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This market is also called Primary Market. NIM helps raising resources from the investors by issuing them only new or fresh securities. NIM facilitates
direct conversion of savings into corporate investment or diversion of resources from the rest of the system to the corporate sector.
The primary/new issue market cannot function without the secondary market.
The secondary market or the stock market provides liquidity for the issued securities. The issued securities are traded in the secondary market offering liquidity to the stocks at a fair price.
Thus, it provides an indirect link between the savers and the company.
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The stock exchanges through their listing requirements, exercise control over the primary market.
The company seeking for listing on the respective stock exchange has to comply with all the rules and regulations given by the stock exchange.
Though the primary and secondary markets are complementary to each other, their functions and the organisational set up are different from each other. The health of the primary market depends on the secondary market and vice versa.
Functions of NIM
The main functions of the primary market are
origination, underwriting and distribution.
Origination
Origination refers to the work of
investigation, analysis and review, rendering relevant consultative services, authenticating and processing of new issue proposals by issue houses/merchant bankers/originators, who act as sponsors of issues.
Origination
The origination services provided by these specialist agencies can be categorised into two:
1) The specialist agencies operating in the primary market investigate into technical, economic, financial, legal and environmental aspects of the present and/or proposed activities of the issuing company with a view to deciding whether
the issue house/merchant bank should back the issue and give the issue the stamp of respectability by associating with it; the company is well-founded and well-managed, has good market prospects, and will be listed on stock exchanges.
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Origination
The sponsoring institutions render a number of advisory services with a view to improve the quality of capital issues.
These services include:
deciding the type of securities and the security-mix to be issued, fixing the price/premium at which securities are to be issued; the size of the issue; the timing: Terms and conditions of the issue regarding conversion, redemption, etc.; methods of floatation; selling strategies, etc.
Underwriting
Origination do not guarantee that the issue will be successful, i.e., will get fully subscribed. In case the issue is not well received in the market, the plans of the company/promoters receive a setback and all expenses incurred in origination get wasted. To ensure success of an issue the company/promoters get the issue underwritten. Underwriter guarantees that he would buy the portion of issue not subscribed by the public. Such service is called underwriting and is always rendered for a commission. Under-writing guarantees success of the issue and benefits the issuing company, the investing public and capital market in general.
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Distribution
The success of an issue mainly depends on its subscription by the investing public. Sale of securities to ultimate investors is called distribution. It is a specialised actively rendered by brokers, subbrokers and dealers in securities. They maintain regular and direct contact with the present and prospective ultimate investors. The ability of NIM to keep pace with the growing financial needs of the expanding corporate sector depends on the performance of triple service function of
origination, underwriting and distribution by
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The company negotiates with the prospective managers to its issue and settles its selection and terms of appointment.
Usually companies appoint lead managers with a successful background. There may be more than one manager to the issue. Some times the banks or financial institutions impose a condition while sanctioning term loan or underwriting assistance to be appointed as one of the lead managers to the issue. The fee payable to the lead managers is negotiable between the company and the lead manager. The fee agreed upon is revealed in the Memorandum of the Understanding filed along 14 with the offer document.
The Registrars to the issue normally receive the share application from various collection centres. They recommend the basis of allotment in consultation with the Regional Stock Exchange for approval. They arrange for the despatching of the share certificates. They handover the details of the share allocation and other related registers to the company. Usually registrars to the issue retain the issuer records atleast for a period of six months from the last date of despatch of letters of allotment to enable the investors to approach the registrars for redressal of their complaints.
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Underwriter
Underwriter is a person/organisation who gives an assurance to the issuer to the effect that
he would subscribe to the securities offered in the event of nonsubscription by the person to whom they were offered. They stand as back-up supporters and underwriting is done for a commission.
Underwriting provides an insurance against the possibility of inadequate subscription. Someof the underwriters are financial institutions, commercial banks, merchant bankers, members of the stock exchange, Export and Import Bank of India etc. The underwriters are exposed to the risk of non subscription and for such risk exposure they are paid an underwriting commission.
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Underwriter
When appointing an underwriter, the financial strength of the prospective underwriter is considered because he has to undertake the agreed non-subscribed portion of the public issue. The other aspects considered are
(a) experience in the primary market (b) past underwriting performance and default (c) outstanding underwriting commitment (d) the network of investor clientele of the underwriter and (e) his overall reputation.
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Underwriter
After the closure of subscription list, the company communicates in writing to the underwriter
the total number of shares/debentures remaining unsubscribed, the number of shares/debentures required to be taken up by the underwriter. The underwriter would take the agreed portion. If the underwriter fails to pay, the company is free
to allot the shares to others or take up proceeding against theunderwriter to claim damages for any loss suffered by the company for his denial.
