Posts Tagged ‘Sebi’

Weekly Update 13th – 17th December 2010

The fall in the domestic markets in the week gone by was really painful. The fall was seen across the board; both mid and small size company stocks were heavily punished. SEBI probed in some companies for price rigging reignited the concerns that there may be some cases which are yet to come.

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On the global front, thiswas the week when most of the major developed markets along with the emerging economies closed in positive. The disconnect reveals that overhand in the markets was more related to domestic issues only.U.S. economic data is continuing to point out that environment over there is improving. A consumer sentiment that reflects the strength of consumer spending rose six months high to 74.2 in the first half of December from 71.6 at the end of November.

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U.S. trade deficit in October shrank more that expected to $38.7 billion from a revised $44.6 billion shortfall the month before. Further more, the expected continuance of Bush tax for next two years which is likely to be cleared by U.S. senate in next two weeks will also help in improving sentiments. Japanese economy saw an annualized expansion of 4.5 percent for the quarter ended 30th September against expectations of 4.1 percent. In order to address inflationary pressures in the economy, China once again raised the reserve requirements for the third time in five weeks by 50 bps.

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The recent move takes reserve ratios requirement now to18.5 percent for the biggest banks. Chinese leaders have also indicated that the nation will shift to a tighter, “prudent” monetary policy for next year. Consumer and producer price index rose to 5.1 percent and 6.1 percent respectively for the month of November as against the expectation of 4.7 and 5.1 percent respectively. Moving ahead, we believe that the concerns pertaining to Indian Industrial growth and in turn overall growth of the economy would not be there after seeing the 10.8 percent growth in IIP for the month of October as compared to 4.4 percent last month. Moreover,we also believe that even for the month of November we could see the Industrial growth picking up close to 12 percent.

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The indicators like car sales growth of 20 percent,commercial vehicle sales growing by more than 18 percent and HSBC Manufacturing PMI rising to 58.4 in November from 57.2 in previous month give support to our belief.In the forthcoming days we believe we may continue to see bouts of volatility in the markets as nervousness is still there. In short term now we think the advance tax figures would help the markets in gauging the profitability of India Inc. as the result season is approaching. Nifty has strong support between 5900-5840 and Sensex between 19400-19000.In commodity section, bullions counter may trade on volatile path due to lack of clear direction on risk sentiment. Base metal counter will take cues from economic data from US. Crude oil further movement will depend on the demand from China, OECD countries and weather conditions in Europe.

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OPEC members are planning to increase output over the coming months. Copper will continue to make fresh high in near term as the global deficit will push its prices to new levels. The outcome of Central Economic Work Conference in China will further guide the movement in metal counter. In agro pack guar complex may remain on weaker side amid weak export demand. Jeera and peeper maytad lower on selling pressure on news of re-sowing. Mentha oil can tumble lower onarrivals. Soya will remain range tracking mixed movement in CBOT. CPO may trade on higher side tracking firm Malaysian CPO.

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RED HERRING PROSPECTUS: A CAREFUL EXERCISE

Initial Public Offering (IPO) is an exercise done by a company for raising capital by going public. IPO is raised generally in two ways either through fixed price or through Book Building. Generally, most of the companies follow the book building process. For this purpose, the company assigns the Merchant Banker as a Book Running Lead Manager (BRLM) for the IPO to handle the responsibility of Book Building Process.

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Book Building is a mechanism through which a consensus price of IPO can be determined on the basis of bids received from the informed investors such as Qualified Institutional Buyers (QIBs), Non-Institutional Buyers (NIBs) and Retail Investors. The process helps in making a correct evaluation of a company’s potential and the price of its shares. In most of the IPOs generally the allocation of the total issue into these 3 categories comprises of 50%, 15%, 35% of the total issue respectively.

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However when the dilution of the promoters stake is less than 25% the minimum allocating proportion for these categories changes to 60%, 10%, 30% of the total issue,respectively. The company aspiring to be public, files Red Herring Prospectus (RHP),framed by merchant banker, to the regulatory body SEBI that is supposed to cover all the important information about the company, its promoters and its businesses with due diligence.

