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Primary market scenario post April 2022

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The world has been affected by Covid-19 for over 24 months now. However, capital markets used this opportunity and had a fantastic run during the same whether it be secondary markets or for that matter primary markets. A striking feature of primary market offerings during calendar year 2021 was the fact that the bulk of the offerings, as much as roughly 80 per cent was offer for sale. This OFS was dominated by PE investors who took advantage of the markets and sold their stake at unbelievable valuations. This was also the period when tech platform companies and new age companies hit the market. As usual, the market had its fair share of successes and failures.

The driving force behind the listing gains was the oversubscription witnessed across companies barring a handful. This oversubscription came at a cost- the cost of funding the application and this got built into the listing price. This gave a feeling that the issue did well post listing. In reality, most of these companies have lost sharply from their highs and have given up a large part of their gains. Physical events of companies launching their roadshows had stopped and they had become digital with Zoom webinars being the way. This system had its advantages and disadvantages with time to complete being reduced to just one day. Further it gave an unfair advantage to merchant bankers and promoters as conferences were conducted behind an effective censor board in the form of a moderator and tough questions being simply avoided.

An interesting incident was in the Zomato digital event where the company made its entire presentation in US dollars forgetting the basic fact that in an Indian issue, the currency of subscription is Indian Rupees. Fortunately, no other such event has happened thereafter thankfully.

Let us move to April 2022. The scenario has changed completely. There are new regulations imposed by RBI and SEBI. RBI has introduced a ceiling on the amount of money that can be lent by an NBFC against application at an upper cap of Rs 1 crore. This means every HNI can borrow just one crore each. This would mean in simple terms that the HNI portion which has seen oversubscriptions of 200-600 times would just not happen. The method of controlling this lending would be the PAN card. The second thing would be that this oversubscription came at a cost. The cost of funding. When there is no leveraging, there is no cost of funding. This would have a dramatic impact on the unofficial but rampant grey market. Premiums there would crash and the obnoxious returns made on listing would simply vanish. This would put pressure on subscriptions from other categories as well. The day when an IPO for Rs 1,000 crore garnered subscription across categories of Rs 40,000-60,000 would just stop.

SEBI has split the HNI bucket of 15 per cent into two with the first bucket of 5 per cent for application between 2 lakhs to 10 lakhs. The remaining 10 per cent is for applications which are greater than Rs 10 lakhs. The allotment in these categories in case of oversubscription would be on basis of lots like retail. This implies that allotment would be uniform to all applicants of the base lot size which would be Rs 2 lakhs and 10 lakhs as the case maybe on basis of lottery. In case of undersubscription, allotment would be on normal basis where the applicant would get shares on the basis of his subscription.

The other major change is with respect to anchor allocation and lock-in. Half the shares allotted to anchors would be locked for 30 days while the balance half would be locked in for 90 days. This would make anchor investors seek comfort on the pricing of IPO’s and indirectly seek comfort that the issue is reasonably priced so that they do not go under during the mandatory lock-in period.

Let us look at the HNI bucket with an example. For assumption we take a size of the primary offering which could include fresh issue and offer for sale of Rs 1,000 crore. Fifty per cent of the issue would be for QIB’s, 15 per cent for HNI’s and the balance 35 per cent for retail. Of the 50 per cent for QIB’s, 60 per cent would be for anchors. In this example, Rs 300 crore would be for anchors with Rs 150 crore of shares being locked in for the customary 30 days and balance Rs 150 crore for the new period of 90 days. Any anchor would now take a view that his invested price or issue price should not go below the issue price in 90 days. This would give additional comfort to other investors hopefully.

HNI bucket of 5 per cent for Rs 2 lakhs to 10 lakhs would mean Rs 50 crore. This would require 2,500 applications of Rs 2 lakhs to be subscribed on lots. The larger bucket of 10 per cent or Rs 100 crore would require 1,000 applications of Rs 10 lakhs to be subscribed. When the allotment is capped at this system unlike the earlier proportionate, many large applications would be deterred until and unless on the last day just before closing time there is a feeling that the issue may not get subscribed in the HNI category. Then people would look at the issue and make larger applications than 10 lakhs.

