Professional Documents
Culture Documents
Private Equity
IPO
Presentation by:
CA Premal Doshi
Disclaimer
This presentation has been prepared based on information obtained from sources believed to be reliable
but which it has not independently verified and make no guarantee, representation or warranty and
accepts no responsibility or liability as to its accuracy or completeness.
Expressions of opinion, if any, contained herein are those of the individual only and are subject to
change without notice. The information and opinions contained in the presentation are based upon
publicly available information, which are subject to change from time to time.
This presentation has been prepared for information purpose only. The individual makes no
representation or warranty expressed or implied as to the reliability, accuracy or completeness of any of
the information contained herein. While this presentation has been prepared in good faith, the
individual shall NOT have any responsibility or liability whatsoever in respect of any statements or
omissions wherefrom.
Any liability is accordingly expressly disclaimed. No part of this presentation may be reproduced, stored
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permission.
2
Agenda
o Key Issues in DD/ SPA & SHA o DRHP to RHP Filing – Key Activities
o Monitoring
o Exit
3
PE Agenda
o Approaches to Valuation
o Monitoring
o Exit
4
PE in India – Growth over the years
15,000
terms) followed by IT & ITES
358 400
325
companies
290
10,000 300 o For the second year running in 2010,
219
companies based in South India
200 attracted the maximum PE capital
5,000 both in terms of volume and value.
100 Whereas companies from Western
India ranked second in terms of the
0 0 number of investments attracted,
2006 2007 2008 2009 2010 1H
2011 North-based companies received
slightly higher share of the value.
Source: Venture Intelligence, (These figures include VC
investments and exclude PE investments in Real Estate.)
5
Distribution of PE Investment (1)
100
No. of Deals
80
60
40 88
73
20 49 42
37
18 10
0 8
Total Value
Size (US$M) (US$M) % o Sub-$10 million investments that
0-5 188 2.4% accounted for 50% of the deals by
5-10 482 6.0% volume in 2010, accounted for just
10-15 557 7.0% 6% of the value pie.
15-25 685 8.6%
25-50 1376 17.3%
o The investments of $100 million and
50-100 1191 14.9% above, which accounted for just 6% of
100-200 1265 15.9% the deals, accounted for 44% of the
200+ 2230 28.0% value pie.
Total 7974 100.0%
Source: Venture Intelligence,
6
Distribution of PE Investment (2)
7
Distribution of PE Investment (3)
37%
26%
29%
8
Distribution of PE Investment (4)
50% Pre-IPO
PIPE
Buyout
Other
9
Investment Returns & IPO performance
of PE invested companies (1)
Investor Size (US$ Return Multiple at IPO
No Portfolio Company PE Firm(s) Date Price (Rs.) CMP
Sale Million) IPO Valuation Performance
Sequoia Capital India
11.08x
Unitus
16.80x
1 SKS Microfinance SVB Yes Aug-10 359 985 192.15 -80%
3.39x
Kismet Capital
3.28x
Sandstone
2 Orient Green Power Olympus Capital, Bessemer No Oct-10 200 47 14.57 -69%
India Equity Partners 1.27x,
3 A2Z Maintenance & Engg Yes Dec-10 172.5 400 167.8 -58%
Beacon India 1.22x
Goldman Sachs 2.65x
4 IL&FS Transportation Networks Trinity Capital Yes Mar-10 155 258 1.94x 203.95 -21%
SCI Asia 1.94x
Morgan Stanley 1.13x
5 Hathway Cable & Datacom ChrysCapital Yes Feb-10 145 240 1.26x 121.2 -50%
Infrastructure India Holdings 1.13x
IFC
6 Ramky Infrastructure IIML Yes Oct-10 120 450 240.45 -47%
Sabre Abraaj Capital
IIML
IDFC PE
7 Gujarat Pipavav Port NYLIM India Yes Aug-10 109 46 68.35 49%
AMP Capital
IDFC Project Equity
8 VA Tech Wabag ICICI Venture, GLG Partners Yes Oct-10 106 1310 349.85 -73%
Goldman Sachs 1.75x
9 PTC India Financial Services Yes Mar-11 97.5 28 15.1 -46%
Macquarie 1.75x
10 DB Corp Warburg Pincus No Jan-10 85 212 1.82x 218 3%
11 Shree Ganesh Jewellery Credit Suisse Yes Apr-10 81 260 1.73x 146.35 -44%
12 Sequans Communications Reliance Venture Yes Apr-11 77 450 5.00x 258 -43%
13 Jubilant FoodWorks JP Morgan No Feb-10 71 145 5.01x 805.5 456%
SAIF, Helion Ventures, Sierra
14 MakeMytrip.com Yes Aug-10 70 644 25x 1633 154%
Ventures
10
Investment Returns & IPO performance
of PE invested companies (2)