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RHP is supposed to be the most important document for the company as it acts as a medium of imparting all the critical information regarding the issuer company to the public.Generally prospectus spreads over 300-400 pages. However, investors can concentrate on few key chapters to have the overall understanding of the public issue. Industry Overview, Company Overview, Capital Structure, Objects of the issue, Financial Information and Management discussion and Analysis are some of the chapters that one should necessarily focus on.

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Let’s understand the relevance of each of these topics one by one:

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Industry Overview: This chapter covers the prevailing market scenario of the industry in which the company operates. We get to know that how much the particular industry contributes to the growth of the country’s economy. That is the behavior of the industry with respect to the growth momentum of the country’s economy. Moreover it entails the government plans and initiatives, budgetary allocation in accordance with five year plans for the industry. This gives the picture of potential opportunity in the industry and its key drivers. It also includes the various linkages regarding the relation of industry to the domestic and global economy.

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Business Overview: This compasses all the information related to the business domain of the company – how the business commenced its operations, grown over the period. The product details of the company and where does it lies in the value chain of the industry. The product scope,how the distribution channel works, the marketing strategy, raw material procurement, details about the vendors, clients and their relation withthe company, the revenue generation process, target market, location of operation. All these information helps in knowing the strengths and weaknesses of the company. It also gives information regarding the future aspects of the company.

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How the company is expecting to expand its business, strategies to increase the market share of the company.

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Capital Structure: It tells us about the shareholding pattern of the company. The constituents of the present equity capital of the company, since inception to the present pattern of the shareholding. The details of the how it has raised its capital under the due period. It gives us the details aboutwho are the stakeholders along with their respective stake in the company.

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Objects of the Issue: This chapter assumes high degree of significance in the RHP as it answers the very first question that comes to the mind of the investors that for what reason the company is going public. It entails the objectives of the issue as where and how the company is going to deploy the funds raised from the issue. At times the company induces the fund requirements from the internal accruals that can be from the present business profits of the company or through the debt syndication from banks along with the issue proceeds.

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Company sometimes also utilize the issue proceeds to repay its debt so as to reduce its interest burden. Thus, it contains the purposes of the issue with their respective amount being required.

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Financial Information: This includes all the financial statements of the company on the stand alone and consolidated basis viz. Profit and loss statement, balance sheet, fund flow statement. These statements show the performance of the company from past 4-5 years along with the annexure that details various heads of these statements. Financial Statements helps the investors in knowing the health of the company in numbers.Various ratios and multiples are arrived with the help of these statements.

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Management Discussion and Analysis: This chapter summarizes the company businesses and its development in due course of time. Year-on-year financial comparison is explained in this part of the document. This helps us in knowing the management’s efficiency to grow a company. Certain important events, factors affecting the operations of the company or some specific strategies of the company are explained in this part of the document.To sum up, RHP being the formal document of the company plays an integral role in assessing the company’s business prospects and thus helps investors in taking decision for subscribing an IPO or otherwise.

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However, it is generally perceived as a lengthy exercise by some section of investors.This can be achieved by going through the above discussed topics that can impart all the relevant information of the company leading to a wise investment decision. After all, “Moneywise Be wise”.

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SPECIAL EVENTS: Series I: Open Offer

An open offer is an offer by an existing shareholder or a new shareholder of a publicly listed company, to acquire a certain number of shares from other shareholders of the target company. An open offer can either be voluntary or mandatory.

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Voluntary or Mandatory?

At any time, any entity can come out with a voluntary open offer to acquire as much number of shares of that company from other shareholders at any price which that entity is willing to offer.Whereas, if the open offer gets triggered as per the SEBI SAST guidelines (such as acquiring 15% or more stake in a company), then it is mandatory for the entity to come out with an open offer to acquire an additional minimum of 20% shares of the target company via the Open Offer route.In either of the case, the eligible shareholders, as per their discretion, may or may not tender their shares in the open offer.

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Minimum Pricing

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The price at which the mandatory open offer is to be provided cannot be below the higher of the following:

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1. Average of the weekly high and low of the closing prices of the shares of the company during the past 26 weeks.

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2. Average of the daily high and low prices of the shares of the company for the past 2 weeks.

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3. The price at which the entity coming out with an open offer acquired the shares which triggered the open offer.

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4. Price paid by the acquirer for acquisition of shares of the company, if any, by way of allotment in a public or rights or preferential issue during the past 26 weeks.

