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1. IPO – An Introduction 7
2. Significance of IPO 9
5. Pricing of an IPO 18
7. Book-building Process 24
12. Bibliography 56
1
INITIAL PUBLIC OFFERING (IPO)
The first public offering of equity shares or convertible securities by a company, which is
followed by the listing of a company’s shares on a stock exchange, is known as an ‘Initial
Public Offering’. In other words, it refers to the first sale of a company’s common shares to
investors on a public stock exchange, with an intention to raise new capital.
It helps a company to tap a wide range of investors who would provide large volumes of capital
to the company for future growth and development. A company going for an IPO stands to
make a lot of money from the sale of its shares which it tries to anticipate how to use for further
expansion and development. The company is not required to repay the capital and the new
shareholders get a right to future profits distributed by the company.
2
CASE STUDY: HUGHES SOFTWWARE SOLUTIONS
Recently, in India, there had been issue from Hughes Software Solutions which was a milestone
in growth from fixed price offerings to true price discovery IPOs. While the HSS issue has many
positive and fascinating features, the design adopted was still riddled with flaws, and we can do
much better.
The Merchant Bankers selected "syndicate members" who helped in selling the issue.Orders
were collected by the merchant bankers or syndicate members (only), and submitted using the
computerised IPO system created by NSE. The NSE system only accepted these orders; it did not
reveal any information to investors.
Investors could place, modify or delete orders in the "book building period" -- however they
were doing this in the blind since the system gave them no information. The NSE system
revealed information to the merchant bankers. The full database of orders was passed on by NSE
to the merchant bankers, who could then use this for discretionary allocation of shares.
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Numerous flaws in this:
From a basic economic perspective, the IPO is a relationship between the issuer (Hughes) and
investors. It is hard to justify the requirement that orders only go to merchant bankers or
syndicate members; this greatly shrinks the extent to which the IPO harnesses NSE's remarkable
distribution machinery. A superior IPO process would involve investors going to any NSE
terminal and placing orders.
The essence of modern market design is superior information display for superior price
discovery. Investors should be able to continuously see how many shares have been bid for; the
shape of the demand function; the cutoff price, etc. Using this information they would be able to
think more effectively about order revisions, cancellations, fresh order placement, etc. The
Hughes IPO, done through the space age VSAT technology of NSE, uses standards of
transparency associated with a 19th century market design. In the Hughes IPO, the merchant
bankers specified a band, from Rs.480 to Rs.630, in which orders had to fall. The merchant
bankers proved to be wrong, and the IPO suffered from severe underpricing. If we take price
discovery seriously, we should let the market set the price.
The Hughes IPO process was too elongated in time. The IPO process should obtain price
discovery in a short time-period where everyone interested in the issue is trading on the screen at
the same time. An issue that lasts for more than an hour raises the cost for participants to
constantly monitor the order book and revise orders.
The sale of part of the issue at a fixed price (discovered at the auction) reduces the size of the
auction and raises the probability of market manipulation at the auction. There should be no
discretionary allocation of shares; instead shares should be allocated purely by price--time
priority.
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Ideal IPO Process:
On Monday morning, the newspaper should carry an advertisement which is the prospectus of
the IPO, which only talks about the firm and is silent on valuation.
The IPO should take place on Tuesday evening, from 4 PM to 5 PM. The auction should be a
simple uniform-price auction with full transparency. A picture of the demand schedule, and the
cutoff price, should update on the screen in realtime.
Investors should be able to go to any NSE terminal and place orders into the auction. This
harnesses 10,000 odd computer screens in 300 cities all over India in the auction process. From
the issuers perspective, NSCC should perform the credit enhancement exactly as it does on the
equity market. At a legal level, all orders on the screen should be placed by NSCC, thus
shielding the issuer from the credit risk associated with anonymous order placement.
There should be no fragmentation of the shares on offer. All shares to be sold should go through
a single auction. If a retail investor wanted to "access the IPO at prices close to the offer price"
she would just place non--competitive bids at the IPO, where she bids to buy (say) 100 shares at
the IPO price, whatever it proves to be.
