Initial Public Offering (“IPO”) Services
GOING PUBLIC Overview q
An Initial Public Offering (“IPO”) transforms a business from a privately owned and operated entity into one that is owned by public shareholders
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An IPO is a significant stage in the growth of many businesses, as it provides them with access to the public capital market and also increases their credibility and exposure
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The Company commits substantial resources to the IPO process and build the quality management team, robust financial and business infrastructure, corporate governance and investor relations strategy that will attract the right investors
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On the journey of transformation of a private company into a public company, success depends a great deal on a coordinated team effort by the internal management and the advisory team.
Affluence CA and CS team provides FINE BALANCE to the Company (Finance and Accounts, CS and Legal team) by shouldering the responsibilities to provide bundle of information and documentations and certificates to several agencies/intermediaries involved in this time sensitive journey.
KEY REGULATORY FRAMEWORK IN IPO Companies Act
Securities Law
Fiscal & FOREX LAWs
q Chapter III (Section 23-40) read with Companies (Prospectus & Allotment of Securities) Rules, 2014
q SEBI (ICDR) Regulations 2018 (Chapter II read with para A of Schedule VI) q Securities Contracts (Regulations) Rules 1957 (SCRR) q SEBI (LODR) Regulations 2015 i.e. Listing Regulations q SEBI (PIT) Regulations 2015 q Depositories Act & Regulations
q Income Tax Act 1961 – Capital Gain Tax (Section 45, 48, 111A, 112, 112A etc.) q Securities Transaction Tax (STT) q Stamp Duty Act & Rules q FEM (Non-Debt Instruments) Rules, 2019 read with RBI Master direction on FDI
q Issue of Further Securities
IPO PROCESS FLOW Company
q Approve basis of allotment from Stock Exchange q Allotment by the Board q Refund money and credit of shares q Payment of commission q File listing application
Appointment of BRLM’s
SEBI Comments
Premarketing
BRLM conducts due diligence
Drafting / Filing of DRHP
Roadshows
Understand the revenue model Identify key selling points Build case for valuation Make the company “IPO Ready” q Identify key concerns
q Good disclosures about business strategy, objects, management and financial condition q Emphasize key marketing highlights of the equity story q Articulate positioning
q 1-on-1 meetings arranged with institutional investors q Group presentations made for retail investors q Signing of Syndicate Agreement & Escrow Agreement q Transfer of shares to Escrow A/c q Filing of RHP with ROC
q q q q
Listing
Listing of securities on the Exchange Monies transferred to the Bank
Investors bid for shares
Filing of Prospectus with RoC
Pricing & Allocation q Bids received from investors are entered in the online system q Book is analysed after the Book has been built q To execute underwriting Agreement
INDICATIVE IPO TIMELINE T Board Meeting to approve issue
T + 146 File RHP with ROC
T + 161 Roadshows
T+5 Kick off meeting
T + 145 Receive SEBI goahead to RHP
T + 162 Anchor Investor
T + 10
T + 60
Research Presentation
Due Diligence & Drafting
T + 130
T + 129
File RHP with SEBI
T + 163 Issue Opens
Incorporate SEBI comments in RHP
T + 61 Publication of Research Report
T + 122 Receive SEBI comments on DRHP
T + 168
T + 177
Issue closes
Allotment
Note: Timelines may alter depending on preparedness of the Company, Market sentiments (secondary and primary) & SEBI & SE clearance #Price band to announced at least five working days before the opening of the bid
T + 62 File DRHP with SEBI + SE
T + 77 In-principle approval from SEs
T + 180 Transfer funds from Public Issue A/c to Company / Offeror A/c
HOW CAN AFFLUENCE HELP? As “Go to Guy”, we shoulder all the work responsibilities with the Company team to complete the time bound task.
Book Runners’ Legal Counsel
Legal Counsels
Escrow Bankers
Auditors
BRLM
IPO Grading Agency
Printers
Issuer Company
Broker / Syndicate
Registrars
Advertising Agency
SCCBs
Arrangement
Co-ordination
Affluence
IPO STAGES We at Affluence support the Company on every phase of this IPO journey by deputing our team for the IPO project.
1 IPO Evaluation TT Stage
2 IPO Panning TT Stage
3 IPO Execution TT Stage
4 Post TT IPO
SERVICE OFFERINGS IPO Evaluation
IPO Planning
IPO Execution
q Support strategic initiative and pre IPO transactions eg, acquisition or group restructuring
q Deciding the tentative time line q Address Compliance related issues q Documentation and filing for Restructuring of the Board and committees q Start building business plan and financial model q Implement financial reporting procedure
q Finalize the timetable q Assist in due diligence activities including collation of materials, data room management and coordinating with all the Parties q Address due diligence issues q Co-ordination and execution support, status updates, key action areas, attending observations of documents q Assist in preparation of Restated Financial Information q Collation of other financial information, key performance indicators in relevant formats q Guidance on Accounting Policies and Assistance on Accounts closing q Providing relevant information for drafting the offer document q Obtaining internal and external approvals, statutory filings and disclosures.
q Establish financial reporting procedures q Address ownership and tax issues q Adopt leading corporate governance practice and reporting process
Post issue compliances q Advise on compliance with the requirements of the board of directors and the audit committee q Advise on Corporate Governance requirements in respect of the listed entity and its subsidiaries q Guidance and support for disclosure of financial information and results q Provide ICDR and other compliance checklist to ensure compliance with listing agreements
WHY AFFLUENCE Well experienced and efficient multidisciplinary team Help to achieve the ambitious time tables of an IPO dashboard Client First Policy Create space for Company team and Management to focus on Core issues requires their involvement Solution based approach.
“Focus on being a well Governed Company, not just on going public”
Thank You Affluence Advisory Private Limited 503-504, K L Accolade, 6th Road, Santacruz (East) Mumbai 400 055, 022 26102465 | 022 26116901 Email : contact@affluence.net.in
Web : www.affluence.net.in
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