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In big or metropolitan cities more than one branch of the various bankers to the issue are designated as collecting branch for acceptance money.
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Advertising Agents
Advertising a public issue is very essential for its promotion.
Hence, the past track record of the advertising agency is studied carefully. Tentative programmes of each advertising agency along with the estimated cost are called for. After comparing the effectiveness and cost of each programme with the other, a suitable advertising agency is selected in consultation with the lead managers to the issue. The advertising agencies take the responsibility of giving publicity to the issue on the suitable media. The media may be newspapers/magazines/ hoardings/press release or a combination of all.
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Regulatory Bodies
The various regulatory bodies related with the public issue are:
1. Securities Exchange Board of India 2. Registrar of companies 3. Reserve Bank of India (if the project involves foreign investment) 4. Stock Exchanges where the issue is going to be listed 5. Industrial licensing authorities Pollution control authorities (clearance for the project has to be stated in the prospectus)
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Collection centres:
There should be at least 20 mandatory collection centres
inclusive of the places where stock exchanges are located. If the issue is not exceeding Rs. 10 cr (excluding premium if any) the mandatory collection centres are the four metropolitan centres viz.
Mumbai, Delhi, Calcutta and Chennai and at all such centres where stock exchanges are located in the region in which the registered office of the company is situated.
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Collection Centres
In addition to the collection branch, authorised collection agents may also be appointed.
The names and addresses of such agent should be given in the offer documents. The collection agents are permitted to collect such application money in the form of cheques, draft, stock invests and not in the form of cash. The application money so collected should be deposited in the special share application account with the designated scheduled bank either on the same day or latest by the next working day.
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Next Steps
The bankers to the issue at different centres would forwarded the applications collected to the Registrar after realisation of the cheques, within a period of two weeks from the date of closure of the publicissue. The applications accompanied by stock invests are sent directly to the Registrars to the issue along with the schedules within one week from the date of closure of the issue. The investors who reside in places other than mandatory and authorised centres, can send their application with stock invests to the Registrar to the issue directly by registered post with acknowledgement card.
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Issue Mechanism
New issues can be made in any of the following ways:
1. Public issue through prospectus, 2. Through offer for sale, 3. Through placement of securities private placement and stock exchange placing, 4. Issue of bonus shares, 5. Book-building, and 6. Stock option.
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to all other stock exchanges where the shares are proposed to be listed. The stock exchange scrutinises the draft prospectus. After scrutiny if there is any clarification needed, the stock exchange writes to the company and also suggests modification if any.
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The board, lending financial institutions and the stock exchanges in which they are to be listed should approve the prospectus. Prospectus is distributed among the stock exchanges, brokers, underwriters, collecting branches of the bankers and to the lead managers.
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2. Capital structure of the company 3. Terms of the present issue 4. Particulars of the issue
Object of the issue Project cost Means of financing (including promoters contribution)
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Due to these high costs the mode of public issue of securities through prospectus is adopted only for large issues.
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A prospectus with prescribed minimum contents is distributed to applicants on nondiscriminatory basis. The issue is also underwritten to avoid the possibility of the issue largely remaining with the issue houses.
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In this case no underwriting is required as issue houses guarantee cent per cent placement. However, sometimes, though rarely, issue houses may agree to arrange placement of shares for a fee.
In this case they act only as an agent of the issuing company. Placing of unquoted securities is called private placing, and that of newly quoted securities is called stock exchange placing.
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Book Building
Book building is also a method of issue of shares based on floor price which is indicated before the opening of the bidding process.
The issue price is fixed after the bid closing date. Under book-building scheme the issuer company does not directly issue shares to the public but invites bids from the merchant bankers to take up full responsibility for the issue. One of the lead merchant bankers to the issue is nominated by the issuer company as a Book Runner at an agreed price.
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Book Building
There is difference between offer of shares through book-building and through normal public issue. The price at which securities will be allotted is not known in case of offer of shares through book building,
whereas in the case of offer of shares through normal public issue, the price is known in advance to investors.
In case of book building, the demand can be known everyday as the book is built.
However, in case of a normal public issue, the demand is known only at the close of the issue.
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Book Building
Under the book-building method, share prices are determined on the basis of real demand for the shares at various price levels in the market. For discovering the price at which issue should be made, bids are invited from prospective investors from which their levels of demand at various price levels are noted. These bids could be quoted at a difference of rupee one. Book building process helps to discover the demand and the price of the shares. Moreover the costs of public issue are much reduced and also the time taken for completion of the entire process is much less. Generally the final price is fixed shed below the offer price at which the whole issue is expected to be just sold. This ensures successful issue
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There is a very little scope for manipulating the price before listing since the price is determined on the basis of the bids received.
