Professional Documents
Culture Documents
Module-3-2019
www.bschool.cms.ac.in
Angel, VC, and PE Investing-Case Study
• A mineral water producing company has proposed an
investment of Rs. 50 crores to set up a water bottling plant
including sourcing, packaging and distribution.
• There are four people involved here who can be termed as
promoters. They contribute 5 crore each.
• The remaining money should be raised. They approach a
bank/FI, they receive a loan of Rs. 10 crore.
• How to raise remaining Rs. 20 crore? IPO ? (all other source of
debt funds are exhausted.)
• IPO- stringent procedure, lengthy processes, High fees, can
not get through SEBI norms as start up company. www.bschool.cms.ac.in
Angel Investors
• Angel Investors could be an individual or a
group of individuals with similar objectives
who invest small amounts (in lakhs) and start
mentoring/incubating process over a period of
time (may be 2 to 3 years) ready the business
for the next big round of funding.
• E.g. Your parents, Your uncle, Your Education
Institute
www.bschool.cms.ac.in
Venture Capital Companies
• VC companies are professional institutions that support the
innovative projects and promising business ideas through raising
funds from risk taking investors. They are the lifeline for
entrepreneurs and start-up companies that struggle for funds.
• E.g. Google, Facebook, Ola cabs, Zoomin cabs, Android App, Café
Caffee Day are examples of innovative businesses.
• E.g. ICICI Venture fund, UTI Venture funds management, Can bank
Venture fund.
• E.g. SKS Micro finance, Just Dial, Bigbasket.com, Redbus.in,
Flipkart.com funded by VC.
• VC companies invest in risky businesses or projects which may be
innovative where traditional banks or FI would have rejected.
www.bschool.cms.ac.in
Differentiate between Angel and VC investing
Angel Investing VC Investing
• Typical wealthy individuals • VCs invest other investors’
• Invest their personal money money
• Raise funds from risky investors
• Small amount (in lakhs)
• Invest high amount (in crores)
• Will not be on the board of
• Involve in business by
company becoming board members
• Takes mentoring role • Guide through taking decision
• working hard in initial • Drives business for revenue &
stages profit exits
www.bschool.cms.ac.in
Private equity investors (PE investors)
• PE investors invest into a business at the later
stages/matured stage of a business.
• They invest in existing companies with existing
products and proven cash-flows.
• They try to restructure the existing business by
trying to optimize the performance.
• They even would be largely instrumental in
transforming companies on the brink of
bankruptcy into profitable enterprises.
www.bschool.cms.ac.in
www.bschool.cms.ac.in
Exit route for VC/PE companies
• Companies eventual IPO (offer for sale) or
• offering their stake to the promoters through buy-back
arrangement
• Strategic stake sale to another investors e.g. Private
Equity Investors.
Sources of Finance
Equity Debt
• Equity • Bonds
• Preference • Term loans
• Internal • Working capital advances
accruals • Miscellaneous sources
www.bschool.cms.ac.in
Basic Differences between Equity and Debt
Equity Debt
Equity shareholders have a Creditors (suppliers of debt) have a
residual claim on the income and fixed claim in the form of interest
the wealth of the firm. and principal payment.
Dividend paid to equity Interest paid to creditors is a tax
shareholders is not a tax deductible payment.
deductible payment.
Equity ordinarily has indefinite Debt has a fixed maturity.
life.
Equity investors enjoy the Debt investors play a passive role –
prerogative to control the affairs of course, they impose certain
of the firm. restrictions on the way the firm is run
to protect their interest.
www.bschool.cms.ac.in
Objective of SEBI
• Readily available
• No dilution of control
Cons
• Right to Income
• Right to Control
• Pre-emptive Right
• Right in Liquidation
www.bschool.cms.ac.in
Shareholder Voting
www.bschool.cms.ac.in
Methods of Offering
www.bschool.cms.ac.in
Initial Public Offering (IPO)
The first public offering of equity shares of a company, which is
followed by a listing of its shares on the stock market, is called the IPO
Benefits Cost
www.bschool.cms.ac.in
The IPO Process
www.bschool.cms.ac.in
Seasoned Equity Offering
For most companies their IPO is seldom their last public issue. As
companies need more finances, they are likely to make further trips to
the capital market with seasoned equity offerings, also called secondary
offerings.
While the process of a seasoned equity offering is similar to that of an
IPO, it is much less complicated. The company may employ the
merchant bankers who handled the IPO. Further, with the availability of
secondary market prices, there is no need for elaborate valuation.
