SEBI?

1. SEBI

3. Price rigging

4. Insider trading

6. SEBI Set up on April 12, 1988 as a non statutory body In 1992 – through SEBI Act –powers to control capital markets were conferred

7. Objectives of SEBI Primary objectives : to promote healthy & orderly growth of securities market & protect investors To maintain steady flow of savings into capital markets To regulate securities market & ensure fair practice by issuers to help them raise resources at minimum cost To promote efficient services by brokers, merchant bankers and other intermediaries to make them professional and competitive

8. Functions of SEBI Regulatory function: Regulation of stock exchanges & other organisations Registration & regulation of stock brokers, sub brokers, merchant bankers, underwriters and other intermediaries Registration & regulation of working of collective investment schemes like mutual funds Prohibition of unfair trade practices , insider trading, substantial acquisition of of shares by companuies

9. Functions of SEBI Development function : Promote investors education Training of intermediaries Conduct research & provide information to market participants Promoting self regulatory organisations

10. Organisation Chapter II of SEBI Act deals with incorporation, administration & management ,…. The Statutory Board consists of six members The chairman & 2 members are to be appointed by the central govt One member by RBI Another two with experience of securities market - to be appointed by central govt

11. Organisation - 4 operational departments Primary market department : all policy matters & regulatory issues relating to primary market, market intermediaries, investors grievances, matters relating to Self Regulatory Organisations (SROs) Issue Management & Intermediaries Department : registration, regulation & monitoring issue related information

12. Operational departments – contd Secondary Market Department : policy & regulatory issues, administration of major stock exchanges,… Institutional Investment Department: framing policy of foreign Institutional investors, mutual funds, membership in international organisations,….

13. Powers of SEBI To call periodical returns from recognised stock exchanges To ask explanation from recognised stock exchanges / their members To direct enquiries on any stock exchange To make / amend by laws of recognised stock exchanges To compel listing of securities by public companies To control * regulate stock exchanges

14. Powers - contd To levy fees or charges for carrying out the purpose of regulations To declare applicability of Sec 17 of Securities contract (Regulation) Act to grant licenses to dealers of securities.

15. SEBI & central Govt Central govt can supersede SEBI board It has the powers to direct SEBI & to call for reports and returns from SEBI SEBI General Fund : used to meet the expenses of SEBI board, pay salaries,… consists of : Grants given by the Central govt Fees & charges collected from stock exchanges

16. Public Issue Corporates may raise capital in the primary market by way of an initial public offer, rights issue or private placement. This Initial Public Offering can be made through the fixed price method, book building method or a combination of both.

17. Fixed price vs Book building method Offer Price at which the securities are offered and would be allotted is made known in advance to the investors Demand for the securities offered is known only after the closure of the issue A 20 % price band is offered by the issuer within which investors are allowed to bid and the final price is determined only after closure of the bidding. Demand for the securities offered , and at various prices, is available on a real time basis on the BSE website during the bidding period.

18. Contd 10 % advance payment is required to be made by the QIBs along with the application, while other categories of investors have to pay 100 % advance 50 % of shares offered are reserved for QIBS, 35 % for small investors and the balance for all other investors. 100 % advance payment is required to be made by the investors at the time of application. 50 % of the shares offered are reserved for applications below Rs. 1 lakh and the balance for higher amount applications.

19. Book Building The process by which an underwriter attempts to determine at what price to offer an IPO based on demand from institutional investors. An underwriter "builds a book" by accepting orders from fund managers indicating the number of shares they desire and the price they are willing to pay. Book-building is the most practical mechanism for the quick and efficient management of mega issues (including offers of sale).

20. Book building Book-building is a mechanism by which the issue price is discovered on the basis of bids received from syndicate members/brokers and not by the issuers/merchant bankers. However, it is felt that this system will be more suited for companies that are in existence for some time as past financial data are available for analysis and there will be awareness of the company, etc. and for Follow on Public Offers (FPO)

21. In India The introduction of book-building in India in 1995 followed the recommendation of an expert committee appointed by SEBI under Y. H. Malegam The committee recommended and SEBI accepted the book building route in Nov 1995

22. BSE – book building BSE offers a book building platform through the Book Building software that runs on the BSE Private network. This system is one of the largest electronic book building networks in the world, spanning over 350 Indian cities through over 7000 Trader Work Stations via leased lines, VSATs and Campus LANS. The software is operated by book-runners of the issue and by the syndicate members , for electronically placing the bids on line real-time for the entire bidding period. In order to provide transparency, the system provides visual graphs displaying price v/s quantity on the BSE website as well as all BSE terminals.

23. Process of book building The Issuer who is planning an offer nominates lead merchant banker(s) as 'book runners'. The Issuer specifies the number of securities to be issued and the price band for the bids. The Issuer also appoints syndicate members with whom orders are to be placed by the investors. The syndicate members input the orders into an 'electronic book'. This process is called 'bidding' and is similar to open auction.

24. Process contd The book normally remains open for a period of 5 days. Bids have to be entered within the specified price band. Bids can be revised by the bidders before the book closes. On the close of the book building period, the book runners evaluate the bids on the basis of the demand at various price levels.

25. Process contd The book runners and the Issuer decide the final price at which the securities shall be issued. Generally, the number of shares are fixed, the issue size gets frozen based on the final price per share. Allocation of securities is made to the successful bidders. The rest get refund orders.

26. red herring prospectus A prospectus that does not have complete particulars on the price of securities offered and the quantum of securities offered. The Concise Oxford Dictionary gives the meaning of `red herring' as a misleading clue or distraction, so named from the practice of using the scent of red herring (a silvery fish) in training hounds.

27. Qualified Institutional Buyer (QIB) Alegal designation assigned to a purchaser of securities who meets a certain minimum level of sophistication, size and market savvy with respect to complicated or risky securities. Issuers and their banks may elect to market private placement, stock or bond offerings only to QIB clients as a means to save time and transaction costs

28. "Qualified Institutional Buyers “are those institutional investors who are generally perceived to possess expertise and the financial muscle to evaluate and invest in the capital markets” --- SEBI

30. Scheduled commercial banks;

31. Mutual funds

32. Foreign institutional investor registered with SEBI

33. Multilateral and bilateral development financial institutions

35. State Industrial Development Corporations

36. Insurance Companies registered with the (IRDA)

37. Provident Funds with minimum corpus of Rs.25 crores

39. QIBs Some of the important terms and conditions were: (a) The option should be available only to issues exceeding Rs. 100 crores; (b) The issuer companies could either reserve the securities for firm allotment or avail themselves of the book-building process' (c) Draft prospectus to be submitted to SEBI could exclude information about the offer price; (d) A book runner to be nominated from among the lead market bankers charged with specific responsibilities and the name submitted to SEB;I and (e) The requirement of 25 per cent of the securities to be offered to the public will be applicable.

40. Some common terms greenshoe - legally called an "over-allotment option" (the only way it can be referred to in a prospectus), gives underwriters the right to sell additional shares in a registered securities offering at the offering price, if demand for the securities exceeds the original amount offered.

41. Greenshoecontd The green shoe can vary in size up to 15% of the original number of shares offered. it is the only SEC -permitted means for an underwriter to stabilize the price of a new issue post-pricing.

42. Broke issue When a public offering trades below its offering price, the offering is said to have "broke issue" or "broke syndicate bid". This creates the perception of an unstable or undesirable offering, which can lead to further selling and hesitant buying of the shares.