UT-3 Issue Management
Concept
Issue Management refers to the process of raising funds through the public by issuing
securities. It includes planning, coordinating, and executing activities related to public issues
like IPOs, FPOs, rights issues, etc.
Registration
A company must register its issue with regulatory authorities like SEBI (in India). It involves:
● Filing of offer documents
● Approval from stock exchanges
● Compliance with legal disclosures
Role of Intermediaries
1. Merchant Bankers
○ Act as lead managers
○ Help with drafting offer documents
○ Liaise with SEBI and stock exchanges
○ Pricing and timing of issues
2. Underwriters
○ Guarantee subscription of issue
○ Bear the risk if the issue is under-subscribed
○ Enhance investor confidence
3. Bankers to the Issue
○ Handle application money
○ Accept payments from investors
○ Coordinate with registrars for refund/credit
4. Registrars to the Issue
○ Process application forms
○ Maintain records of investors
○ Assist in share allotment and refunds
Corporate Restructuring
Types
● Mergers & Acquisitions
● Demerger/Spin-offs
● Takeovers
● Joint Ventures
● Buybacks
● Leveraged Buyouts
Motives
● Improve operational efficiency
● Synergy and economies of scale
● Tax benefits
● Diversification or focus
● Exit strategy for promoters
Depository Services
Constituents
● Depositories (e.g., NSDL, CDSL in India)
● Depository Participants (DPs)
● Beneficial Owners (Investors)
● Issuers
Functions
● Dematerialization and rematerialization
● Transfer and settlement of securities
● Pledging and hypothecation
● Corporate actions (dividends, rights, bonuses)
Credit Rating Services
Functions
● Assess creditworthiness of issuers/debt instruments
● Provide independent risk assessment to investors
● Aid pricing of securities
Process
1. Request for rating
2. Data collection and analysis
3. Interaction with management
4. Rating committee decision
5. Monitoring and surveillance
Symbols (Indicative – vary by agency)
● AAA – Highest safety
● AA/A – High to adequate safety
● BBB – Moderate safety
● BB and below – High risk
Advantages
● Helps investors assess risk
● Lowers cost of capital for issuers
● Enhances transparency and trust
● Facilitates informed decision-making
Limitations
● Ratings are opinions, not guarantees
● May lag behind real-time performance
● Conflict of interest if paid by issuers
● Can be influenced by external events