Allocation of shares in the depository should take place on Tuesday itself. There should be no
physical shares. Trading on NSE should start on Wednesday (the next day). This gives us a one--
day lag between the IPO and the start of trading.
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This proposed IPO process sounds startlingly effective. To put it in perspective, it is part of the
same disintermediation process that we have seen in other areas of the financial markets. With
anonymous, electronic trading on the equity market, the broker/dealer has been fundamentally
disintermediated out of secondary market trading, which is now dominated by the actions of
buyers and sellers (and not intermediaries). In that same fashion, the IPO process proposed here
uses technology to link up the issuer and the investor with a transparent pricing mechanism, and
eliminates the traditional overheads of intermediation.
HDIL
IPO VALUATION
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ABOUT HDIL:
Since 1996, HDIL has been satisfying the diverse needs of scores of home seekers in Mumbai
Metropolitan region. Their business focuses on real estate development, including construction
and development of residential projects, commercial, retail and slum rehabilitation projects.
A sincere study of the market and a strong feeling to meet the needs of the lower and the middle
income group prompted HDIL to help these people tide over difficult times and harrowing
experiences of buying a home.
HDIL had acted pro-actively in identifying the intricate needs of its residents and offered them
just what they needed. It provided and still provides all services under one roof through tie-ups
with banks and HFC’s.
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With numerous projects to its credit and lakhs of happy and satisfied home buyers, HDIL has
carved a niche for itself in the real estate industry and has made its mark in the hearts of millions
of people.
In tune with its efforts to evolve into a professionally managed Corporate Structure, HDIL has
broaden its Board composition by inducting people of high standing from the banking industry,
legal and the audit profession as Independent Directors.
The Company now has an ideal mix of Executive and Independent Directors, which gives it an
advantage of expertise of various fields in effective management and consistent growth.
MISSION:
HDIL is committed to creating microstructures, megastructures and infrastructure for the nation
and creating value for our customers, investors, employees & society at large.
FINANCE:
Finance for buying flats in any of the HDIL projects can be obtained through any one of the
following Housing Finance Companies:
HDFC
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LIC
GIC
Dewan Housing Finance Corporation Limited
VYSYA Bank Housing Finance
HDIL IPO - opened for subscription on 28 June, 2007 and closed on July 03, 2007.
Issue Details :
Issue of Equity Shares# 30,000,000 Equity Shares of which
Employee Reservation Portion# 600,000 Equity Shares
Net Issue# 29,400,000 Equity Shares Of which:
Qualified Institutional Buyers (QIBs) Portion At least 17,640,000 Equity Shares* of which
Available for Mutual Funds only 882,000 Equity Shares*
Balance of QIB Portion (available for QIBs including Mutual Funds) : 16,758,000 Equity
Shares*
Non-Institutional Portion 2,940,000 Equity Shares*
Retail Portion 8,820,000 Equity Shares*
Green Shoe Option Portion1 Up to 4,500,000 Equity Shares
The Issue and Green Shoe Option Portion Up to 34,500,000 Equity Shares
Pre and post-Issue Equity Shares:
Equity Shares outstanding prior to the Issue : 180,000,000 Equity Shares
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Equity Shares outstanding after the Issue (excluding the exercise of the Green Shoe Option) :
210,000,000 Equity Shares
Equity Shares outstanding after the Issue (including the exercise of the Green Shoe Option in
full) : 214,500,000 Equity Shares
INTRODUCTION:
In simple terms, discounted cash flow tries to work out the value of a company today, based on
projections of how much money it's going to make in the future. DCF analysis says that a
company is worth all of the cash that it could make available to investors in the future. It is
described as "discounted" cash flow because cash in the future is worth less than cash today.
For example, let's say someone asked you to choose between receiving Rs100 today and
receiving Rs100 in a year. Chances are you would take the money today, knowing that you could
invest that Rs100 now and have more than Rs100 in a year's time. If you turn that thinking on its
head, you are saying that the amount that you'd have in one year is worth Rs100 today - or the
discounted value is Rs100. Make the same calculation for all the cash you expect a company to
produce in the future and you have a good measure of the company’s revenue. There are several
tried and true approaches to discounted cash flow analysis; we will use the free cash flow to
firm approach commonly used by Street analysts to determine the "fair value" of companies.