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Infosys ESOP
Infosys has a well structured stock option scheme.
It created an employee welfare trust to implement the scheme. The company has allotted 7,50,000 warrants each priced at Re 1 which can be exchanged at any time during the exercise period for one share (face value of Rs. 10) at a price of Rs. 100- to the Infosys Technologies Limited Employees Welfare Trust. The warrants are held in trust and transferred to employees from time to time. The exercise period is 12 months after the date of the transfer of the warrants to the employee from the trust, but within 60 months from the date of issue of warrants by the company. The warrants expire on September 30, 1999. Till June end 1997, 3,79,400 warrants had been issued to the employees. Since the scrip of the company was then quoting at around Rs. 1,900 on the stock exchanges, the scheme results in a big gain to the employees at the expiry of the lock-in period. The lock-in clause specifies that the shares after conversion cannot be transferred/charged/ hypothecated/ assigned/or in any manner alienated or otherwise disposed of for period of five years from the date of the issue of the warrants to the employees.
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The issue of shares/convertible instruments under an Employee Stock Option Scheme has not to exceed 5 per cent of the paidup capital of the company in any one year. Issue of shares under Employees Stock Option Scheme on a preferential basis can be made at a price not less than the higher of the following:
(a) The average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the six months preceding the relevant date; or (b) The average of the weekly high and low of the closing prices of the related shares quoted on a stock exchange during the two weeks preceding the relevant date.
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are leading to the prevailing primary market conditions. In this context, the investor has to be alert and careful in his investment.
He has to analyse several factors.
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The stake of the appraising agency in the forthcoming issue. Availability of raw materials, government norms regarding it and the tax concessions, if any. Reliability of the demand and supply projections of the product. Competition faced in the market and the marketing strategy. If the product is export oriented, the tie-up with the foreign collaborator or agency for the purchase of products. Accounting policy and Revaluation of the assets, if any. Analysis of the data related to capital, reserves, turnover, profit, dividend record and profitability ratio.
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Project Appraisal
Project appraisal is the first step in the entire process of the project.
Technical and economic feasibility of the project is evaluated. Appraisal shows whether the project is meaningful and can be financed. The profitability of the project should be estimated and given. To ensure fair project appraisal, SEBI has made it mandatory for the project appraisal body to participate in the forthcoming issue
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Underwriting
Once the issue is finalised the underwriting procedure starts. Reputed institutions and agencies, providing credibility to the issue normally underwrite the issue. If the lead managers participate more than five per cent of the minimum stipulated amount offered to the public, it would increase the confidence of the public regarding the pricing and saleability of the issue.
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Disclosure Norms
SEBI has issued stringent norms for the disclosure of information in the prospectus. It is the duty of the lead manager to verify the accuracy of the data provided in the prospectus. The pending litigation should be given clearly. The promoters credibility in fulfilling the promises of the previous issues (if any) should be stated. A clear version of the risk factors should be given. Any adverse development that affects the normal functioning and the profit of the company should be highlighted in the risk factor.
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Board of Directors
The Board of Directors should sign the prospectus. A copy is also filed with the office to the Registrar of the Companies. This along with the other material documents referred to in the prospectus are available for inspection by the members of the public. The minimum amount to be subscribed by the promoters and maintained for a minimum number of years also safeguard the interest of the investors.
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SEBI Clearance
SEBI scrutinises the various offer documents from the view point of investors protection and full disclosure. It has the power to delete the unsubstantiated claims and ask for additional information wherever needed. This makes the lead managers to prepare the offer document with due care and diligence. In the allotment procedure to make sure of transparency, SEBIs nominee is appointed apart from the stock exchange nominee
Inclusion of valid applications and rejection of invalid applications are checked. The representative of the SEBIs see to it that undue preference is not given to certain group of investors.
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Grievance Redressal
For redressal of investors grievances, the Department of Company Affairs has introduced computerised system of processing the complaints to handle it effectively. The companies are requested to give feed back regarding the action taken on each complaint within a stipulated time period. If the companies do not respond and are slow in the process of settlement of complaints, penal action can be taken against the companies under the provisions of the Companies Act. If the performance of the Registrar to the issue is not satisfactory in settling the complaints, SEBI can take appropriate action against such Registrar. Several Investors Associations are also functioning to help the investors complaints redressed promptly.
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