2. Meaning of Capital Market
Capital Market is the part of financial system which is
concerned with raising capital funds by dealing in shares,
Bonds and other long term investments.
The market where investments instruments like bonds,
equities and mortgages are traded is known as the capital
market.
3. Different types of financial instruments that are traded in
capital market are:
1.Equity Instruments
2.Credit market Instruments
3.Insurance Instruments
4.Foreign Exchange Instruments
5.Hybrid Instruments
4. Significance, Role or Functions of Capital Market
Mobilisation of Savings
Capital Formation
Provision of Investment Avenues
Speed up economic growth and development
Proper Regulation of Funds
Service Provision
5.
6. Primary Market
It is the that market in which shares debentures and other
securities are sold for the first time for collection of long
term capital.
Secondary Market
It is that market in which buying and
selling of previously issued securities is
done.
7. A market for new issues
Leads to capital formation
Nature of fund raising
Domestic
• equity issues by corporates and FI
• debt issues by corporates, government and FI
International
• equity issues through GDRs, ADRs
• debt issue through ECBs
Other funds from international markets-
• FDI- in equity and debt form
• FII- in the form of portfolio investments
• NRI - in the form of short and medium term
deposits
Primary Market
8. Fund Raising in the Primary
Market Public issue by prospectus
Private placement
Rights issues
10. Rights Issue
Issue of new shares to existing
shareholders on a pro-rata basis
To be kept open for at least 30 days and
not more than 60 days
Why rights?
to reward shareholders
to reflect the stock’s true worth
to hike promoter’s stake
Example
A K S CREDITS has announced a rights issues in the
ratio of 1:5
A K S CREDITS fixed record date 02/Jan/1996 and book
closure date 23/Jan/1996 for right issue in ration of
1:5.Premium for new shares are Rs0.
11. Private Placement Market
Direct sale of securities to a few investors
through merchant bankers.
The investors are selected clients such as FIs,
corporates, banks and HNIs.
Subscription from less than 50 members
Time as well as cost of issue is low
Tailor made issues
Less formalities, disclosures
Popular for placement of Debt instruments
12. Preferential Allotment
An issue of shares by a listed company to a
select group of persons consisting of
Promoters, Foreign partners, Technical
collaborators, Private equity funds
Need not file offer document.
Three years lock-in period for promoters
Why preferential allotment?
to enhance promoter’s holding
as part of debt restructuring/conversion of loans
to issue shares by way of ESOPs.
quick fund raising at low cost
13. Public Issue
Initial Public Offering (IPO)- It is an offering of either
a fresh issue of securities or an offer for sale of existing
securities or both by an unlisted company for the first
time to public.
Follow-on Public Offering(FPO)- It is an offering of
either a fresh issue of securities or an offer for sale to
the public by an already listed company through an
offer document.
14. Merchant banker
- should be registered with SEBI
- Act as book running lead
manager(BRLM)
- Performs pre-issue and post-issue
activities
Registrars to the issue
- to finalise list of eligible allot tees,
ensure crediting of shares and dispatch
refund orders
Bankers to the issue
- collection of application amounts
Intermediaries to an
Issue
15. Before 1992, Controller of Capital
Issues regulated price
After 1992, the promoter and the
merchant banker decide the pricing
Free Pricing Regime
16. Fixed Price Offerings
Made to uninformed investors
Investors demand not taken into account
An alternative method, Book Building
A mechanism through which an offer price
for IPOs based on the investor’s demand is
determined.
Uses investors demand for shares at various
prices
17. Basically an auction of shares
Investors can watch the ‘book being built’
The company appoints one or more merchant
banker(s) who compulsorily underwrite the
issue.
Company enters into an agreement with stock
exchanges
Book runner appoints stock brokers
Collects information from potential buyer and
attempts to build interest through road shows.
Book runner submits draft Red herring
prospectus to SEBI and ROC which contain all
the disclosures except have details of either
price or number of shares being offered.
Book-building Process
18. Offer of shares at a specified price band
Public issue shall be kept open for 3 to 10
working days
Bidding process shall be through an
electronically linked transparent bidding facility
provided by stock exchanges
On-line graphical display of demand and bid
prices
Based on the bids, issue price is determined by
issuer
Retail individual investors may bid at ‘cut-off’
price
Final prospectus registered with ROC
19. Allotment of a Book-built Issue
Category-wise % of issue to be allotted on a
proportionate basis
Not more than 50% to Qualified Institutional
Buyers
High Net-worth Individuals- atleast15%
Retail Investor-at least 35%
Retail individual investor – who bids in a book
built issue for a value not more than Rs
2,00,000
Allotment and refund shall be made not later
20.
21. FDI and FII
FDI- Foreign Direct Investment
• an investor which picks up more than 10% stake in a
company’s equity.
• in the form of fully-owned subsidiary or a joint
venture,
• stable, enhances management quality, transfer of
technology and generation of employment.
FII- Foreign Institutional Investment
• An institution incorporated outside India as a
pension fund, mutual fund, bank, insurance
company, foreign government agency, foreign
central bank etc.
• In the form of portfolio investment
• short to medium term investments
• can invest only up to 10 percent of capital in a
22. Foreign Venture Capital
Venture capital is a source of funding for new
entrepreneurs and technology.
FVCI is an investor incorporated/established outside India
who is registered under the SEBI(Foreign Venture Capital
Investor) Regulations, 2000.
A registered FVCI may invest in Indian Venture capital
funds.
Private Equity
•PE are the investment banks who invest into proven businesses.
• exit strategy is usually the company going public or acquired.
•PE funds attract capital form pension funds, insurance funds
etc.
•All PE from outside India are classified either as FDI, in
23. ADRs and GDRs
Depository receipts are negotiable instruments denominated
in U.S. dollars or another currency representing a publicly-
traded issuer’s local currency equity shares.
Listed and traded on a foreign stock exchange
represent one or more shares of the issuing company
Indian GDRs are primarily sold to institutional investors
In US GDRs can be issued to qualified institutional buyers but
ADRs can be sold both to institutional and retail investors
ADR listing requires comprehensive disclosures and greater
transparency as compared to GDR listing
GDRs can be converted into ADRs
24. ECBs
Borrowings raised from international
markets by corporates
Can be raised from any international source
Supplement domestic resources
Low cost of borrowing
25. FCCBs Bonds issued by Indian companies in foreign
currency
Fixed interest/coupon rate paid in foreign
currency
partly or fully convertible into ordinary shares
Interest rates lower than domestic rates
Bonds listed and traded abroad
Exchange risk is more as interest is payable in
foreign currency