Sie sind auf Seite 1von 17

Appendix A: IPO Process

Overview of the Issue Process


Overview of Statutory framework for an IPO

-
-

-
-

-
-

-
-
Regulatory Restrictions

25
Timetable: Domestic Equity Offering through Book Building
Critical Steps to Achieve the Timeline
Establish
Establishan anIPO
IPO Establish dedicated IPO cell consisting of 3 – 5 people
Cell
Cell Concerned officers should be able to access information from relevant departments

Company Disclosures
Commence
Commencework
workonon Finalization and audit of accounts and preparation of the draft Offer Document should
Draft
DraftRed
RedHerring
Herring happen simultaneously
Prospectus
Prospectus Recasting of last five years’ accounts as per SEBI requirements should also happen
simultaneously

Legal Advisor’s role is to compile and vet the list of outstanding litigations and statutory
Appoint
Appoint offences and provide a comfort letter
Legal
LegalAdvisors
Advisors All critical disclosures have to be signed off by the Legal Advisor

Audited statements contained in the offer document should not be more than 6 months
Audited old from the SEBI filing date and the issue opening date
AuditedFinancial
Financial
Statement Accounts have to be recast for last 5 years for any changes in accounting policies,
Statement
auditors qualifications, etc.
On filing, the draft Red Herring Prospectus is under the public domain and can be
downloaded from the SEBI website
SEBI Guidelines require an issue to open within 3 months from the date of issuance of
observations by SEBI
Preparing for IPO - Regulatory
Preparing for IPO – Financial Statements
Preparing for IPO – Capital Structuring
Preparing for IPO – Enhancing Corporate Visibility
Recent Changes by SEBI in IPO Process
Intermediaries
Assist in appointment of all intermediaries
Detailed valuation and advice on pricing
Conduct due diligence and finalise disclosure in Offer Documents
Assist in drafting of Prospectus
Prepare company presentations for analysts, syndicate sales force,
roadshow and other meetings; publish research reports
Coordinate with syndicate on publication of research reports
Prepare and implement marketing strategy
Pre-marketing; Arrangements for roadshow / investor meetings and
presentations
Distribution / selling of the issue
Interface compliance with SEBI / Stock Exchange / other legal authorities
for the domestic offer
Co-ordination with retail brokers
Allocation of shares post-issuance
Co-ordination for listing and other post-issue formalities
Overall Issue co-ordination
Intermediaries (Cont’d.)
Legal due diligence
Drafting the Offer Document
Advising research, guidelines, etc.
Advice on syndicate agreement, underwriting agreement
Ensuring overall compliance with regulatory guidelines

Reviewing and auditing financials and preparing financial statements as


per DIP Guidelines for inclusion in the Prospectus

Receiving applications from prospective investors/bankers/brokers


Managing data on applications received and working with the Company and
Investment Banks to identify successful shareholders
Reconciliation between application forms, book and bankers’ statements
Co-ordinating with the Company and the Bankers regarding collections,
Refunds, despatch of shares
Securing allocation approval from Stock exchanges
Intermediaries (Cont’d.)

Bulk printing of the Red Herring prospectus and application forms


Ensuring timely dispatch and distribution of stationery to all centers

Managing the logistics of depositing the application;


Reconciliation of the cheques deposits with the applications received by
the Registrar
Issue Provisional and Final certificates

Advising the Company and Investment Banks on formulation and


execution of the Media and PR Strategy
Assisting the Company and Investment Banks for statutory
advertisements
Organizing the Road Shows
Ensure adequate coverage of IPO and positive news flow
Due Diligence – Process Overview
Offer Document – Three Distinct Sections
Reservations and Firm Allotment

Permanent employees (not exceeding 10% of Permanent employees (not exceeding


the issue) 10% of the issue)
Indian Mutual Funds Indian Mutual Funds
Foreign Institutional Investors Foreign Institutional Investors
NRI investors NRI investors
Indian and Multilateral Development Financial Indian and Multilateral Development
Institutions Financial Institutions
Scheduled Banks Scheduled Banks