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Minimum Acceptance Ratio

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This ratio is the critical criteria in deciding the benefit that may likely accrue to the investors who tender their shares in the open offer. As the name itself suggests,minimum acceptance ratio gives us the minimum number of shares that shall be accepted in an open offer. For example, a minimum acceptance ratio of 10% means that for every 100 shares tendered by a shareholder in the open offer, a minimum of 10 shares shall be accepted in the open offer at the open offer price and rest of the90 shares shall be returned back to the shareholder after the closure of the open offer.

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The minimum acceptance ratio is calculated as follows:

It should be noted that the above figure is arrived at by assuming that all the eligible shareholders actually tender all of their shares in the open offer.

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Example: To understand the whole concept better, let us take an example.

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On September 9, 2010, Accelya Holding World S.L. (“Accelya”) agreed to buy the promoter stake of 38.60% or 56,69,478 equity shares of Kale Consultants Limited(“KCL”) at a price of `172 per equity share. This triggers the mandatory open offer as Accelya was acquiring a stake of more than 15% (i.e. 38.60%) in KCL.The mandatory open offer is for acquiring a minimum of 20% additional shares of KCL by Accelya from the shareholders of the company KCL, except the existingpromoters. This is because the shares have been acquired from the promoters itself and that event itself triggered the open offer in the first place.The open offer has to happen at a minimum price of `172, (as per SEBI pricing guidelines explained above).

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The open offer shall be for 20% additional shares of KCL that works out to 29,37,832 shares. The shares that can participate in the open offer are those which are heldby all the shareholders except the existing promoters, i.e. 61.40% ( 100% – 38.60%) of the total outstanding shares of the company. This works out to 90,19,684 shares.

 

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Hence, for every 100 shares that an investor tenders in the open offer, a minimum of 32 shares will be accepted in the open offer and rest of the 68 shares will bereturned back to the investor.

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Breakeven Price

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In the example we’ve discussed, the minimum acceptance ratio is 32.57% and the open offer price is 172. As on 8th Oct’10, the closing price of shares of KCL is151.25 on NSE. So if an investor had purchased 100 shares at that price his total outgo would be 15,125. On tendering these 100 shares, 32 shares shall be acceptedin the offer at 172, giving him an inflow of 5,504 ( 32 shares x 172). The remaining investment of the investor is 9,621 ( 15,125 – 5,504). This remaining amountneeds to recovered from the remaining 68 shares ( 100 – 32) that the investor will get back once the open offer closes. Thus, the investor will need to sell the remaining68 shares at a price of 141.49 ( 9,621 ÷ 68) to recover his original investment of 15,125. This, 141.49, is the breakeven price in this case. The investor stands to gainonly if he is able to sell his remaining 68 shares above this price, post the open offer.

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What if some shareholders do not tender their shares in the open offer?

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In our example of KCL shares, assume a certain shareholder, say Ratnabali Capital Markets Ltd (“Ratnabali“) which holds 3.48% (5,10,538) shares of the company as ofJune 30th, 2010, does not tender its shares in the open offer. This shall then improve the acceptance ratio from 32.57% to 34.53% for the other shareholders whotender their shares in the offer.

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Therefore, the number of shares accepted in the open offer shall increase to 34 (from the earlier figure of 32 in the example discussed) and accordingly, the newbreakeven price shall stand reduced from erstwhile 141.49 to 140.56.Hence, if any shareholder decides not to tender his shares in the open offer, then it becomes beneficial for the other shareholders who are indeed tendering theirshares in the open offer.

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Note:1. For the sake of simplicity, transaction costs have been ignored in the example discussed in this article.2. Prices and shareholding data sourced from National Stock Exchange.

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SEBI Chief Bhave Displeased with Overpricing of IPOs

CB Bhave, the Chairman of Securities and Exchange Board of India (SEBI), has voiced his concern over the unrealistic pricing of initial public offers (IPOs) by investment bankers. The chairman stated  that the bankers should not overlook the interests of investors at large just to maximize returns for promoters, as it is they who feel the brunt when the steeply priced shares of companies decline when market tide overturns. Bhave stated “in a bid to maximise returns for promoters, they (investment bankers) are not looking at the interests of investors…. You need to introspect whether it is a healthy practice. If you keep investors disappointed day in and day out, the cause of investors will only be a lip service.”