In the new scheme of things there would be two major factors which would see a change. The first is subscription levels where three-digit subscription levels in HNI category would be a thing of the past. Second would be as far as premiums are concerned. They would fall significantly as there is no logical cost of interest which could decide the logical premium. The impact of these two factors combined should put pressure on pricing by merchant bankers and promoters.

As an analyst, a person like me would be very happy that management and merchant bankers would now have to justify valuations rather than take the easy way out of suggesting that there is a 50-60 per cent grey market premium. If you feel the price is high, sell in the grey market.

Interesting times ahead for primary markets which will learn to evolve with these changes as well.

Business

Relief for Vodafone Idea as SC allows Centre to reconsider AGR dues issue

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New Delhi, Oct 27: In a relief for Vodafone Idea, the Supreme Court on Monday allowed the Centre to reconsider the issue of Adjusted Gross Revenue (AGR) dues worth Rs 9,450 crore to ease the burden of the loss-making telecom company. The court reasoned that this matter falls in the Union’s policy domain.

The Supreme Court noted that the decision was made keeping in mind the interest of 20 crore consumers of the telecom company.

In a landmark 2019 verdict, the Supreme Court endorsed the Centre’s definition of AGR and allowed the Centre to collect dues worth Rs 92,000 crore which came as a huge setback for telecom majors such as Vodafone and Bharti Airtel.

Vodafone’s latest petition flagged a fresh AGR demand of Rs 9,450 crore raised by the Department of Telecommunications. The petition contended that a substantial portion of the demand pertained to the pre-2017 period, which had already been settled by the Supreme Court.

Solicitor General of India Tushar Mehta told the court that “there is a huge change in circumstances” of the case because the government has infused equity in Vodafone.

“The government’s interest is public interest. There are 20 crore consumers. If this company is to suffer, it would lead to issues for consumers,” he said.

The Supreme Court noted in its order that the Centre is willing to examine the issue. “The government is also willing to reconsider and take an appropriate decision if the court permits. In the peculiar facts, we see no impediment in government reconsidering the issue. We clarify that this is a matter of policy, there is no reason as to why the Union should be prevented from doing so,” the apex court said.

AGR refers to a fee-sharing mechanism under which telecom operators must share a part of their revenue with the Centre as licensing fees and spectrum usage charges. There was a longstanding dispute between telecom companies and the Centre over the definition of AGR. While the telecom giants stressed that AGR should be based just on core services, the Centre argued it should also factor in non-telecom services provided by the telecom giants.

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US has reached a ‘substantial framework’ with China to avert tariffs: US Treasury Secretary Bessent

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Washinton, Oct 27: US Treasury Secretary Scott Bessent has said that he believes the US has reached a framework agreement with China to avoid imposing an additional 100 per cent tariff on Chinese imports.

“I think we’ve reached a substantial framework for the two leaders who will meet next Thursday… that tariffs will be averted,” Bessent said on Sunday to media from Kuala Lumpur, Malaysia, where President Donald Trump arrived on Saturday for a weeklong Asia diplomacy tour.

Trump is expected to meet with Chinese leader Xi Jinping in South Korea later this week.

Earlier, Chinese International Trade Representative Li Chenggang said the US and China had reached “preliminary consensus” on trade issues during discussions in Malaysia, according to Chinese media.

Bessent did not provide details about the framework but said on media that he anticipates the US would get “some kind of deferral” on rare-earth export controls.

The minerals have been central to trade tensions between the top global economies.

Bessent said the framework sets up Trump and Xi “to have a very productive meeting,” adding, “I think it will be fantastic for US citizens, for US farmers, and for our country in general.”

Bessent indicated that an escalation in tariffs on China is “effectively off the table” following what he described as “very good” trade talks with his Chinese counterparts.

President Trump had threatened an additional 100 per cent tariff on China from November 1 over Beijing’s efforts to impose export controls on critical rare earths, ratcheting up tensions between the US and China.

