Fixed price Issue:◦ Price is decided on the basis of firm’s value and the number of shares it wants

to issue.◦ Many other factors are considered such as demand and interest for the shares

by the investors.◦ Generally share is priced 10% - 20% below its estimated value.◦ This is done to attract institutional investors.

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IPO PROCESSBOD

APPROVAL







STOCK EXCHANGES

ROADSHOWS


BOOKBUILDING

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IPO METHODS

1PUBLIC OFFER

2BOOK BUILDING

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PUBLIC OFFERIssue Type Offer Price Demand Payment Reservations

Fixed Price Issues

Price at which the securities are offered and would be allotted is made known in advance to the investors

Demand for the securities offered is known only after the closure of the issue

100 % advance payment is required to be made by the investors at the time of application.

50 % of the shares offered are reserved for applications below Rs. 1 lakh and the balance for higher amount applications.

Book Building Issues

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 for the securities offered , and at various prices, is available on a real time basis on the BSE website during the bidding period..

10 % 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.

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

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BOOK BUILDING PROCESS•When the price of an issue is discovered on the basis of demand raised from the prospective investors at various price levels, it is called ‘Book built issue’.

•It is a process undertaken by which a demand for the securities built up and the price for the securities is assessed on the basis of the bids obtained for the quantum of securities offered for subscription by the issuer.

•This method provides an opportunity to the market to discover the price for securities.

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THE 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.

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KEY TERMS1 •Open Bookbuilding

2 •Price Band

3 •Cut off Price

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IPO PROCESSBOD

APPROVAL







STOCK EXCHANGES

ROADSHOWS


BOOKBUILDING

ISSUE TAKES PLACE

ALLOTMENT

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ALLOTMENT•Once the issue closes for subscription, the BRLM along with the Issuer Company decide the final Issue Price for the share.

•This price is determined based on the demand levels and the bids made by the investors in all categories.

• The BRLM informs the Issue Price to the Registrar to the Issue who then prepares the ‘Basis of Allotment’

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Retail Investor

applies for stocks for a value of not more than Rs 200,000

total allotment has to be at least 35% of the total issue

also have an option of applying at the cut-off price

Non-Institutional Investor

commonly referred to as high net-worth individuals

applies for stocks for a value of more than Rs 200,000.

total allotment has to be at least 15% of the total issue

Qualified Institutional buyers

institutional investors who posses the expertise and the financial muscle to invest in the securities market.

Mutual funds, financial institutions, scheduled commercial banks, insurance companies, provident funds, state industrial development corporations

Allotted not more than 50% of the total issue

TYPES OF INVESTORS

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BASIS OF ALLOTMENT•All bids at and above the final Issue Price are aggregated under different categories such as firm allotment, QIBs, NIBs and Retail individual investors.

•The ‘Over Subscription’ ratios for each of the categories as against the shares reserved for each category are calculated.

•Within each of the categories, the bids are segregated into different segments based on the number of shares applied for.

•The ‘Over Subscription’ ratio is then applied to the number of shares applied for in each segment, to find the number of shares to be allotted for applicants in each of the segments.

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THE BIDDING PROCESS

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If at Rs. 53,

Number of shares to be allotted: 4,00,000

Number of shares bid for: 50,00,000

Thus,

Oversubscription Ratio = (Number of shares bid for) / (Number of shares to be allotted)

i.e. Oversubscription Ratio = 50,00,000/4,00,000

= 12.5

For an investor who applied for 255 shares will be allotted shares as follows:

Number of shares allotted = (number of shares bid for)/ (oversubscription ratio)

= 255/ 12.5

= 20.4Thus, the investor will be allotted 20 shares.

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Number of days for an investor to receive the refund order/allotment

•Companies are required to finalize the basis of allotment

-within 30 days from the closure of the issue in case of a fixed price issue

-within 15 days from the closure of the issue in case of a book building issue or else they are liable to pay interest at the rate of 15%pa

•The refund orders/allotment advice is dispatched within two working days of finalizing the basis of allotment

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IPO PROCESS

BOD APPROVAL


WITH ROC





EXCHANGES

ROADSHOWS ESTIMATION OF PRICE BANDS

BOOKBUILDING

FINAL PROSPECTUS

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FINAL PROSPECTUS•Final Prospectus is called the offer document

•Post SEBI Clearance of offer documents through various stages

•After bids are received and share price is fixed, the RHP is populated with the price figures and submitted again to SEBI.

• The only difference between the RHP and the final prospectus is that for (i) price of share, (ii) number of shares to be issued and (iii) issue size

•The RHP has blanks which mostly look like this – [•].

•These blanks are filled in the final prospectus

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GUIDE TO UNDERSTAND AN OFFER DOCUMENT

•Cover Page

•Risk Factors

•Introduction

•About Us

• Financial Statements

•Legal and Other Information

•Other regulatory and statutory disclosures

•Offering Information

•Other Information

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IPO PROCESSBOD APPROVAL


WITH ROC





EXCHANGES

ROADSHOWS


BOOKBUILDING ISSUE TAKES PLACE

ALLOTMENT

FINAL PROSPECTUS

SECONDARY MARKET/ LISTING

WITH STOCK EXCHANGES

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LISTING•Listing agreement with the stock exchange.

•The Issuer Company needs to get its Red Herring Prospectus as well as the Basis of Allotment approved from the Stock Exchange with which it has entered into the Listing Agreement

•The listing on the stock exchanges is done within 7 days from the finalization of the basis of allotment for the issue

•Once the shares are listed, the investors can freely trade the securities of the Issuer Company.

GREEN SHOE OPTION•A Green shoe is a clause contained in the underwriting agreement of an initial (IPO) that allows underwriters to buy up to an additional 15% of the company shares at the offering price

•It used for price stabilisation to be carried out by a stabilising agent on behalf of the company.

