Escolar Documentos
Profissional Documentos
Cultura Documentos
• Capital issuance
• Corporate financial services
• Valuations
• Structured financial products
• Due diligence procedures
• Restructuring
• IPO’s and placement of papers
1
SEBI – Market regulator
Functions:
.Issuers status
.Composite issues.
Lock in period
•A pre issue Net worth of at least Rupees One crore in at least three
out of the preceding five years with the minimum requirement to5 be
met for the immediately preceding two years.
• An unlisted company which does not satisfy the above
conditions can make a public issue provided a Public
Financial Institution or a Scheduled commercial bank :
• Has appraised the project and has financed at least 10% of the
cost of the project by way of Equity / Debt.
• Book building made mandatory in respect of IPO’s without
track record including the stipulation that 60% to be alloted to
QIB’s
• The appraising Bank / Institution brings in the money at least
one day before the opening of the public issue.
• Minimum level of public offering has to be at least 10% of post
issue capital.
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PRICING OF SECURITIES BY COMPANIES
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Public Issue By Listed Companies
• Banks / NBFC’s
•Infrastructure Projects 8
Guidelines for Debt Securities
Creation of a Debenture redemption reserve mandatory in the
event maturity in excess of 18 months.DRR aggregating to 50% of
the issue price to be created before redemption commences.
Conversion of Instruments :
• All credit ratings obtained in the last 3 years shall be disclosed in the
offer document.
• All partly paid up shares shall be made fully paid up / forfeited before a
public issue.
• Interest rates & terms of conversion freely determined
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Pre Issue Obligations
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Promoters contribution &Lock in
arrangements
• In a public issue by an unlisted company the promoters contribution
shall be at least 20% of the post issue capital.
• In a public issue by a listed company the promoters shall participate
either to the extent of 20% of the proposed issue or ensure post-
issue holding of 20%.
• In case of any issue to the public promoters equity upto 20% will be
locked in for a period of 3 years from the date of the public issue or
the date of commencement of commercial production which ever is
later..
• In case of public issue by an unlisted company promoters holding in
excess of 20% will be locked in for 1 year.
• Locked in securities can only be pledged with banks & FI’s as
collateral's for loans given to the company.
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DISCLOSURES IN OFFER DOCUMENT
Minimum Subscription Clause
Issue Schedule
Credit Rating
Terms of Issue
Company,Management,project details
Directing and
Co-Coordination activities
Underwriter
Broker
Bankers
Advertising Agency 15
Foreign Direct Investments
• Inward Investments :
• FIPB & Automatic approval routes
• Exemptions for SEZ’s
• ECB’s upto $100 million under automatic route
• RBI delegated to sanction fresh ECB’s up to$100 million
with interest cap of :
Libor +150 for normal projects
Libor + 200 for infrastructure
• RBI delegated authority to approve pre-payments
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• Outward Investments :
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Structured Financial Products
* Economies of scale
* B u y - b a c k o p t i on
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* WTO P r o t o c o l
•Transaction costs and phasing out of intermediaries
- Elimination of licensing has resulted in large size projects which need low
cost means of financing. to ensure project viability
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- No voting rights thereby does not result in dilution of control
Indian company will issue shares to custodian in India who will inturn
instruct foreign depository to issue receipts which can be traded since Indian
stocks cannot be traded on international exchanges.
Investor can convert GDR’s into a fixed number of equity shares at any
time.
Trading of depositary receipts outside India will not attract tax liability in
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India.
FCCB’s
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REEDEMPTION OF PART ‘B’ OF RS. 40/-
PRINCIPAL INTEREST
TOTAL
6TH YEAR 10 10 20
7TH YEAR 15 15 30
8TH YEAR 15 15 30
--------
80
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Warrants:
Two freely tradable warrants entitling the holder of the warrant
to one equity share per warrant at Rs 20/-.
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Options avaliable
OPTION I :
a) Retain the non convertible portion till maturity.
b) Sell warrants in the market.
OPTION II :
a) Surrender the non convertible portion and get two
equity shares.
b) Surrender the warrants and get 2 equity shares
by paying Rs 20/- per warrant.
