Description
Structure of Merchant Banking industry- Current Developments in Merchant Banking in India and abroad, Underwriting- Pricing of Capital Issues-Marketing of Capital Issues, Other services rendered by Merchant bankers-Corporate Advisory Services--Loan Syndication- Mergers & acquisitions- Code of Conduct for Merchant Bankers.Regulation of Merchant Banking activity in India.
? Scope of Merchant Banking; ? Structure of Merchant Banking industry- Current Developments in Merchant Banking in India and abroad-Primary Markets? SROs? Underwriting- Pricing of Capital Issues-Marketing of Capital Issues? Other services rendered by Merchant bankersCorporate Advisory Services--Loan SyndicationMergers & acquisitions? Code of Conduct for Merchant Bankers. ? Regulation of Merchant Banking activity in India.
Merchant Banker
Advisory
Market Operations
Issue Management
Non Fund Financial Services
Counseling
Capital Structuring
Project Appraisal
Issue Evaluation and Counseling
Operations Connected with
Takeovers
Buyback
Delisting
Market making
Lead Management
Equity
Debt
IPOs
FPOs
Bonds & Debentures
Structured Debt Products
Rights Issues
Offers for Sale
Resource Mobilisation
Project Report
Project Appraisal
Loan Syndication
Structuring Financial Products
Private Placement (Debt & Equity)
? ? ? ?
Pre Issue Obligations Inter-se Allocation of Duties Post Issue Obligations Difference between Public and Rights Issues
? ? ? ?
Transition from Fee Based to Fund Based Precautions while underwriting SEBI Regulations The Future of underwriting
?
? ? ? ?
Corporate Proliferation leading to Mergers and Takeovers Types of Mergers Types of Takeovers Role of Merchant Banker in Takeovers The Takeover Code 1997
? ? ?
Amendments to Company Law Roll of Merchant Banker Buy Back Routes
? ? By Tender From Open Market
?
?
? ? ? ?
SEBI Guidelines for Disclosure and Investor Protection SEBI (Stock Brokers/Sub Brokers) Regulation1992 SEBI (Insider Trading) Regulations 1992 SEBI (Merchant Bankers) Regulations 1992 SEBI (Portfolio Managers) Regulations 1993 SEBI (Mutual Funds) Regulations 1993
?
? ? ? ?
?
SEBI (Registrars to an Issue and Transfer Agents) Regulations 1993 SEBI (Underwriters )Regulations 1993 SEBI (Debenture trustees) Regulations 1993 SEBI (Bankers to an Issue) Regulations 1994 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997 SEBI (Buy Back of Securities) Regulations 1998
15
? ? ?
Underwriting Evolution of Prewriting Transition of Prewriting into Book Building
?
?
?
?
?
Risks involved in Greenfield Issues Misuse of Institutional Appraisal Mechanism Assessment of the Intrinsic Value of a scrip Market Appraisal and Price Discovery Market Empowerment
?
?
?
?
Transition from a retail base to an institutional base Institutions better equipped to analyse the worth of scrip Issue fails if QIBs do not subscribe 60% Risk to Retail investor reduced
?
? ?
?
?
?
Book Running Lead Manager Syndicate Member Sub-Syndicate Member Registrar Escrow Banker (optional) QIBs
?
Investment Appetite is Dependent on the following
? Alternate Investment Avenues ? Market Sentiments ? Industry Specific Factors ? Company Specific Factors ? Liquidity Position of the Institutions ? Portfolio Position of the Institutions
?
? ?
?
?
Book Built portion is kept open for ordering BRLM keeps the Book Ascertainment of the Optimum price at which the issue quantum is met BRLM and the company decide the optimum price The Discovered (Cut Off) Price is announced
?
?
Book Built (Placement) Portion ? Preparation of Red Herring ? Filing with SEBI without Price/Quantum ? Ascertainment of Market Appetite ? Bidding, Price Discovery ? Allocation ? Underwriting ? Filing with ROC Net Offer to the Public Portion ? Allotment/Refund
?