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GREEN SHOE OPTIONOver-allotment option

•Allows companies to intervene in the market to stabilise share prices during the 30-day stabilisation period immediately after listing.

•The green shoe option is also often referred to as an over-allotment provision.

•It allows the underwriting syndicate to buy up to an additional 15% of the shares at the offering price if public demand for the shares exceeds expectations and the stock trades above its offering price.

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EXAMPLEFor instance, a company plans to issue 1 lakh shares, but to use the greenshoe option; it actually issues 1.15 lakh shares, in which case the over-allotment would be 15,000 shares. The 15,000 shares actually borrowed from the promoters with whom the stabilising agent signs a separate agreement.

For the subscribers of a public issue, it makes no difference whether the company is allotting shares out of the freshly issued 1 lakh shares or from the 15,000 shares borrowed from the promoters.

Once allotted, a share is just a share for an investor. For the company, however, the situation is totally different. The money received from the over-allotment is required to be kept in a separate bank account (i.e. escrow account)

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How to apply for an IPO?•To apply for an IPO, there are two options available

- Offine

- Online

•Demat account is required for both the offline and online options so that the Stocks can be deposited in your account after allotment.

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ASBA (Application Supported by Blocked Amount)

•In an endeavour to make the existing public issue process more efficient, SEBI introduced a supplementary process of applying in public issues, viz., the "Applications Supported by Blocked Amount (ASBA)" process.

•ASBA is an application containing an authorization to block the application money in the bank account, for subscribing to an issue.

•If an investor is applying through ASBA, his application money shall be debited from the bank account only if his/her application is selected for allotment after the basis of allotment is finalized, or the issue is withdrawn/failed.

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•The investor continues to earn interest on the application money as the same remains in the bank account, which is not the case in other modes of payment.

•ASBA forms can be submitted only at the Self Certified Syndicate Banks (SCSBs). In case investor does not have an account with any of the SCSBs, then he can not make use of the ASBA.

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ESCROW ACCOUNT•An escrow account is a temporary pass through account held by a third party during the process of a transaction between two parties.

•Escrow Account is under the control of the Lead Manager(s) and the Registrar to the Issue, till the shares being issued are listed.

•The applicants(Bidders) have to enclose cheques /demand drafts along with Bid-cum-Application Forms towards ‘MARGIN MONEY’ of their Bids. The margin money is deposited in the Escrow Account.

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PARAMETERS TO JUDGE AN IPO • Promoters

• Industry outlook

• Business plans

• Financials

• Risk factors

• Key names- lead manager and merchant banker

• Pricing

• Listing

Introducing

I.P.O – “MANPASAND”

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MANPASAND BEVERAGES LTD. Incorporated in 1997 Promoter : Mr. Dhirendra Singh It is a Gujarat based fruit drink manufacturing company, with a major focus on mango flavor based juice drinks.

Flagship brand “Mango Sip”

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The objects of the Issue are:

•Setting-up of a new manufacturing facility in the state of Haryana;

•Modernization of existing manufacturing facilities i.e. Vadodara 1 Facility and Varanasi Facility;

•Setting-up of a new corporate office at Vadodara;

•Repayment/prepayment of certain borrowings availed by the Company; and

•General corporate purposes.

OBJECTS OF THE OFFER

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•Highly Dependent on One Brand

•Falling Rural Income – Negative for the Company

•Unfavorable movement in the raw material

RISK AND CONCERNS

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INVESTMENT RATIONALE •Strong Presence in Underpenetrated Semi Urban and Rural Market

•Wide distribution network will help in fast penetration of products

•Manufacturing Capacity Expansion to meet the Increasing Demand

•Debt-free Operations post IPO

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Company Name Manpasand Beverages Ltd.

Issue Open June 24, 2015 to June 26, 2015Price Band Rs. 290 to Rs. 320Bid Lot 45 Equity Shares and in multiples of 45

Equity Shares thereafter.The Offer Public issue of 1.25 – 1.38 crore Equity

Shares (Comprising of fresh issue)Issue Size Rs. 400 CroreIPO Process 100% Book BuildingFace Value Rs. 10.00IPO Grading NAExchanges NSE & BSEBRLM Kotak Mahindra Capital Company Limited,

IIFL Holdings Limited, ICICI Securities Limited

Registrar Karvy Computershare Private Limited

Issue Snapshot

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Category Allocation Issue Size (in Crs)

QIB 75% Rs. 300 Crs.NIB 15% Rs. 60 Crs.

Retail 10% Rs. 40 Crs.Total 100% Rs. 400 Crs.

Issue Break up:

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Issue Subscription Detail Number of Times Issue is Subscribed (BSE +

NSE)

As on Date & Time

QIB NII RII Total

Shares Offered / Reserved

4,137,931 2,068,966 1,379,310 7,586,207

Day 1 - Jun 24, 2015 17:00 IST

0.0000 0.0000 0.3100 0.0600

Day 2 - Jun 25, 2015 17:00 IST

0.4500 0.0500 0.5600 0.3600

Day 3 - Jun 26, 2015 19:50 IST

1.9800 0.3800 1.1600 1.4000

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LISTING DAY TRADING INFORMATION

BSE NSE I ssue Price: Rs. 320.00 Rs. 320.00 Open: Rs. 291.00 Rs. 300.00 Low: Rs. 286.00 Rs. 285.70 High: Rs. 341.90 Rs. 342.60 Last Trade: Rs. 326.85 Rs. 327.75 Volume: 1,578,793 4,876,093

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FINANCIAL SUMMARY

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THANK YOU!

Economy & Finance

IPO/FPO : Book building process