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Bhave’s displeasure on the IPOs by companies at prices disproportionate to their revenues, profits and net worth came after a recent report by one of the leading rating agency showed that out of the 116 IPOs that surfaced between August 2007 and August 2010 as high as 62% of the IPOs are trading lower than their respective price bands. In addition, the BSE IPO index which gained 14.5% in the last 12 months underperformed against the Sensex which increased by 19.45%.

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The investment banker’s ploy of quoting near-zero fees to garner divestment issuances too has not gone down well with the SEBI Chairman who expressed reservations over the prcatice as he stated “they need to decide as to whether they can go on charging zero fees for doing work. What mechanism they evolve is for them to decide.”  He also is of the belief that a code of conduct or ethics should be put into practice to avoid such competition. ‘The industry body can do this by bringing in a certain degree of quality and behaviour,’ said Bhave.

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IDFC leads the gainers of group ‘A’ on BSE

Infrastructure Development Finance Company (IDFC) is currently trading at Rs 204.80, up by 9.15 points or 4.68% from its previous closing of Rs 195.65 on the BSE.

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The scrip opened at Rs 197.00 and has touched a high and low of Rs 205.30 and Rs. 196.00 respectively. So far 1985833 shares were traded on the counter.

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The BSE group ‘A’ stock of face value Rs 10 has touched a 52 week high of Rs 201.05 on 16-Sep-2010 and a 52 week low of Rs 139.80 on 04-Nov-2009.

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Last one week high and low of the scrip stood at Rs 205.30 and Rs 191.10 respectively. The current market cap of the company is Rs 29243.72 crore.

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The Institutions holding in the company stood at 86.68% and Non institution were holding 13.32% of stake respectively.

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The other top gainers of BSE group ‘A’ were DLF up by 4.86%, Centeral Bank up by 4.58%, Aban Offshore up by 4.57%, Federal Bank up by 4.48% and Everest Kanto up by 4.38%

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The Institutions and Non-Institutions holding in the company stood at 86.68% and 13.32% respectively.

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Infrastructure Development Finance Company (IDFC) is planning to mop up about Rs 3,400 crore via issue of long-term bonds which is expected to open in the first week of October. In this regard, the company has already filed the draft papers with the market regulator Securities and Exchange Board of India (SEBI).

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According to the Draft Shelf Prospectus, the said bonds will have the face value of Rs 5,000 and some part will be utilized for infrastructure lending. This will be the first public issue under the new rule that allows tax benefits for investment in long-term infrastructure bonds.

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The company has reported a net profit of Rs 319.71 crore for the quarter ending on June 30, 2010 against Rs 243.49 crore for the quarter ending on June 30, 2009, up 31.30%.

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The company provides financial assistance to various segments such as power, roads, ports, telecommunications, information technology, urban infrastructure, healthcare, education infrastructure, food and agri-business infrastructure, healthcare and tourism.

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Now, Trading in Derivatives Contracts in 3 More Currency Pairs :)

Trading in Derivatives Contracts in 3 More Currency Pairs

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Spirits of indian investors and institutions dealing in foreign currencies were boosted by the latest news of regulators allowing Indian bourses to start trading in derivatives contracts in three more currency pairs.

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Rupee-Euro, Rupee-Japanese Yen (JPY) and Rupee-British Pound (GBP).

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Currently, only trading in futures contracts in Rupee-US Dollar is allowed on the bourses, which began on the NSE on August 29, 2008, followed by MCX-SX.

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Permission from the banking regulator Reserve Bank of India (RBI) and the Securities and Exchange Board of India (Sebi) came within a month of the combined turnover of the two forex derivative boursesNSE’s foreign forex trading segment and MCX Stock Exchange (MCX-SX)— crossing the combined turnover of the cash market of NSE and BSE.

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Last fortnight, the forex derivatives markets recorded a turnover of nearly Rs 34,500 crore, compared to about Rs 23,200 crore on the two bourses’ cash segments.

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Although BSE offers forex derivatives trading, the segment is yet to take off.

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Following the global trend, where forex trading volumes dwarf volumes in both equities and commodities, the forex derivatives segment in India took just a year and a half since their launch to surpass the turnover in the cash segment of the bourses.

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However, spokespersons from both NSE and MCX-SX said that these bourses will start trading in these three new pairs very soon.

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🙂