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The Forecast Period:
The table below shows good guidelines to use when determining a company's excess return
period/forecast period:
Excess Return/Forecast
Company Competitive Position
Period
How far in the future should we forecast? Let's assume that the company is keeping itself busy
meeting the demand for its Infrastructure development. Thanks to strong marketing channels and
upgraded technology and HDIL has been satisfying the diverse needs of scores of home seekers
in Mumbai Metropolitan region. Their business focuses on real estate development, including
construction and development of residential projects, commercial, retail and slum rehabilitation
projects. There is enough demand for Infrastructure development to maintain five years of strong
growth, but after that the market will be saturated as new competitors enter the market. So, from
the above table, we will project cash flows for the next five years of business.
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Growth Rate:
HDIL is expected to grow at to have CAGR of 42 %( source: Emkay Research). We take fixed
growth rate of 42% for DCF valuation for coming 5 years.
Reinvestment Rate:
If we relax the assumption that the only source of equity is retained earnings, the growth in net
income can be different from the growth in earnings per share. Intuitively, note that a firm can
grow net income significantly by issuing new equity to fund new projects while earnings per
share stagnate. To derive the relationship between net income growth and fundamentals, we need
a measure of how investment that goes beyond retained earnings. One way to obtain such a
measure is to estimate directly how much equity the firm reinvests back into its businesses in the
form of net capital expenditures and investments in working capital.
= 55.26 %
Free cash flow is the cash that flows through a company in the course of a quarter or a year once
all cash expenses have been taken out. Free cash flow represents the actual amount of cash that a
company has left from its operations that could be used to pursue opportunities that enhance
shareholder value - for example, developing new products, paying dividends to investors or
doing share buybacks.
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Free cash flow = EBIT (1-tax) – [EBIT (1-tax) × Reinvestment Rate]
EBIT (1-tax) nth year = EBIT (1-tax) n-1 year × (1 + growth rate)
Rs in mn
Current
Year 2008 2009 2010 2011 2012
Equity Reinvestment
Rate - 55.26% 55.26% 55.26% 55.26% 55.26%
A wide variety of methods can be used to determine discount rates, but in most cases, these
calculations resemble art more than science. Still, it is better to be generally correct than
precisely incorrect, so it is worth your while to use a rigorous method to estimate the discount
rate. A good strategy is to apply the concepts of the weighted average cost of capital (WACC).
The WACC is essentially a blend of the cost of equity and the after-tax cost of debt.
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Cost of Equity (Re):
Unlike debt, which the company must pay at a set rate of interest, equity does not have a
concrete price that the company must pay. But that doesn't mean that there is no cost of equity.
Equity shareholders expect to obtain a certain return on their equity investment in a company.
From the company's perspective, the equity holders' required rate of return is a cost, because if
the company does not deliver this expected return, shareholders will simply sell their shares,
causing the price to drop. Therefore, the cost of equity is basically what it costs the company to
maintain a share price that is satisfactory (at least in theory) to investors. The most commonly
accepted method for calculating cost of equity comes from the Nobel Prize-winning capital asset
pricing model (CAPM), where:
Rf - Risk-Free Rate - This is the amount obtained from investing in securities considered free
from credit risk, such as government bonds from developed countries. The interest rate of
government bonds is frequently used as a proxy for the risk-free rate.
ß - Beta - This measures how much a company's share price moves against the market as a
whole. A beta of one, for instance, indicates that the company moves in line with the market. If
the beta is in excess of one, the share is exaggerating the market's movements; less than one
means the share is more stable.We take Beta of comparable firm i.e Unitech which is having beta
of 1.1
(Rm – Rf) Equity Market Risk Premium - The equity market risk premium (EMRP) represents
the returns investors expect, over and above the risk-free rate, to compensate them for taking
extra risk by investing in the stock market. In other words, it is the difference between the risk-
free rate and the market rate.