Finally, prospectus preparation and road shows can be completed with
less effort and time than required for the IPO.
www.bschool.cms.ac.in
Summary Comparison of the Various Methods
Public Rights Private
Preferential
Issue Issue Placement Allotment
perception www.bschool.cms.ac.in
introduction
• Securities are traded after being initially offered to the public
in the primary market and/or being listed on the stock
exchange.
• The stock exchanges provides trading platform and for
clearing and settlement as prescribed by SEBI.
• Two mediums- OTC and exchange-traded market.
• The OTC market are the informal markets where trade are
negotiated. E.g. government securities
• Exchange-traded market- floor traders execute their
transactions behalf of their clients.
• Video- Floor Trading
www.bschool.cms.ac.in
Main objectives of NSE
• To provide nation wide equal access and fair, efficient,
completely transparent securities trading system (fully
automated electronic screen based trading system).
• To provide shorter settlement cycles and book entry
settlement system.
• To bring Indian stock market in line with the
International markets
• To promote the secondary debt instruments such as
government and corporate bonds.
www.bschool.cms.ac.in
Over the counter exchange of India (OTCEI)
www.bschool.cms.ac.in
IPO
www.bschool.cms.ac.in
FPO
• Fresh issue of shares by an already-listed company is called a
Follow-on Public Offer (FPO).
• Typically, when a company requires capital for its
growth/expansion or it wishes to increase the market float, but
does not wish to reach its existing shareholders for a variety of
reasons (the existing shareholders may not be interested, the base
of existing shareholders is small to be able to meet the company’s
capital requirements, the promoters are not in a position or are
not interested in maintaining their stake which is accomplished
through a rights offer, it makes a follow-on public offering.
• The Government uses the FPO route to divest part of its
shareholding.
www.bschool.cms.ac.in
IPO
• Unlisted issuer making public issue
i) Entry Norm I (Profitability Route)-
• Net tangible assets of at least 3 crores in each of the preceding 3 full
years.
• Distributable profits in at least 3 of the immediately preceding 3 full
years.
• Net worth of at least 1 crore in each of the preceding 3 full years.
• If the company has changed its name within the last 1 year, at least
50 percent revenue for the preceding 1 year should be from the
activity suggested by new name.
• The issue size does not exceed five times the pre-issue net worth as
per the audited balance sheet of the last financial year.
www.bschool.cms.ac.in
IPO
ii) Entry Norm (QIB route)
• Issue shall be through book-building route, with
at least 50 percent to be mandatory allotted to
the qualified institutional buyers (QIBs).
• The minimum post-issue face value capital shall
be 10 crores or there shall be a compulsory
market-making for at least 2 years.
www.bschool.cms.ac.in
IPO
iii) Entry Norm (appraisal route)
• The project is appraised and participated to the extent of 15
percent by financial institutions/banks of which at least 10
percent comes from the appraiser.
• The minimum post-issue face value capital shall be 10 crores
of there shall be a compulsory market-making for at least 2
years.
www.bschool.cms.ac.in
FPO
i) If the company has changed its name within
the last 1 year, at least 50 percent revenue for
the preceding 1 year should be from the
activity suggested by the new name.
ii) The issue size does not exceed five times the
pre-issue net worth as per the audited
balance sheet of the last financial year.
www.bschool.cms.ac.in
Pathshala- MHRD Project
• https://www.youtube.com/watch?v=j-
MLw9mLblc
www.bschool.cms.ac.in
Types of Issues: Fixed Price & Bookbuilding
www.bschool.cms.ac.in
Price Discovery through Book-building
Process
• “Book Building” means a process undertaken by which a
demand for the securities proposed to be issued by a body
corporate is elicited and 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.
www.bschool.cms.ac.in
Price Discovery through Book-building
Process
• A company planning an IPO/FPO appoints a merchant
bank as a book runner.
• A particular time frame is fixed as the bidding period.
• The book runner then builds an order book that collates
bids from various investors. Potential investors are allowed
to revise their bids at any time during the bidding period.
At the end of bidding period the order book is closed and
consequently the quantum of shares ordered and the
respective prices offered are known. The determination of
final price is based on demand at various prices.
www.bschool.cms.ac.in
Book building has become the preferred
route of raising capital
www.bschool.cms.ac.in
BookBuilding
Open Bookbuilding
In book-built issues, it is mandatory to have an online display of the demand and bids during the bidding period.
This is known as open book system. (Under closed book building, the book is not made public and the bidders
have to take a call on the price at which they intend to make a bid without having any information on the bids
submitted by other bidders). As per SEBI, only electronic facility is allowed to be used in case of book building
• PriceBand
The offer document may have a floor price for the securities or a price
band within which the investors can bid. The spread between the floor
and the cap of the price band can not be more than 20%. In other words,
it means that the cap should not be more than 120% of the floor price.