27 Flexituff International Clearwater Capital Yes Oct-11 21.4 155 1.51x 263 70%
28 123Greetings.com Intel Capital No Apr-10 12 145 1.32x 52.9 -64%
Source: Venture Intelligence,
11
Classification of PE Funds (1)
V. Hedge Funds o Public market fund with high return and high risk appetite,
short term focus
VI. Venture Capital o Typically provide the first round of capital to companies,
smaller size and long term horizon
12
Classification of PE Funds (1)
$6,000
Fund Size in US$ million
Buyout Fund
$5,000
Hedge Fund
$4,000
$3,000
Growth Capital
$2,000
Distress/ Special Situations
$1,000 Proprietary Book
Venture Capital
$0
0 2 4 6 8 10
13
PE – What do they bring besides Capital
Efficiency in management
Enhanced capital
Brand Image
Corporate Governance
14
Challenges to PE in India
Challenges
Understanding Market Conditions Other Challenges
o Developing business plans and best
practices for privately held and family o Recent credit crunch – PE sponsors
run Indian firms more susceptible to volatility in the
o Questions of global competitiveness global debt market
o Discarding what is irrelevant and o Increased regulations
possibly damaging for Indian o Lower IRR on existing PE portfolios
companies
o Analysis Paralysis
15
PE Placement Process (1)
Information
Memorandum
Circulation
K Business
Evaluation
I
C
K Negotiations and
Term Sheet
O
F Financial and
F Legal Due
Diligence
Share
Purchase
Agreement
and Closure
Weeks
16
PE Placement Process (2)
17
PE Placement Process (3)
18
PE Placement Process (4)
19
PE Placement Process (5)
20
PE Placement Process (6)
Week 12-16
21
Approaches to Valuation
Approaches to Valuation
Profit Earning
Net Asset Value Stock Market Quotes
Capacity Value
Discounted Cash
Fair Market Value Market Comparables
Flows
Precedent
Transactions
22
Valuing Young and Start Up Firms
o Why value:
o Startups are frequently funded by venture capitalists
o IPO/Other forms of Exit require valuation
o The VC Method
o Earnings/Revenue are forecast for the year of exit
o Earnings/Revenue multiple for comparable firms is then derived to
estimate “Terminal value”
o Discounted by a target rate of return higher than the cost of equity
o Estimation of Discounted Exit/Terminal value:
23
Due diligence (DD) exercise
24
Due diligence (DD) exercise-Cont’d
25
Key Issues in Due Diligence
o Accounting Methodologies
o Contingent Liabilities
o Corporate MIS
26
Key Issues in SPA/ SHA
o Board Resolutions
o Indemnification
o Conditions Precedent
27
Certain minimum rights to PE Investors
o Buyback clause
o In the event of IPO not being undertaken, typically in 3-5 year timeframe, most
investors include buyback clause for their investment exit. Such buyback
arrangements can be with either the Company; or – the Promoter
o Return Expectations: Depending on specifics of the investment, most investors
typically seek dollar-adjusted 18-24% p.a. IRR
o Information requirements
o A private equity investor looks for several information rights including access to
monthly MIS, quarterly financials and other confidential information presented to
the Board apart from Annual audited account
o Board Representation
28
Certain minimum rights to PE Investors
o Drag Along
o Investor shall have the right to drag along the holding of the Core Promoters and
their Relatives and investment companies to the extent of XX% stake of the
Company to facilitate an exit through a strategic sale or any other means.
o Tag Along
o In the event of the Promoters proposing to sell, assign, or transfer any of their
equity stake in the Company exceeding XX% to any third party, with the written
consent of the Investor during the tenure of the Agreement, in a single
transaction or a series of related transactions, the Investors, at their option, shall
have the right to participate in the sale, in proportion to their equity shareholding
in the Company at that time.
29
Certain minimum rights to PE Investors
o Cash-flow Protection
o While a typical investor seeks significant say in the operations and management
of the Company, we believe that on a minimal basis as well, given buyback
provisions, such investors will like to monitor the cash-flow of the Company and
as such prefer to have a say in
o Capital Budgeting
o Other cash outflow related decisions such as working capital management, etc.