Asked about the status of those tariffs, Bessent told media on Sunday that tariff threat has “gone away” after two days of talks in Malaysia.

“We had a very good two-day meeting. I would believe that the – so it would be an extra 100 per cent from where we are now, and I believe that that is effectively off the table.”

He added, “I would expect that the threat of the 100 per cent has gone away, as has the threat of the immediate imposition of the Chinese initiating a worldwide export control regime.”

US and Chinese trade negotiators reached a “basic consensus” on how to address their “respective concerns,” Chinese state media said on Sunday, following talks between the two sides over the weekend in Kuala Lumpur.

A delegation led by Chinese Vice Premier He Lifeng met with US officials including Treasury Secretary Scott Bessent and Trade Representative Jameson Greer for the talks, which come days ahead of a highly anticipated meeting between Chinese leader Xi Jinping and US President Donald Trump.

The two leaders are expected to meet on the sidelines of the APEC summit in South Korea, though Beijing, unlike Washington, has yet to confirm the meeting.

Earlier on Sunday, Bessent said the two sides had “set the stage for the leaders’ meeting” with a “very successful framework for the leaders to discuss”.

“The two sides engaged in candid, in-depth, and constructive exchanges and consultations on major economic and trade issues of mutual concern,” the Chinese state media readout said.

It listed out those issues as including US penalties on China’s maritime logistics and shipbuilding industry, reciprocal tariffs, fentanyl tariffs, agricultural trade, and export controls – a sweeping set of frictions that have set the world’s two largest economies at loggerheads.

“Two sides reached a basic consensus on arrangements to address each other’s concerns. Both sides agreed to further finalise the specific details and fulfil their respective domestic approval processes,” the readout said.

Trade and tech tensions between the world’s two biggest economies have heightened in recent weeks after the US expanded its export blacklist, hitting China’s access to American high-tech, while China ramped up its own export controls on rare earth minerals.

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Indian markets open higher on positive US-China trade talks

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Mumbai, Oct 27: Indian stock markets opened on a positive note on Monday, supported by progress in trade talks between the United States and China.

Investors showed optimism after reports suggested that both countries are close to signing a deal to ease trade tensions.

The Sensex was trading at 84,450, up by 239 points or 0.28 per cent, while the Nifty stood at 25,874, gaining 79 points or 0.30 per cent.

On the weekly timeframe, the index witnessed a correction of nearly 311 points from its high, indicating heightened volatility and profit booking at higher levels.

“A breakdown below 25,670 could trigger weakness toward 25,500–25,400, while on the upside, resistance is placed at 25,950, followed by 26,000 and 26,100,” analysts said.

“Sustaining above these resistance levels will be crucial for the index to resume its upward trajectory,” they added.

Among the top performers on the Sensex were Tata Steel, Bharti Airtel, Tech Mahindra, and HDFC Bank, which rose up to 1.4 per cent.

On the other hand, stocks like Infosys, BEL, Kotak Mahindra Bank, and Bajaj Finance were among the laggards, falling up to 1.4 per cent.

Broader markets also traded in the green, with the Nifty MidCap index rising 0.46 per cent and the Nifty SmallCap index up 0.23 per cent.

The rally in domestic equities came after US Treasury Secretary Scott Bessen said on Sunday that President Trump’s proposed 100 per cent tariffs on Chinese goods were “off the table.”

He also mentioned that China is expected to increase soybean imports and delay restrictions on rare earth exports, easing global trade concerns.

All sectoral indices on the NSE were trading higher, with the Nifty Realty index leading the gains, up by 1 per cent.

Experts said that positive global cues and optimism around the US-China trade deal lifted market sentiment, helping Indian equities start the week on a strong note.

“Comments from the US treasury Secretary Scot Bessent that there is a “substantial framework for trade negotiations with China” indicate that a US-China trade deal is on the cards,” analysts said.

“For India, the fundamentals are also turning positive with brisk festival season sales and reports of a smart pick up in capital spending by the private sector. This long awaited trend has significant positive implications for India’s growth and stock market,” they mentioned.

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