6.3.2. Primary Market (New Issues Market)
The primary market is where new securities (shares, bonds, etc.) are issued for the first time by companies, governments, or public sector institutions to raise capital. It is also known as the New Issues Market.
Initial Public Offerings (IPOs) Process Flow
Appointment of Merchant Banker(s)
To manage the issue and conduct due diligence.
Due Diligence & DRHP
Merchant banker prepares & files Draft Red Herring Prospectus (DRHP) with SEBI.
SEBI Observation
SEBI reviews the DRHP for adequacy of disclosures.
Roadshows & Marketing
Generate investor interest to build demand for the issue.
Filing of RHP/Prospectus
Red Herring Prospectus or Prospectus filed with Registrar of Companies (ROC).
Issue Opening & Closing
The issue opens for public subscription for a specified period.
ASBA Mechanism
Applications Supported by Blocked Amount; mandatory for IPOs.
Allotment & Listing
Shares are allotted; securities are then listed on stock exchanges for trading.
Types of IPOs & Other Primary Market Offerings
Book Building Process
Issuer offers a price band, and investors bid for shares at various prices. Final issue price (cut-off price) is determined based on demand. This is the dominant method for IPOs in India.
Fixed Price Issue
The issuer determines a fixed price for the securities in consultation with merchant bankers, and investors subscribe at this price.
Other Primary Market Offerings & Key Roles
- Follow-on Public Offers (FPOs): When an already listed company makes a subsequent issue of shares to the public. Process is similar to an IPO.
- Rights Issue: An invitation to existing shareholders to purchase additional new shares in the company, usually at a discount, in proportion to their existing shareholding.
- Private Placement: Selling securities directly to a select group of investors (e.g., institutional investors, high net-worth individuals) rather than to the public at large. Faster and less expensive.
- Role of Merchant Bankers (BRLMs): Also known as Lead Managers or Book Running Lead Managers. They manage and underwrite public issues, conduct due diligence, prepare offer documents, assist in pricing, marketing, and allotment. Regulated by SEBI.
- Role of Underwriters: Financial institutions that agree to buy any unsubscribed portion of a public issue, thereby guaranteeing the issuer that the full amount of funds sought will be raised. They bear the risk of the issue not being fully subscribed.