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Cost of Debt (Rd):
As companies benefit from the tax deductions available on interest paid, the net cost of the debt
is actually the interest paid less the tax savings resulting from the tax-deductible interest
payment. Therefore, the after-tax cost of debt is Rd (1 - corporate tax rate).
The WACC is the weighted average of the cost of equity and the cost of debt based on the
proportion of debt and equity in the company's capital structure. The proportion of debt is
represented by D/V, a ratio comparing the company's debt to the company's total value (equity +
debt). The proportion of equity is represented by E/V, a ratio comparing the company's equity to
the company's total value (equity + debt). The WACC is represented by the following formula:
Present Value:
The present value of a single or multiple future payments (known as cash flows) is the nominal
amounts of money to change hands at some future date, discounted to account for the time value
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of money, and other factors such as investment risk. A given amount of money is always more
valuable sooner than later since this enables one to take advantage of investment opportunities.
Present values are therefore smaller than corresponding future values.
When future cash flow of the company is divided by the discount rate we get the present value of
that predicted years cash flow.
Where, n = year
Rs in mn
TERMINAL VALUE
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The Perpetuity Growth Model accounts for the value of free cash flows that continues
into perpetuity in the future, growing at an assumed constant rate. Here, the projected free cash
flow in the first year beyond the projection horizon (N+1) is used.
Beyond 2012 HDIL is expected to grow at 6% p.a i.e. at its perpetuity rate, hence net income for
the year 2013 will be:
= 35686 × (1+0.06)
= Rs. 37827 mn
Here, return on equity is rate at which company expect to get returns on its investments after
terminal point i.e. 2012.
Return on equity will drop to the stable period cost of capital of 9.5%.
Therefore,
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Free cash flow 2013 = 37827 – [37827 x 52%]
= Rs. 13936 mn
There are several ways to estimate a terminal value of cash flows, but one well-worn method is
to value the company as a perpetuity using the Gordon Growth Model. The model uses this
formula:
The formula simplifies the practical problem of projecting cash flows far into the future.
Therefore,
= Rs 146099 mn
= Rs. 84754 mn
Total Enterprise = Sum of Present value for 5 years + Present valueOf Terminal
Year + Cash – Debt
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= 32228 + 84754 + 1949 - 3756
= Rs. 115175 mn
SENSITIVITY ANALYSIS
Sensitivity analysis is the investigation of how the projected performance varies along with
changes in the key assumptions on which the projections are based.
The sensitivity analysis of the above DCF model can be done as follows:
Discount Rate
9% 9.5% 10%
HDIL IPO
Particulars Figures
Issue of Equity shares 30,000,000
Equity Shares outstanding prior to the 180,000,000
Issue
Equity Shares outstanding after the 210,000,000
Issue
Price Band Rs. 430 to Rs.500
Issue Price Rs. 500
Listing Price Rs. 538
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3 Days High Rs.634
3 Days Low Rs.535
Close Price (26th July 2007) Rs. 621
DCF Valuation Rs. 538
NSE Data
Total Trd
Date Prev Close Open High Low Close Qty Turnover in Lacs
It can be seen that per share value of the HDIL comes to Rs. 538 and the listing price is
Rs.538. Close Price as of 26th July 2007 is Rs.621. Hence it is buying opportunity of the
investors.
According to CLSA, HDIL IPO had been priced at a 20-30% discount to its forward
NPV. The IPO is good but the only concern here is the fall in retail demand for
property because of high interest rates.
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Retail category has been subscribed by only 1.59 times (oversubscribed by 0.59
times).
Institutional investor category in the HDIL IPO had been subscribed by over 10.13
times (oversubscribed 9.13 times)
The High Networth Individual category had been subscribed by 1.78 times
(oversubscription ratio: 0.78 times).
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Equity Issue Price Closing Price % Gain/Loss
as on
11/04/2008)
April 2008
March 2008
February 2008
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IPO IN PIPELINE:
Open
Offer Price
Issue Name From To Min. Invst (Rs)
(Rs.)