The company decides the price band in consultation with the investment
bankers, and typically after undertaking a pre-marketing exercise with
some leading QIBs.
www.bschool.cms.ac.in
Qualified Institutional Buyers (QIBs)
QIBs are those institutional investors who are perceived to possess expertise and the financial strength to evaluate and invest in the
capital markets. A QIB is defined by SEBI as
a)
public financial institution as defined in section 4A of the Companies Act, 1956;
b)
scheduled commercial banks;
c)
mutual funds;
d)
foreign institutional investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual) registered with SEBI;
e)
multilateral and bilateral development financial institutions;
f)
venture capital funds registered with SEBI.
g)
foreign venture capital investors registered with SEBI.
h)
state Industrial Development Corporations.
i)
insurance Companies registered with the Insurance Regulatory and Development Authority (IRDA).
j)
provident Funds with minimum corpus of Rs. 25 crores
k)
pension Funds with minimum corpus of Rs. 25 crores)
l) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the
Gazette of India
m)
insurance funds set up and managed by army, navy or air force of the Union of India
n)
Insurance funds set up by Department of Posts, India such as Postal Life Insurance Fund (PLIF) and Rural Postal Life Insurance Fund (RPLIF)
www.bschool.cms.ac.in
Applications Prerequisites
www.bschool.cms.ac.in
Merchant Banker
• LM/ BRLM
• Underwriting
• RTA-Registrars & Transfer Agent
• Bankers
• Compliance Officers
• Syndicate members
• Rating/ Grade Agencies -1,2,3,4&5
• Distributors/Advisors/Stock Brokers/Sub-brokers
www.bschool.cms.ac.in
ICDR
• Issue of Fresh issue of Equity
• Offer for sale-Justdial-2013,Promoters stake
• Both—Café Coffeee day, Ujjivan financial
services
www.bschool.cms.ac.in
Secondary market
• Securities are traded after being initially offered to the
public in the primary market and/or being listed on the
stock exchange.
• The stock exchanges provides trading platform and for
clearing and settlement as prescribed by SEBI.
• Two mediums- OTC and exchange-traded market.
• The OTC market are the informal markets where trade
are negotiated. E.g. government securities
• Exchange-traded market- floor traders execute their
transactions behalf of their clients.
www.bschool.cms.ac.in
Indian stock exchanges
• There are 20 organized stock exchanges in India. Among them 3 are
national and rest are Regional stock exchanges (RSEs).
• Mainly NSE and BSE.
• BSE- established as “The Native share & Stock Brokers Association” in
1875. Asia’s first stock exchange. Popular equity index is S&P BSE
SENSEX- India’s most widely traded benchmark index.
• NSE- incorporated in November 1992 as a tax-paying company. Its
network is expanded to more than 1500 locations that supports 2,30,000
terminals. Two segments: Wholesale debt market segment (WDMS)
which caters to banks, FIs and other institutional participants to trade of
PSU bonds, Govt. securities, CPs, CDs, call money etc. Capital Market
segment (CMS) which deals in equities, convertible debentures etc.
www.bschool.cms.ac.in
Investors in the market
traders investors
• Short investment horizon • Long term investment horizon
• Max. returns through buy and • Max. returns through buy and
sale hold
• Take advantage of fluctuation in • Take advantage of
the price fundamental factors like PE
• Follows technical analysis ratio, market risk, dividends.
• Four types: Position traders • Follows fundamental analysis
(months to year); Swing trader • Retail/individual investors and
(days to weeks); Day trader
institutional investors- DII and
(throughout a day); scalp trader
FIIs
( seconds to minutes).