?
?
?
?
Ascertaining the Market Appetite Indicative Price Banding Collection of Bids Updating the book by BRLM Price Discovery
Book Building
Collection of Bid amount
Price Discovery
Allocation
Issue of Confirmation of Allocation Note
Refund of Excess bid amounts
Filing of Prospectus with ROC
Deemed Allotment
Fixed Price Issue
?
?
? ?
?
Escrow banker may be appointed SEBI Guidelines do not require this The upfront margin decided by the BRLM The balance of money to be paid by the bidder on allocation Refund of excess application money after allotment
Bidding Opens
Submissions of bids by the bidders Acceptance by the Syndicate member Real-time display of demand depth Revision of Bids Allocation Refund of excess bid amounts Listing at stock exchange Registration with a specific terminal Acknowledgement of Bids Payment to escrow account Price Discovery Issue of CAN Allotment Trading
Applications
Syndicate member
Banking of app.
Bank
Investor
DP
F o r w a r d
NSE/ BSE REGISTRAR
DEPOSITORY
Allocation process
BRLM
Sequence of events
Due Diligence exercise Filing of Draft Red Herring Prospectus with SEBI Bidding Process Price Discovery & Allocation
Filing of Prospectus with ROC
Refund of excess order money Public offer at the discovered price Allotment & Listing
?
?
?
? ?
Network Connectivity between Syndicate Member & Exchanges providing the bidding facility Online Electronic Bidding Facility Real-time Demand Position Online Revision of Bids Automatic Generation of Transaction Registration Slips
? ? ? ?
Heavy Dependence on Institutional Investing Retail Base will be reduced Wide- Holding Restricted Wholesale Marketing Required
? ? ? ?
? ?
Failure of Issue is Ruled Out Market Determined Optimum Pricing Justifiable Scrip Valuation Servicing of Members Easier in the Wholesale Segment Quicker Issue Process Transparent Dealings
doc_803845552.pptx
Structure of Merchant Banking industry- Current Developments in Merchant Banking in India and abroad, Underwriting- Pricing of Capital Issues-Marketing of Capital Issues, Other services rendered by Merchant bankers-Corporate Advisory Services--Loan Syndication- Mergers & acquisitions- Code of Conduct for Merchant Bankers.Regulation of Merchant Banking activity in India.
? Scope of Merchant Banking; ? Structure of Merchant Banking industry- Current Developments in Merchant Banking in India and abroad-Primary Markets? SROs? Underwriting- Pricing of Capital Issues-Marketing of Capital Issues? Other services rendered by Merchant bankersCorporate Advisory Services--Loan SyndicationMergers & acquisitions? Code of Conduct for Merchant Bankers. ? Regulation of Merchant Banking activity in India.
Merchant Banker
Advisory
Market Operations
Issue Management
Non Fund Financial Services
Counseling
Capital Structuring
Project Appraisal
Issue Evaluation and Counseling
Operations Connected with
Takeovers
Buyback
Delisting
Market making
Lead Management
Equity
Debt
IPOs
FPOs
Bonds & Debentures
Structured Debt Products
Rights Issues
Offers for Sale
Resource Mobilisation
Project Report
Project Appraisal
Loan Syndication
Structuring Financial Products
Private Placement (Debt & Equity)
? ? ? ?
Pre Issue Obligations Inter-se Allocation of Duties Post Issue Obligations Difference between Public and Rights Issues
? ? ? ?
Transition from Fee Based to Fund Based Precautions while underwriting SEBI Regulations The Future of underwriting
?
? ? ? ?
Corporate Proliferation leading to Mergers and Takeovers Types of Mergers Types of Takeovers Role of Merchant Banker in Takeovers The Takeover Code 1997
? ? ?
Amendments to Company Law Roll of Merchant Banker Buy Back Routes
? ? By Tender From Open Market
?
?
? ? ? ?