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IPO CLOSED BUT YET TO BE LISTED:
Retail
Likely Date of
Issue Name Sector Cut Off Price Subscription
Listing
(times)
Vimal Oil & Foods Limited Food Products N/A N/A N/A
Tubeknit Fashions Limited Textiles 108 0.17 N/A
Ammana Bio Pharma Limited Chemicals 14 0.37 N/A
Printing and
SVPCL Limited 45 2.24 N/A
Stationery
Kiri Dyes and Chemicals
Chemicals 150 2.38 N/A
Limited
Titagarh Wagons Limited Engineering 610 0.98 N/A
IPO GLOSSARY
A
Allocation
This is the amount of stock in an initial public offering (IPO) granted by the underwriter
to an investor.
Aftermarket
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Trading in the IPO subsequent to its offering is called the aftermarket.
Board of Directors
The composition of the Board of Directors is particularly critical for an IPO. Typically, a
board is composed of inside and outside directors.
Broken IPOs
If an IPO trades below its IPO price in the aftermarket, it is said to be a broken IPO.
Calendar
This refers to upcoming IPOs and secondary offerings. Brokerage houses have equity
calendars, bond calendars and municipal calendars.
Clearing Price
The price at which all shares of an IPO can be sold to investors in a Dutch Auction.
Sometimes referred to as the “market clearing price”.
F
First Day Close
The closing price at the end of the first day of trading reflects not only how well the lead
manager priced and placed the deal, but what the near-term trading is likely to be.
Float
When a company is publicly traded, a distinction is made between the total number of
shares outstanding and the number of shares in circulation, referred to as the float. The
float consists of the company's shares held by the general public.
Green Shoe
A typical underwriting agreement allows the underwriters to buy up to an additional 15%
of shares at the offering price for a period of several weeks after the offering. This option
is also called the overallotment and is exercised when the IPO is oversubscribed and
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trading above its offer price. The term comes from the Green Shoe Company, which was
the first to have this option.
Hot Issue
When there is significantly more demand than supply for an IPO it is said to be a hot
issue.
Insiders
Management, directors and significant stockholders are regarded as insiders because they
are privy to information about the operations of a company not known to the general
public.
IPO Price
Individual investors often ask why the price at which an IPO starts trading is different
from its offer price. This occurs because the offer price is set by the underwriters before
the stock starts trading. Once the stock starts trading, the price is determined by actual
supply and demand and can be higher or lower.
IPO Research
Prior to the offering, the underwriters involved in the IPO are prohibited from issuing
research or recommendations for forty days. Following the IPO, the underwriter is
allowed to issue a research report
M-N
Market Capitalization
The total market value of a firm. It is defined as the product of the company's stock price
per share and the total number of shares outstanding
Market Value
The market value of a company is determined by multiplying the number of shares
outstanding by the current price of the stock.
O
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Offering Price
This is the price at which the IPO is first sold to the public. It is set by the lead manager,
usually after the close of stock market trading the night before the shares are distributed
to IPO buyers. In the case of some foreign IPOs, the pricing occurs over the weekend.
Oversubscribed
When a deal has more orders than there are shares available it is said to be
oversubscribed.
Preliminary Prospectus
This is the offering document printed by the company containing a description of the
business, discussion of strategy, presentation of historical financial statements,
explanation of recent financial results, management and their backgrounds and
ownership.
Proceeds
Companies go public to raise money. The money raised is referred to as proceeds.
Red Herring
This is the term of art for the preliminary prospectus. It gets its name from the printed red
disclaimer on the left side of the prospectus.
U-V
Underwriter
This is a brokerage firm that raises money for companies using public equity and debt
markets. Underwriters are financial intermediaries that buy stock or bonds from an issuer
and then sell these securities to the public.
Venture Capital
Funding acquired during the pre-IPO process of raising money for companies. It is done
only by accredited investors.
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BIBLIOGRAPHY
www.ipohome.com
www.essortment.com
www.investopedia.com
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www.ipoavenue.com
www.moneycontrol.com
www.wikipedia.com
www.moneycentral.hoovers.com
www.bullishindian.com
www.rupya.com
www.investorguide.com
www.hdil.in/
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