30
Certain minimum rights to PE Investors
o Voting Rights
o Term sheets often address issues of control in order to allow investors in a
company to add value and also to exercise control if things go wrong. While
investors may not want majority board control if things are going well, they may
negotiate provisions that give them control if certain events occur. The golden
rule often applies: he who has the gold makes the rules.
o Covenants
o Most preferred stock issues and debt issues have associated covenants, or things
that the portfolio company promises to do (positive covenants), and not to do
(negative covenants). They are negotiated on a case-by-case basis and often
depend on other aspects of the deal. Failure to comply with covenants can have
serious consequences to the company such as automatic default and payments
due.
31
Full Ratchets Provision
Full Ratchets protect investors against future down rounds. A full ratchet
provision states that if a company issues stock to a lower price per share than
existing preferred stock, then the conversion price of the existing preferred
stock is adjusted (or “ratcheted”) downward to the new, lower price. This has
the effect of protecting the ratchet holder’s investment by automatically
increasing his number of shares. Of course, this occurs at the expense of any
stockholders who do not also enjoy full ratchet protection.
32
Key Approvals
o Board Resolutions required for approval to the Issue and to constitute a committee of
directors for facilitating the Issue;
o Shareholders’ Resolution under section 81 (1A) of the Companies Act, 1956 for fresh
issue of shares;
o Approvals may be required from Lenders under the loan agreements (if applicable);
o Approvals from the Stock Exchanges, as necessary (pursuant to SEBI filing, but prior
to opening of the Issue).
33
Monitoring
o The Investor post investment closely follows the growth of the investee
company
o Makes sure the business plan presented during the investment is strictly
followed
o Marketing the company and its products within its network and do synergistic tie-
ups cross sell within its investee companies
34
Exit Modes Available
o IPO
o M&A
o Leveraged Buyout (LBO)
o Buyouts
o Management Buyback
o Strategic Buyout
o Management Buyout
35
Mega Exits Through IPO
36
Mega Exits Through Other Modes
37
Guidelines for preferential allotment
Companies Act
SEBI Guidelines
o Issue price shall be not lower than the higher of the following
o Average of the weekly high and low of the closing prices of the shares during 6
months preceding relevant date i.e., 30 days prior to the date of meeting u/s. 81
(1A) of the Companies Act
o Average of the weekly high and low of the closing prices during 2 weeks
preceding relevant date
38
SEBI takeover code
Open offer
– Public offer should be made for minimum 26% of the voting capital of the
company
– Offer price should not be lower than the highest of the following
• Highest negotiated price under the agreement which triggers the open offer
• Highest price paid by the acquiror during the 26 weeks preceding the date
of public announcement
– Offer price shall include any price paid towards non compete fee, control
premium etc.
39
PE Deal Structure
o Term Sheets
o are brief preliminary documents designed to facilitate and provide a framework
for negotiations between investors and entrepreneurs.
o generally focuses on a given enterprise’s valuation and the conditions under
which investors agree to provide financing.
o eventually forms the basis of several formal agreements including the “Stock
Purchase Agreement,” which is a legal document that details who is buying what
from whom, at what price, and when.
o Valuation
o Pre-money value is the valuation of a company immediately before an injection
of capital occurs. The pre-money value may be calculated as follows:
o Pre Money Value = Total Number of Old Shares * Share Price
o Pre Money Value = Post Money Value – New Investment
o Post-money value is the valuation of a company including the capital provided
by the current round of financing:
o Post Money Value = Pre Money Value + Investment
o Post Money Value = Investment / Percent Ownership Acquired
o Post Money Value = Total Shares (includes old and new) * Share Price
o Share Price = Investment / Number of new shares issued
40
PE Deal Structure
Valuation (Contd.)
Step-ups describe the increase in share price from one financing round to
the next. They also describe the increase in the value of the company since
the last round of financing. Step-ups help motivate all the shareholders (both
management and investors) to remain engaged in the enterprise’s effort to
build value. Note that if options have been issued between financings, each of
the two methods of calculating the step up will give different results. The
method using share price is the one generally cited.
– Step-up = New round share price / Previous round share price
– Step-up = New round pre-money valuation / Previous round post-money
valuation
41
PE Deal Structure
Securities
42
PE Deal Structure
Securities (Contd.)