SEBI Guidelines for Disclosure and Investor Protection SEBI (Stock Brokers/Sub Brokers) Regulation1992 SEBI (Insider Trading) Regulations 1992 SEBI (Merchant Bankers) Regulations 1992 SEBI (Portfolio Managers) Regulations 1993 SEBI (Mutual Funds) Regulations 1993
?
? ? ? ?
?
SEBI (Registrars to an Issue and Transfer Agents) Regulations 1993 SEBI (Underwriters )Regulations 1993 SEBI (Debenture trustees) Regulations 1993 SEBI (Bankers to an Issue) Regulations 1994 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997 SEBI (Buy Back of Securities) Regulations 1998
15
? ? ?
Underwriting Evolution of Prewriting Transition of Prewriting into Book Building
?
?
?
?
?
Risks involved in Greenfield Issues Misuse of Institutional Appraisal Mechanism Assessment of the Intrinsic Value of a scrip Market Appraisal and Price Discovery Market Empowerment
?
?
?
?
Transition from a retail base to an institutional base Institutions better equipped to analyse the worth of scrip Issue fails if QIBs do not subscribe 60% Risk to Retail investor reduced
?
? ?
?
?
?
Book Running Lead Manager Syndicate Member Sub-Syndicate Member Registrar Escrow Banker (optional) QIBs
?
Investment Appetite is Dependent on the following
? Alternate Investment Avenues ? Market Sentiments ? Industry Specific Factors ? Company Specific Factors ? Liquidity Position of the Institutions ? Portfolio Position of the Institutions
?
? ?
?
?
Book Built portion is kept open for ordering BRLM keeps the Book Ascertainment of the Optimum price at which the issue quantum is met BRLM and the company decide the optimum price The Discovered (Cut Off) Price is announced
?
?
Book Built (Placement) Portion ? Preparation of Red Herring ? Filing with SEBI without Price/Quantum ? Ascertainment of Market Appetite ? Bidding, Price Discovery ? Allocation ? Underwriting ? Filing with ROC Net Offer to the Public Portion ? Allotment/Refund
?
?
?
?
?
Ascertaining the Market Appetite Indicative Price Banding Collection of Bids Updating the book by BRLM Price Discovery
Book Building
Collection of Bid amount
Price Discovery
Allocation
Issue of Confirmation of Allocation Note
Refund of Excess bid amounts
Filing of Prospectus with ROC
Deemed Allotment
Fixed Price Issue
?
?
? ?
?
Escrow banker may be appointed SEBI Guidelines do not require this The upfront margin decided by the BRLM The balance of money to be paid by the bidder on allocation Refund of excess application money after allotment
Bidding Opens
Submissions of bids by the bidders Acceptance by the Syndicate member Real-time display of demand depth Revision of Bids Allocation Refund of excess bid amounts Listing at stock exchange Registration with a specific terminal Acknowledgement of Bids Payment to escrow account Price Discovery Issue of CAN Allotment Trading
Applications
Syndicate member
Banking of app.
Bank
Investor
DP
F o r w a r d
NSE/ BSE REGISTRAR
DEPOSITORY
Allocation process
BRLM
Sequence of events
Due Diligence exercise Filing of Draft Red Herring Prospectus with SEBI Bidding Process Price Discovery & Allocation
Filing of Prospectus with ROC
Refund of excess order money Public offer at the discovered price Allotment & Listing
?
?
?
? ?
Network Connectivity between Syndicate Member & Exchanges providing the bidding facility Online Electronic Bidding Facility Real-time Demand Position Online Revision of Bids Automatic Generation of Transaction Registration Slips
? ? ? ?
Heavy Dependence on Institutional Investing Retail Base will be reduced Wide- Holding Restricted Wholesale Marketing Required
? ? ? ?
? ?
Failure of Issue is Ruled Out Market Determined Optimum Pricing Justifiable Scrip Valuation Servicing of Members Easier in the Wholesale Segment Quicker Issue Process Transparent Dealings
doc_803845552.pptx