Sub Section‐ I Issues by Indian Companies in India This sub‐section attempts to cover the basic concepts and questions related to issuance of securities by unlisted Indian companies1 offering the shares to public and by listed Indian companies2. For full particulars of laws governing primary markets, please refer to the Acts/Regulations/Guidelines appearing in the Legal Framework Section . FAQs are presented under following 12 broad headings. 1. Different kinds of issues 2. Types of offer documents 3. Issue requirements 4. Pricing of the issue 5. Understanding book building 6. Investment in Public/Rights issues 7. Categories of Investors 8. Intermediaries involved in the issue process 9. Guide to understand an offer document 10. SEBI’s role in an issue 11. New terms 12. Additional information
“Unlisted Company” means a company which is not a listed company. “Listed Company” means a company which has any of its securities offered through an offer document listed on a recognized stock exchange and also includes Public sector Undertakings whose securities are listed on a recognized stock exchange.
1. Different kinds of issues What are the different kinds of issues which can be made by an Indian company in India? Primarily, issues made by an Indian company can be classified as Public, Rights, Bonus and Private Placement. While right issues by a listed company and public issues involve a detailed procedure, bonus issues and private placements are relatively simpler. The classification of issues is as illustrated below: (a) Public issue (i) (ii) Initial Public offer (IPO) Further public offer (FPO)
(b) Rights issue (c) Bonus issue (d) Private placement (i) (ii) Preferential issue Qualified institutional placement
Qualified Institutional Placement
Offer for sale
Offer for Sale
(a) Public issue: When an issue / offer of securities is made to new investors for becoming part of shareholders’ family of the issuer3 it is called a public issue. Public issue can be further classified into Initial public offer (IPO) and Further public offer (FPO). The significant features of each type of public issue are illustrated below: 3
Entity making an issue is referred as “ Issuer”
(i) Initial public offer (IPO): When an unlisted company makes either a fresh issue of securities or offers its existing securities for sale or both for the first time to the public, it is called an IPO. This paves way for listing and trading of the issuer’s securities in the Stock Exchanges. (ii) Further public offer (FPO) or Follow on offer: When an already listed company makes either a fresh issue of securities to the public or an offer for sale to the public, it is called a FPO. (b) Rights issue (RI): When an issue of securities is made by an issuer to its shareholders existing as on a particular date fixed by the issuer (i.e. record date), it is called an rights issue. The rights are offered in a particular ratio to the number of securities held as on the record date. (c) Bonus issue: When an issuer makes an issue of securities to its existing shareholders as on a record date, without any consideration from them, it is called a bonus issue. The shares are issued out of the Company’s free reserve or share premium account in a particular ratio to the number of securities held on a record date. (d) Private placement: When an issuer makes an issue of securities to a ...
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