IPO Investing

Disclosures/Offer Documents


Since 1992, the entire IPO/FPO regulation is driven by disclosures-inform the investors as much as is possible and is relevant for him to take an informed investment decision. The disclosure requirements regarding the issuance of securities are covered in detail in the SEBI ICDR Regulations 2009.


Types of Offer Documents

Offer Document

‘Offer document’ is a document which contains all the relevant information about the company, promoters, projects, financial details, objects of raising the money, forms of the issue etc. and is using for inviting subscription to the issue being made by the issuer.  Offer document is called ‘Prospectus’ in case of a public issue and letter of offer in case of rights issue.

Draft Offer Document refers to the first document filed by companies with SEBI and stock exchanges for approval, who after reviewing, communicate their observations to the Company, which the company has to incorporate in the offer document. SEBI typically requires a period of 30 days for processing a draft offer document. The draft offer document is placed by SEBI on its website. It is also placed on the websites of recognized stock exchanges where specified securities are proposed to be listed and merchant bankers associated with the issue for public comments for a period of at least 21 days. Furthermore, the issuer either on the date of filing the draft offer document with SEBI or on the next day has to make a public announcement in one English national daily newspaper, one Hindi national daily newspaper and one regional language newspaper at the place where its registered office is situated, disclosing to the public the fact of filing of draft offer document and inviting the public to give their comments to SEBI.
 
The lead merchant bankers, after expiry of the above period (of at least 21 days), file with SEBI a statement giving information of the comments received by them or the issuer on the draft offer document during that period and the consequential changes, if any, to be made in the draft offer document.

Red herring prospectus A red herring prospectus (RHP) is a preliminary registration document that is filed with SEBI in the case of book building issue which does not have details of either price or number of shares being offered or the amount of issue. This means that in case price is not disclosed, the number of shares and the upper and lower price bands are disclosed. On the other hand, an issuer can state the issue size and the number of shares are determined later. In the case of book-built issues, it is a process of price discovery as the price cannot be determined until the bidding process is completed. Hence, such details are not shown in the Red Herring prospectus filed with ROC in terms of the provisions of the Companies Act. Only on completion of the bidding process, the details of the final price are included in the offer document. The offer document filed thereafter with ROC is called a prospectus.


Abridged Prospectus is an abridged version of offer document in public issue and is issued along with the application form of a public issue. It contains all the salient features of the prospectus.  

Prospectus is an offer document in case of a public issue which has all relevant details including price and number of shares or convertible securities being offered. This document is registered with ROC before the issue opens in case of a fixed price issue and alter the closure of the issue in case of a book built issue.

Shelf prospectus is a prospectus which enables an issuer to make a series of issues with in a period of 1 year without the need of filing a fresh prospectus every time. This facility is available to public sector banks, schedule banks and public financial institutions.

Letter of offer is an offer document in case of a Right issue of shares or convertible securities and is filed with stock exchanges before the issue opens.

Abridged letter of offer is an abridged version of the letter of offer. It is sent to all the shareholders along with the application form.

Placement document is an offer document for the purpose of Qualified Institutional Placement and contains all the relevant and material disclosures.

Accessing draft offer documents before even the IPO/FPO is cleared by SEBI
The draft offer document/letter of offer remains posted on SEBI website for a period of 21 days from the date of filing the same to SEBI and can also be downloaded from there

Public comments/complaints on the issuer company or others connected with the issue
The objective of making an offer document public is to invite public comments. The comments should be submitted within 21 days of the filing of the draft offer document by the company with SEBI.

Obtaining full copy of the offer document

Full copy of the offer document is available from the company, its lead managers and syndicate members. These are also available on the websites of SEBI, the lead managers, the stock exchanges and the company.

 

Important Links

 
 
 

Disclaimer:

Information provided herein is purely for dissemination of information and creating awareness among the investors about various aspects of investing. Although due care and diligence has been taken, the Institute of Company Secretaries of India (ICSI) shall not be responsible for any loss or damage resulting from any action taken by a person on the basis of the contents hosted on the website. It may also be noted that laws/regulations governing the markets are continuously evolving, hence an investor should familiarize himself with the latest laws/ regulations by visiting the relevant websites or contacting the relevant regulatory body.