Convertible preferred stock provides its owner with the right to convert to
common shares of stock. Usually, preferred stock has certain rights that
common stock does not have, such as a specified dividend that normally
accrues and senior priority in receiving proceeds from a sale or liquidation of
the company. Therefore, it provides downside protection due to its negotiated
rights and allows investors to profit from share appreciation through
conversion. The face value of preferred stock is generally equal to the amount
that the VC invested. For valuation purposes, convertible stock is usually
regarded as a common stock equivalent.
Typically, convertible preferred stock automatically converts to common stock
if the company makes an initial public offering (IPO). When an investment
banking underwriter is preparing a company to go public, it is critical that all
preferred investors agree to convert so the underwriter can show public
investors that the company has a clean balance sheet. Convertible preferred
is the most common tool for private equity funds to invest in companies.
43
PE Deal Structure
Securities (Contd.)
Participating preferred stock is a unit of ownership that is essentially
composed of two elements -- preferred stock and common stock. The
preferred stock element entitles an owner to receive a predetermined sum of
cash (usually the original investment plus any accrued dividends) if the
company is sold or liquidated. The common stock element represents
additional continued ownership in the company (i.e. a share in any remaining
proceeds available to the common shareholder class). Like convertible
preferred stock, participating preferred stock usually converts to common
stock (without triggering the participating feature) if the company makes an
initial public offering (IPO).
Participation can be pari passu or based on seniority of rounds. For
example, if a C round has seniority, then rather than A, B and C rounds
sharing in the equity in accordance with their percentage ownership of
common, the C round will be paid first, then the B round, and if there is any
cash left, the A round.
44
PE Deal Structure
Securities (Contd.)
45
Q&A
46
IPO Agenda
• IPO – An introduction
• Closing Activities
47
Capital Market Update (1)
15,000
6,898 8,030
10,000
7,213
5,000 1,377 2,050 1,427 823 4,572 652 2,524
591 435
0
(5,000) (100) (253) (464) (777) (158)
(5,801) (4,813) (4,586)
(10,000) (7,236) (6,614)
(15,000) (10,834)
Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11
o Over past one year Indian markets are witnessing tremendous redemption of funds
both in terms of Domestic Mutual Funds and FII’s.
o From and inflow of INR 24,979 crs in Sep 2010, there has been a net outflow of INR
158 crs in Sep 2011.
o 5 out of the first 9 months of CY 2011, Indian markets have witnessed a net outflow
of money both from Domestic Mutual Funds and FII’s
Source: SEBI
48
Capital Market Update (2)
Public Issue Fund Raising - Total Public Issue Fund Raising - Private
INR Crs No. of Deals INR Crs No. of Deals
80,000 80 30,000 70
71 60
70 60
25,000
60,000 60
INR Crs
50
INR Crs
50 20,000
38 38 40
40,000 38 39 40 15,000
19,618
15,483 30
30 19
21 10,000
20,000 20 9,177 20
10 5,000 10,740 10
17,122 19,556 69,304 9,610
0 0 0 0
2008 2009 2010 2011* 2008 2009 2010 2011*
Public IssueINRFund
Crs Raising
No. of Deals - PSU o Total fund raised through primary
market offerings reached a peak of
60,000 12 69,304 crs in 2010 mainly due to huge
11
50,000 10 amount of fund raising undertaken by
INR Crs
16,901
INR Crs
6
6
9,000 15 12,000
12 5
4
6,000 10 8,000
3
3,000 2,466 4 5 4,000 2
2,212
982
443
1
0 0 0 0
< 100 Cr > 100 & < 500 500 + < 100 Cr > 100 & < 500 500 +
INR Crs
21 20 20
40,000 20 9,000
30,000
6,373 15
15 6,000 10
20,000 10 10
10,000 7,074 3,000 1,367 1,870 4 5
5
1,144
0 0 0 0
< 100 Cr > 100 & < 500 500 + < 100 Cr > 100 & < 500 500 +
Source: SEBI
50
Capital Market Update (3)
30,000 20000
INR crs
40
14967
15000
20,000 34,375 23,655 30
20 10000
8022 7822
10,000
7 8 10 5000 1790 2506
2,227 3,356 214 339 867 756
0 0 0 223 94
2008 2009 2010 2011* 2008 2009 2010 YTD 2011
