New Issue market

The primary market is the part of the capital market that deals with issuing
of new securities. Companies, governments or public sector institutions can
obtain funds through the sale of a new stock or bond issues through primary
market. This is typically done through an investment bank or finance
syndicate of securities dealers.
The process of selling new issues to investors is called underwriting. In the
case of a new stock issue, this sale is an initial public offering (IPO). Dealers
earn a commission that is built into the price of the security offering, though
it can be found in the prospectus. Primary markets create long term
instruments through which corporate entities borrow from capital market.
Once issued the securities typically trade on a secondary market such as
a stock exchange, bond market or derivatives exchange
Features of primary markets are:

This is the market for new long term equity capital. The primary market
is the market where the securities are sold for the first time. Therefore it
is also called the new issue market (NIM).

In a primary issue, the securities are issued by the company directly to

investors.

The company receives the money and issues new security certificates
to the investors.

Primary issues are used by companies for the purpose of setting up

new business or for expanding or modernizing the existing business.

The primary market performs the crucial function of facilitating capital

formation in the economy.

The new issue market does not include certain other sources of new
long term external finance, such as loans from financial institutions.
Borrowers in the new issue market may be raising capital for converting
private capital into public capital; this is known as "going public."

NOTE ON PUBLIC ISSUE

(A) INTRODUCTION
Every Company needs funds for its business. Funds requirement can be for
short term or for long term. To meet short term requirements, the may
approach

banks,

lenders

&

may

even

accept

fixed

deposits

from

public/shareholders. To meet its long term requirements, funds can be raised

either through loans from lenders, Banks, Institutions etc. (which carry
financial burden) or through issue of capital. Capital can be raised through
private placement of shares, public issue, right issue etc. Public issue means
raising funds from public. Promoters of the Company may have plans for the
Company, which may require infusion of money. The main purpose of the
public issue, amongst others, is to raise money through public and get its
shares listed at any of the recognized stock exchanges in India.
ADVANTAGES OF PUBLIC ISSUE

Money non-refundable except in the case of winding up or buy back of

shares.

No financial burden i.e. no fixed rate of interest payable. However, in

order to service the equity, dividend may be paid.

Enhance shareholders value if the Company performs well.

Greater Transferability.

Trading & Listing of securities at stock exchanges.

Better liquidity of securities.

Helps

building

reputation

of

promoters,

Company

products/services, provided the Company performs well.,

DIS-ADVANTAGES OF PUBLIC ISSUE

Time consuming process.

Expensive.

Several legal formalities.

Involvement of many intermediateries.

&

its

Transparency requirements and public disclosure of information may

lead to lack of privacy.

Continuous compliance of provisions of listing agreement and other

legal requirements.

Constant scrutiny of performance by investors.

May lead to takeover of the company

Securities of the Company may be made subjective to speculative

attacks.

APPLICABLE LAWS

Provisions of the Companies Act, 1956.

Securities Contracts (Regulations) Act, 1956.

SEBI rules & regulations

Compliance of Listing Agreement with the concerned stock exchanges

after the listing of securities.

RBI regulations in case of foreign/NRI equity participation.

ROLE OF 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 & Share Transfer Agents

Bankers to the issue

Underwriters

Stock Brokers and sub-brokers

Depositories.

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 the
Merchant Bankers are properly structured.
Underwriters
Are those intermediaries who underwrite the securities offered to the public.
In case there is undersubscription (in short, the company does not receive
good response from public and amount received from is less than the size),
underwriters subscribe to the unsubscribed amount so that the issue is
successful.
Registrar & Transfer Agent
Processes all applications received from the public and prepare the basis of
allotment. The dispatch of share certificates/refund orders are handled by
them.
Bankers to the Issue
Are banks which accept application from the public 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 who through their contacts/sources invite the public
for subscribing shares for which they get commission.
Depositories
Are those intermediaries who holds securities in dematerialized form on
behalf of the shareholders.
Merchant Banking In India:

Meaning:
The term 'merchant banking' has been used differently in different parts of
the world. While in U.K. merchant banking refers to the 'accepting and
issuing houses', in U.S.A. it is known as 'investment banking'. The word
merchant banking has been so widely used that sometimes it is applied to
banks who are not merchants, sometimes to merchants who are not banks
and sometimes to those intermediaries who are neither merchants not
banks.
In India merchant banking services were started only in 1967 by National
Grindlays Bank followed by Citi Bank in 1970. The State Bank of India was
the first Indian Commercial Bank having set up separate Merchant Banking
Division in 1972. In India merchant banks have been primarily operating as
issue houses than full- fledged merchant banks as in other countries.
A merchant bank may be defined as an institution or an organisation which
provides a number of services including management of securities issues,
portfolio services, underwriting of capital issues, insurance, credit
syndication, financial advices, project counselling etc. There is a distinction
between a commercial bank and a merchant bank. The merchant banks
mainly offer financial services for a fee. while commercial banks accept
deposits and grant loans. The merchant banks do not act as repositories for
savings of the individuals.
Functions of Merchant Banks:
The basic function of a merchant banker is marketing corporate and other
securities. Now they are required to take up some allied functions also.
A merchant bank now takes up the following functions:

1. Promotional Activities:
A merchant bank functions as a promoter of industrial enterprises in India He
helps the entrepreneur in conceiving an idea, identification of projects,
preparing feasibility reports, obtaining Government approvals and incentives,
etc. Some of the merchant banks also provide assistance for technical and
financial collaborations and joint ventures
2. Issue Management:
In the past, the function of a merchant banker had been mainly confined to
the management of new public issues of corporate securities by the newly
formed companies, existing companies (further issues) and the foreign
companies in dilution of equity as required under FERA In this capacity the
merchant banks usually act as sponsor of issues.
They obtain consent of the Controller of Capital Issues (now, the Securities
and Exchange Board of India) and provide a number of other services to
ensure success in the marketing of securities. The services provided by them
include, the preparation of the prospectus, underwriting arrangements,
appointment of registrars, brokers and bankers to the issue, advertising and
arranging publicity and compliance of listing requirements of the stockexchanges, etc.
They act as experts of the type, timing and terms of issues of corporate
securities and make them acceptable for the investors on the one hand and
also provide flexibility and freedom to the issuing companies.
3. Credit Syndication:
Merchant banks provide specialised services in preparation of project, loan
applications for raising short-term as well as long- term credit from various

bank and financial institutions, etc. They also manage Euro-issues and help
in raising funds abroad.
4. Portfolio Management:
Merchant banks offer services not only to the companies issuing the
securities but also to the investors. They advise their clients, mostly
institutional investors, regarding investment decisions. Merchant bankers
even undertake the function of purchase and sale of securities for their
clients so as to provide them portfolio management services. Some
merchant bankers are operating mutual funds and off shore funds also.
5. Leasing and Finance:
Many merchant bankers provide leasing and finance facilities to their
customers. Some of them even maintain venture capital funds to assist the
entrepreneurs. They also help companies in raising finance by way of public
deposits.
6. Servicing of Issues:
Merchant banks have also started to act as paying agents for the service of
debt- securities and to act as registrars and transfer agents. Thus, they
maintain even the registers of shareholders and debenture holders and
arrange to pay dividend or interest due to them
7. Other Specialised Services:
In addition to the basic activities involving marketing of securities, merchant
banks also provide corporate advisory services on issues like mergers and
amalgamations, tax matters, recruitment of executives and cost and
management audit, etc. Many merchant bankers have also started making of

bought out deals of shares and debentures. The activities of the merchant
bankers are increasing with the change in the money market.

Underwriting:
Securities underwriting refers to the process by which investment
banks raise investment capital from investors on behalf of
corporations and governments that are issuing securities
(both equity and debt capital). The services of an underwriter are
typically used during a public offering.
This is a way of distributing a newly issued security, such as stocks or bonds,
to investors. A syndicate of banks (the lead managers) underwrites the
transaction, which means they have taken on the risk of distributing the
securities. Should they not be able to find enough investors, they will have to
hold some securities themselves. Underwriters make their income from the
price difference (the "underwriting spread") between the price they pay the
issuer and what they collect from investors or from broker-dealers who buy
portions of the offering.
Risk, exclusivity, and reward
Once the underwriting agreement is struck, the underwriter bears the risk of
being unable to sell the underlying securities, and the cost of holding them
on its books until such time in the future that they may be favorably sold.
If the instrument is desirable, the underwriter and the securities issuer may
choose to enter into an exclusivity agreement. In exchange for a higher price
paid upfront to the issuer, or other favorable terms, the issuer may agree to
make the underwriter the exclusive agent for the initial sale of the securities
instrument. That is, even though third-party buyers might approach the

issuer directly to buy, the issuer agrees to sell exclusively through the
underwriter.
In summary, the securities issuer gets cash up front, access to the contacts
and sales channels of the underwriter, and is insulated from the market risk
of being unable to sell the securities at a good price. The underwriter gets a
profit from the markup, plus possibly an exclusive sales agreement.
Also if the securities are priced significantly below market price (as is often
the custom), the underwriter also curries favor with powerful end customers
by granting them an immediate profit (see flipping), perhaps in a quid pro
quo. This practice, which is typically justified as the reward for the
underwriter for taking on the market risk, is occasionally criticized as
unethical, such as the allegations that Frank Quattrone acted improperly in
doling out hot IPO stock during the dot com bubble.