www.bschool.cms.ac.in
STOCK MARKET INDICES
• Performance of individual investor, market rates of
return, predict market movements
• Factors- base year-normal, sample-representative of
population
• Weighing criteria- equally weightes,price weighted, mkt
value weighted,free float market value weighted series
• International Securities Identification Number (ISIN) is a
code that uniquely identifies a specific securities issue
• https://www.bseindia.com/stock-share-price/state-bank-o
f-india/sbin/500112
/
www.bschool.cms.ac.in
Listing of securities
• Companies Act, 2013
• SCRA-1956
• Security groupings
• BSE-A,B,T &Z
• NSE-I,II&III
• Large cap stocks –more than1000 crores
• Mid-cap -200cr-1000 cr
• Smallcap-20 cr-200 cr
• https://
www.sharekhan.com/market/market-indices/indices/india
n-indices
www.bschool.cms.ac.in
www.bschool.cms.ac.in
www.bschool.cms.ac.in
Trading system
• Time conditions
– Day order
– Good Till Cancelled
– Good Till Days/Date-
– Immediate or Cancel-IOC
– Price Conditions
Limit Price/ORDER
Market price/order
Stop loss Price order
Quantity conditions-Disclosed quantity
www.bschool.cms.ac.in
Margin Trading
• Initial margin =
• Amount of money investor puts up/Total
value of transaction
• Actual margin =
current value of securities- Amount
borrowed/ current value of securities
Margin call Price =
Amount borrowed/No of shares(1-MM%)
www.bschool.cms.ac.in
• CMP- Rs100
• Investor wants to buy 100 shares
• Initial margin-50%
• Maintenance margin-30%
• TV=Rs 100*100 =Rs 10,000
• IM= Rs 5000,borrowedmoney =Rs 5000
• A) CMP-Rs 90
• AM = 9000-5000/9000 *100= 44.44%
• B) CMP-Rs 70
• AM =7000-5000/7000*100= 28.57%
• MCP= Rs 5000/ 100(1-0.30)= 71.43Rs
www.bschool.cms.ac.in
www.bschool.cms.ac.in
Margin Trading
Assume the initial margin requirement of 50
percent and a maintenance margin of 30
percent. An investor buys 100 shares of stock on
margin at Rs. 60 per share. The price of the stock
subsequently drops to Rs. 50. Is there a margin
call? On the basis of your result justify your
answer. If your answer is no, then at what
maximum price the investor will get the margin
call
www.bschool.cms.ac.in
SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009,2013
www.bschool.cms.ac.in
Introduction
• Several guidelines have been introduced by SEBI for the
issuance of capital in the market from time to time.
• Earlier, SEBI issued „Disclosure and Investment Protection‟
guidelines, 2000 (DIP, 2000) which was replaced with „Issue
of Capital and Disclosure Requirements‟ 2009 (ICDR, 2009)
and the latest one is the SEBI (ICDR) Second Amendment
Regulations, 2013.
• These guidelines provide the overall framework within
which a company can bring its new issue in the market.
However, the main aim of SEBI (ICDR) regulations is to
provide more secured IPO market to the investors.
www.bschool.cms.ac.in
Angel, VC, and PE Investing-Case Study
• A mineral water producing company has proposed an
investment of Rs. 50 crores to set up a water bottling plant
including sourcing, packaging and distribution.
• There are four people involved here who can be termed as
promoters. They contribute 5 crore each.
• The remaining money should be raised. They approach a
bank/FI, they receive a loan of Rs. 10 crore.
• How to raise remaining Rs. 20 crore? IPO ? (all other source of
debt funds are exhausted.)
• IPO- stringent procedure, lengthy processes, High fees, can
not get through SEBI norms as start up company.
www.bschool.cms.ac.in
Angel Investors
• Angel Investors could be an individual or a
group of individuals with similar objectives
who invest small amounts (in lakhs) and start
mentoring/incubating process over a period of
time (may be 2 to 3 years) ready the business
for the next big round of funding.
• E.g. Your parents, Your uncle, Your Education
Institute
www.bschool.cms.ac.in
Venture Capital Companies
• VC companies are professional institutions that support the
innovative projects and promising business ideas through raising
funds from risk taking investors. They are the lifeline for
entrepreneurs and start-up companies that struggle for funds.
• E.g. Google, Facebook, Ola cabs, Zoomin cabs, Android App, Café
Caffee Day are examples of innovative businesses.
• E.g. ICICI Venture fund, UTI Venture funds management, Can bank
Venture fund.
• E.g. SKS Micro finance, Just Dial, Bigbasket.com, Redbus.in,
Flipkart.com funded by VC.
• VC companies invest in risky businesses or projects which may be
innovative where traditional banks or FI would have rejected.
www.bschool.cms.ac.in
Differentiate between Angel and VC investing
www.bschool.cms.ac.in
Private equity investors
(PE investors)
• PE investors invest into a business at the later
stages/matured stage of a business.
• They invest in existing companies with existing
products and proven cash-flows.
• They try to restructure the existing business by
trying to optimize the performance.
• They even would be largely instrumental in
transforming companies on the brink of
bankruptcy into profitable enterprises.
www.bschool.cms.ac.in
www.bschool.cms.ac.in
Exit route for VC/PE companies
• Companies eventual IPO (offer for sale) or
• offering their stake to the promoters through buy-back
arrangement
• Strategic stake sale to another investors e.g. Private
Equity Investors.
www.bschool.cms.ac.in