QIP-Deal Size Breakup (No of Deals) o Total fund raised through QIP market
offerings reached a peak of 34,375 crs in
35 < 100 Cr > 100 & < 500 500 + 2009 in value terms where 52 companies
31
30 27 raised money through QIP with an average
25 deal size of INR 650 crs which reduced to
20
INR 400 crs in 2010 where 56 companies
INR crs
20
14 raised money aggregating to INR 23,655 crs
15 11
10
5 4 o The no of QIP offerings in 2011 has reduced
5 3 2 2 2 2 significantly with only 8 companies raising
0 money till date aggregating to INR 3356 crs
2008 2009 2010 YTD 2011
Source: SEBI
51
IPO: Advantages & Commitments
• ADVANTAGES • COMMITMENTS
52
IPO Team – Issuer Company
53
Intermediaries
• Registrar
Intermediate Priority
(One week from the Kick-off Meeting)
• Advertising & PR Agency
54
Intermediary – Coordination
BRLM
BRLM
Book
BookRunners’
Runners’ Co-Book
Co-Book Broker/
Syndicate
Syndicate
SyndicateMembers
Members
Legal
LegalCounsel
Counsel Runners
Runners
Domestic
Domestic International
International Escrow
Escrow Advertising
Advertising
Legal
Legal Legal
Legal Registrars
Registrars Printers
Printers
Bankers
Bankers Agency
Agency
Counsel
Counsel Counsel
Counsel
Issuer
Issuer
Company
Company// Arrangement
Selling
Selling Co-ordination
Shareholder
Shareholder
55
Key Regulators
– Listing Agreement
– In-principle and Trading Approval
– Basis of Allotment to be finalised by the Exchange
• Companies Act
56
Key Approvals
• Board Resolutions required for approval to the Issue and to constitute a committee of
directors for facilitating the Issue;
• Shareholders’ Resolution under section 81 (1A) of the Companies Act, 1956 for fresh issue
of shares;
• Approvals may be required from Lenders under the loan agreements (if applicable);
• Approvals from the Stock Exchanges, as necessary (pursuant to SEBI filing, but prior to
opening of the Issue).
• Other relevant approvals (if applicable) such as RBI/FIPB (whichever applicable) permission
for investments by FIIs for Real Estate Companies, for transfer and/ or allotment of shares
from residents to non-residents and vice versa, etc.
57
Key Eligibility
* Note - 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
58
Key Regulations
Minimum Issue Size and Lock-in Requirements
59
IPO – Tentative Timelines
• This is an estimated timeline and based on preparedness of the issuer and receipt of statutory approvals
60
Preparation Stage
Kick-Off Meeting
Drafting
Selection of Printers
61
RHP & Pricing Stage
Pre-Marketing exercise
62
Marketing Stage
Road Shows
Issue Open
Issue Closes
Final Pricing
63
Closing Stage
Allocation / Allotment
Listing
64
Role of the CFO
• Key member of the IPO team – co-ordinates critical IPO related activities from the
Company
• Articulates the business strategy and financing requirements for presentation in the
Prospectus
• Responsible for clearances, if any, from existing lenders/ credit rating agencies/
appraising institution
• Co-ordinates the due diligence exercise on behalf of the Company with the lead
management team and lawyers
65
Role of the Company Secretary
• Key member of the IPO team – co-ordinates all IPO related activities from the Company
• Co-ordinates secretarial activities with the lawyers and lead management team
– Authority for the issue
– Amendments in Articles of the Company
– Various Board Resolutions required for the Issue
• Co-ordinate compliance with Corporate Governance guidelines and ESOP guidelines, if any
• Provide various opinions and comfort for the Issue and the Offer Document
67
Role of Auditors
• Provide other statements on the financials of the Company for inclusion in the Offer
Document as per SEBI regulations including
– Key financial ratios
– Taxation statement
– Capitalisation statement
– Basis of Issue price
– Related party transactions
• Provide comfort letter on the financial information included in the various versions of
Offer Document
68
Role of the International Legal Counsel
• In a book built IPO, issues are marketed to the QIBs in jurisdictions such as the
United States; Europe, predominantly the UK; Singapore and Hong Kong and India.
