When a private company approaches the public for the first time to raise capital, it is called an initial public offering (IPO). To build trust with investors, a company has to fulfil several IPO requirements. For example, if an IPO-issuing company is profitable, it must have at least ₹1 crore net worth in all the previous three years.
Besides, its net tangible assets should have a value of a minimum ₹3 crore in all three previous years. These are just the basic criteria, as a company has to follow several regulations to come out with an IPO. So, read this blog, as we take a deep dive into this topic.
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What are Initial Public Offering (IPO) Requirements or Eligibility Norms for IPO in the Share Market?
The Securities and Exchange Board of India (SEBI) has laid out a detailed set of guidelines that companies have to follow to raise money through an IPO. Both profitable and non-profitable companies are allowed to issue an IPO; however, they have to follow a different set of criteria.
Criteria to raise finance through an IPO for profitable companies:
A company should have at least ₹1 crore net worth in all previous three years.
A company’s net tangible assets must have a value of at least ₹3 crore in all three previous years. Of the ₹3 crore, not more than 50% should be in the form of cash or cash equivalents. However, this rule does not apply if a company is coming out with an IPO through an offer for sale (OFS).
In the event a company changes its official name, it is required to earn half of its total revenue in the previous year from its business operations after changing its name.
A company should have an average before-tax profit from operations of a minimum ₹15 crore in at least three of the last five years.
In terms of its monetary value, an IPO should not be more than five times a company’s total net worth before its launch.
Criteria to raise finance through an IPO for non-profitable companies:
If a company is non-profitable, it has to take the qualified institutional buyers (QIB) route to launch its IPO.
To launch the IPO, a company must use the book-building method.
At least 75% of the IPO has to be allotted to QIBs.
In case, the minimum allotment requirement to QIBs is not met, the company is under an obligation to refund the total IPO subscription amount.
Other eligibility norms for IPO-issuing companies are:
There should not be any pending cases against an IPO-issuing company in the National Company Law Appellate Tribunal (NCLAT) or National Company Law Tribunal (NCLT)
There should not be any pending disciplinary action by the SEBI against the founders of an IPO-issuing company or those shareholders who want to sell their stake through an IPO.
The promoters/directors of an IPO-issuing company should not be promoters/directors of another company that is not permitted in the securities market.
An IPO-issuing company should not have a promoter or director who is classified as a fugitive or an offender under the Fugitive Economic Offenders Act of 2018.
Importance of an IPO in the Stock Market
IPOs help companies raise capital: IPOs enable companies to raise capital from the public. If not for IPOs, companies will have to rely on the funding of their owners or other people that their owners know, which may not always be sufficient.
Helps people invest in companies: IPOs provide investors an opportunity to invest in companies with a high-growth potential. However, it is up to an investor to examine whether an IPO-issuing company has growth potential or not.
Results in better transparency: An IPO-issuing company has to comply with stringent rules and regulations to report its financials. Moreover, it has to adhere to high standards of corporate governance. Such measures result in better transparency in the financial market.
Allows early-stage investors to exit: IPOs allow early-stage investors (venture capitalists, private equity firms, or founders) to make an exit from a company by selling their stake.
Financial Requirements for a Company to Launch an IPO
A company is expected to meet the following financial requirements before launching its IPO:
An IPO-issuing company should submit its annual financial reports for the last three years to the National Stock Exchange (NSE).
The net worth of a company should not be negative due to constant losses before the launch of its IPO.
An IPO-issuing company should have a paid-up equity capital of at least ₹10 crore.
An IPO-issuing company should not be declared as a wilful defaulter by a bank, consortium, or any other kind of financial institution. If this is the case, a company is required to pay its debt before it is allowed to come out with an IPO.
Some of the other financial requirements have already been explained under this subheading, “What are Initial Public Offering (IPO) Requirements or IPO Eligibility Norms in the Share Market?”
Advantages of Investing in an IPO
The main advantages of investing in an IPO are described below:
Possibility of listing gains: If an IPO gets listed at a premium, you can sell the shares allotted to you and earn a profit. For example, if the issuing price of an IPO is ₹100 and the listing price is ₹120, you can earn a profit of ₹20 per share on the listing day itself.
Possibility of high gains: When an IPO-issuing company performs well after raising capital, its stock price tends to rise. At that stage, all those investors who had subscribed to its IPO can earn significant returns by selling their investments. That said, if they expect the company to grow further, they can hold on to their shares as well.
Exit options: Imagine you find a great company to invest in, but it is a private venture. Hence, if you invest in it, you may or may not be able to find a buyer for your stake. On the other hand, when you invest in an IPO, the company’s shares get listed. Hence, you can easily sell the shares of such a company after they get listed provided they are liquid.
Things to Consider Before Investing in IPOs
If you are actively thinking of investing in IPOs, you should consider the following points:
Analyse a Company’s Business And Financials: Investing in an IPO means investing in the business of a company. Hence, you must analyse a company's business and financials (based on the information in its DRHP) before investing in its IPO.
Understand how a Company will Utilize its IPO’s Proceeds: When a company raises capital through an IPO, it is extremely important for investors to know how it intends to utilize its IPO's proceeds. If they are not convinced about how a company wants to use the money it has raised through an IPO, they should not invest in it.
Promoters And Key Personnel: A business may look great on paper; however, if its promoters and key personnel are not capable and trustworthy, you should not invest in its IPO.
Documentation Required for IPO Filing
These are the main documents required for IPO filing:
Draft Red Herring Prospectus (DRHP) – A company has to file DRHP with SEBI. It should have details about its business, financial statements, and the IPO offering.
Financial Statements – These include audited financial statements for the last three years of a company, such as profit and loss accounts, balance sheets, cash flow statements, and notes to accounts.
Due Diligence Report – A due diligence report has to be filed, which is prepared by legal advisors and underwriters. It confirms that the IPO-issuing company is complying with all the regulations.
Valuation Report – This report is prepared by a registered valuer in terms of the valuation of the shares of an IPO-issuing company.
Board Resolution – A company’s board has to provide a resolution approving the IPO and the terms of the offering.
Underwriters Agreement – This agreement should contain the nature of underwriting and the obligation of underwriters.
Role of Investment Bankers in an IPO
Investment bankers play several important roles when a company comes out with an IPO. To begin with, they perform the role of an underwriter. Hence, they commit to purchase any unsold shares. As a result, a company can raise a guaranteed amount of capital through an IPO.
Investment bankers also help companies in determining the price of their IPOs. For this purpose, they have to suggest that price range, which will attract a sufficient number of investors. They also create a prospectus containing essential information about a company’s business, financials, and promoters.
Further, investment bankers use the prospectus to market a company’s IPO. Finally, they also reach out to potential buyers to convince them to invest in a company’s IPO. Hence, investment bankers are indispensable for an IPO’s success.
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Conclusion
Raising money through an IPO is an important milestone in a company’s journey. Hence, investors should be thoroughly aware of all the steps a company has to take for an IPO. For example, they should know the IPO listing time. Typically, an IPO gets listed at 9 am on a trading day, which is followed by a listing ceremony.
Besides, investors should go through the DRHP to understand a company’s financials and its objective of issuing an IPO. While investing in an IPO, they should not follow the herd mentality. Instead, they must do their analysis and based on that decide whether to invest or not.
Disclaimer: Investments in the securities market are subject to market risk, read all related documents carefully before investing.
This content is for educational purposes only. Securities quoted are exemplary and not recommendatory.
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