OPTION III :
a) Retain the non convertible portion till maturity.
b) Surrender warrants receive 2 equity shares at Rs. 20
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Assumptions
Option I :
Year 1 2 3 4* 5 6 7
cash
flow -20 -10 -30
50 17 25.5 25.5
** (2x20 = Rs. 40/- cost of warrants)
IRR = 16%
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Cash flow (from company point of view)
Year 1 2 3 4 5 6 7
Cash
Flow 20 10 30
+40 -20 -30 -30
Cost of capital = 3%
Option II
year 1 2 3 4 5 6 7
Cash -20 -10 -30 -40
Flow 100 * - - - -
IRR = 26%
* 4 equity shares sold at rs. 25/- each 35
Cash flows (company)
Year 0 1 2 3 4 5 6 7
8
Cash +20 +10 +30 +40
Flow
COC = negative (if one assumes funds collected are
reinvested on short term basis)
Option III
Year 1 2 3 4 5 6 7
Cash -20 -10 -30 -40
Flow 50 17 25.5 25.5
IRR = 17%
Cash flow (company)
(same as option I) 36
Enhanced structure bond
41
Interest rate GOI +1.7% Based on 5 year GOI
per annum yeild
Interest margin depends
upon rating achieved and
timming of the issue
Average spread of
corporate paper over
Govt paper has been 90-
170 basis points
All-in-Cost 10.65%-11.2%
43
Secured premium notes
Instrument details
SPN holder exercises the warrant and sells the shares or sells off
the warrant
year 1 2 3 4 5 6
46
Company cash flows
Year 1 2 3 4 5 6 7
Outflow
Cap repayment 75 75 75 75
--------------
Net proceeds Rs. 114.00
--------------
Outflow of 2nd call Rs. 150.
--------------
Net flow (35.50)
48
Warrants
Characteristics of warrants
- Exercise price
- Exercise ratio
- Expiration date
- Detachability
50
Exchangeables
• Optional convertible debenture gets converted into equity shares
of another company..
• Conversion price will always be higher than current market price
of the other company since investor has a dual stream of return.
• Reduces cost of borrowing for issuer of exchangeable and tax
efficient in case the equity shares of the other company are held
by him in his portfolio.
• Investor who does not opt for conversion will get exchangeable
redeemed by the issuer .
• Ideal for companies which are highly levered and have high
interest costs.
• Exchangeables are linked to emerging / growth stocks
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Derivative linked Bonds
• Under lying derivative could be Metal price on
LME
• Minimum & Maximum off take gurantee
• Cap & Collar on derived price
• Helps in reducing risk for balance financing if
minimum off take qty at collar price ensures
breakeven
• Non recourse balance sheet financing
• Ensures forward sale of commodity
52
Due diligence procedures
.BACKGROUND
•Brief history of the Company from its incorporation until the present
day including the date of listing of the Company’s shares and any
business landmarks including it’s subsidiaries.
53
.STRATEGIC PLANS
•.Any material changes that may occur in the next several years in its
key market(s) and how is the Company positioned to deal with these
changes?
•The major factors affecting the Company’s business over the last
three years (such as wage rises, exchange rate movements, market
changes etc.) How well is the Company positioned to hedge against the
effects of a recession or adverse business conditions – international
and domestic?
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PRODUCTS
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BUSINESS & MARKETING STRATEGY
. Analysis of major political, demographic, economic, seasonal
and environmental factors that impact the business prospects
•.Relative change in valuation of the rupee Vis-à-Vis the export
currency
•.Indian interest rates and availability of financing
•.Growth of the Indian economy
Analysis of operating and financial measures the Company has
adopted or plans to adopt for minimizing the impact of the
above on its business prospects and profitability.
•.Quantification of the impact of these factors on the
Company’s profitability.
•.Analysis of the recent trends in the Company’s sales and
profitability. Is there any element of seasonality in the revenue
of the Company?
•.Analysis of the Company’s marketing strategy for major
products, and major markets and customer groups. 58
•Anticipated changes in the Company’ product mix over the next
several years. What are the factors that will drive these changes?
59
.CUSTOMER & DISTRIBUTION NETWORK
•.A profile of the market share position attained by the Company in its
major products and also that of its major competitors
61
.MANUFACTURING
•Details of the names and titles of directors and key senior executives.
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.FINANCE
•.Are there any loans or other credit arrangements currently under re-
negotiation/ renewal? If so, what are the Company’s expectations on
the outcome of these negotiations?
•.How does the level of the Company’s debt compare with industry
norms?
66
•.What is the sensitivity of the Company’s operations to changes in
inflation, interest rates and tax rates?
•Analysis of share price movements over the last three years (highs and
lows per quarter)
67
.ACCOUNTING
•Analyse the audited financial statements and notes thereto for the last
five years. Please include divisional information, if available.
•.What are the Company’s revenue recognition policies for its major
revenue categories?
•Details of the Company’s capital expenditure over the last five years
and the Company’s current capital expenditure projects.
•.What does the Company see as material changes that may occur in
the regulatory environment that can materially impact its operation..
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.STAFF & LABOUR RELATIONS
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