– For international marketing, ILC advises on local securities laws for marketing
the Issue in these jurisdictions
– In order to reduce the liability risk under the US Securities Laws for an Indian
Issue marketed in the US, typically a 10 b 5 opinion is obtained from the ILC
69
Key Activities prior to SEBI Filing
• Company to constitute dedicated “IPO team” with significant time allocation to the
IPO process
• Commence collation of information for the Draft Red Herring Prospectus (RHP) and
the due diligence process based on the list provided by the BRLM and the Legal
Counsel – Setup of Data Room
• Legal Counsels to vet articles and shareholders’ agreement for current regulations &
any changes required in compliance with the listing requirements of the Stock
Exchanges
70
Key Activities prior to SEBI Filing
• Company Board approves the offer and appoints a committee and passes
various resolutions relating to the offer
• Final and signed auditors’ report to be received for the Draft RHP
• Company furnishes all the certificates required prior to filing based on the
formats provided by the BRLM, DLC and ILC
• CEO, CFO, Directors, Selling shareholders sign the draft RHP for filing with
SEBI
71
Accounting Requirements
• Audited Standalone financials for past 5 Financial Years as per Indian GAAP
(restated as required by SEBI)
• Stub Period Accounts: Gap between the date upto the date of the Offer
Document and the last Audited accounts should not exceed 6 months
72
Corporate Governance – Key Points
Corporate Governance
– All members of audit committee shall be financially literate and at least one
member shall have accounting or related financial management expertise
73
Key Disclosure Requirements
• Capital structure (both pre & post-issue) and information regarding major shareholders as well as
Promoters
• Group Companies
74
DRHP to RHP Filing with ROC
• The following are the major stages between DRHP and RHP
– This document which contains the price band is now referred to as RHP and is
filed with the RoC
75
IPO Grading
• SEBI has made mandatory for all the companies who are coming up with an
IPO of its equity shares, to get IPO Grading from at least one of the credit
rating agencies like CRISIL, FITCH, CARE, ICRA etc
Grading Range: 1 – 5
1 – Low Fundamentals
5 – High Fundamentals
76
Valuation methodologies
– P/E
– P/BV
– EV/EBIDTA
• Industry comparables
• DCF methodology is usually not used as a tool for valuation of an IPO. It is only used
as a second check, especially in cases where there are no significant industry
comparables
77
Marketing Strategy
Detailed and clear “investment case” is essential to the success of any equity offering
78
Marketing Strategy (contd . .)
Institutional
Non-Institutional
A wide Pre-marketing &
spectrum of Management
Road shows
marketing
Institutional Mgmt. Meetings and
tools will be
HNI
used to
Analyst Meet
achieve
significant
over
Elements
subscription Retail
from of Marketing
Advertisements
institutional as Strategy Press Meets
well as retail Institutional / Retail
investor
segments Management
Interviews in Press &
Electronic Media
Retail
79
PR & Issue Advertising Campaign
• Press coverage
• Focused coverage including national & regional newspapers
80
Illustrative Pricing and Allocation Strategy
Pricing Factors
Results of Global • Analyze levels of demand and over-subscription at various price levels
Marketing • Assess quality of demand
Pricing Views by • Analyze demand and price views of global leadership investors
Leading Investors • Assess after-market price views
Relative Valuation • Apply IPO discount to secondary multiples of comparable companies
Market conditions • Assess relative performance of Asian, European and US markets
• Assess volatility in various markets
Other Important • Analyze issuer specific objectives
Factors • Allow demand overhang through optimal pricing to ensure after-market performance
Allocation Strategy
Credibility of • Analyze the timing and the pattern of changes in order
Order • Assess investments in comparable markets and companies
• Compare order size
• Assess consistency with the feedback during pre-marketing
Real Level of • Estimate real demand
Interest • Assess levels of price sensitivity
• Assess level of interest through feedback received during management road shows
Likely • Analyze trends during previous offerings
Aftermarket • Assess the expected holding period
Behaviour • Assess preferred shareholding of investors through an analysis of their holdings in
comparable companies
81
Closing activities
• After the closure of the Issue, the final price is determined based on the response received
in the Issue
• The RHP is updated, including the final price and is referred to as the Prospectus which is
filed with the RoC
• The applications received in response to the Issue are processed by the Escrow Bankers to
the Issue and sent to the Registrars
• The Registrars process the applications received by them after which the BRLMs carry out
an inspection at the Registrar’s office
• After implementing the changes suggested by the BRLMs, the Registrars prepare a draft
Basis of Allocation to be submitted to the Stock Exchange for approval
• On receipt of the approval, the funds are transferred from the Escrow A/c to the Issue A/c &
Refund A/c and shares are allotted, demat credit of shares and dispatch of refund orders
and CANs are made
• Final listing applications are filed with the exchanges for obtaining trading permission
82
Key Offer Related Costs
Advertising
Cost
Stock
Exchange & Offer Related Registrar’s
SEBI Costs costs
Payments
Lead Manager
Legal costs
Fees
Traveling
Other than this, refundable deposit to the designated Stock Exchange (1% of the issue size)
83
Q&A
Thank You