Mbd Induction - Latest

7/30/2019 Mbd Induction - Latest

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Karvy Investor Services Ltd.

Welcomes You


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Organization Life Cycle


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Structure of the Securities Market

CAPITAL

MARKET

BUYING / SELLING

MARKET REGULATOR

(SEBI)SROs

AMBI

AMFI

MARKET

INTERMEDIARIESInvestment

Bankers

R&T

Agents

Mutual

FundsStock

EcxhangesBrokers

Under-

writers

Investment

Analyssts

Portfolio

Managers

RAIN


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Who is a Merchant Banker?

Securities & Exchange Board of India (Merchant Bankers) Rules, 1992defines a Merchant banker as

Any person who is involved in managing issues

Buys, sells or subscribes to securities as manager

Renders corporate advisory service in relation to issue management

,restructuring, buybacks, delisting, takeovers, ESOPS and the list goes on.


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Karvy MBDRange of Services

Capital Issues

Value Added Services

Restructuring

Mergers, Amalgamations

Private Placement

Merchant

Banker


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Relationships of Merchant Banker

MERCHANT

BANKER

INTERMEDIARIES

ISSUER INVESTOR

SEBI

Capital

Market

Information

ComplianceRegulation

Disclosures

Guidance Co-ordination

Quality Issues


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Intermediaries and Legal StructureBook Built IPO

Intermediaries

Complex Legal Structure of a Book Built Offer

EscrowBankers

EscrowBankers

Syndicate MembersSyndicate Members

DomesticLegal

Counsel

DomesticLegal

Counsel

BRLMCo -BookRunners

BRLMCo -BookRunners

Book Runners

Legal Counsel

Book Runners

Legal Counsel

International Legal

Counsel

International Legal

CounselRegistrarsRegistrars PrintersPrinters

IssuerCompany /

SellingShareholder

IssuerCompany /

SellingShareholder

Arrangement

Co - ordination

AdvertisingAgency

AdvertisingAgency

EscrowBankers

EscrowBankers

Syndicate MembersBroker/ Syndicate

DomesticLegal

Counsel

DomesticLegal

Counsel

BRLMCo -BookRunners

BRLMCo -BookRunners

Book Runners

Legal Counsel

Book Runners

Legal Counsel

International Legal

Counsel

International Legal

CounselRegistrarsRegistrars PrintersPrinters

IssuerCompany /

SellingShareholder

IssuerCompany /

SellingShareholder

Arrangement

Co - ordination

Arrangement

Co - ordination

AdvertisingAgency

AdvertisingAgency

SyndicateAgreement

IssuerIssuer

Company /Company /

SellingSelling

ShareholderShareholder

OfferorsPoA

Book RunnersMoU

ListingAgreements

InternationalWrap

Registrars

MoU

UnderwritingAgreement

Prospectus

Software usageagreements with

StockExchanges

Depository 3 -party

agreements

Red HerringProspectus

EscrowAgreementCAN

SyndicateAgreement

IssuerIssuer

Company /Company /

SellingSelling

ShareholderShareholder

OfferorsPoA

Book RunnersMoU

ListingAgreements

InternationalWrap

Registrars

MoU

UnderwritingAgreement

Prospectus

Software usageagreements with

StockExchanges

Depository 3 -party

agreements

Red HerringProspectus

EscrowAgreementCAN


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Finalizing Basis of

Allotment

Documentation withdepositories

Credit into investor

accounts

Listing approvals fromthe stock exchanges

Post issue research

support

Merchant Bankers Span of Work

Due Diligence

Preparation ofProspectus

Arranging FirmAllotments

Statutory approvals

Appointingagencies

Marketing strategy

Press and Brokerconferences

IPO Funding

Printing andDistribution ofstationery

Road shows

Press

Brokers

InstitutionalInvestors

Retail Investors

One to One meets

Research Reports

Analyst meets

NRI Investors

PRE ISSUE MARKETING POST ISSUE


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Marketing Strategy

Broker and Press conferences in key citiesAdvertising and Public Relations campaign

Management interviews in print & electronic media

Initial contact with High Net Worth Individuals (HNI)

by Private Client Services (PCS) sales personKey HNI meet with the management

Collate pre-marketing feedback and decide floor price

Finalize the management road show schedule tomaximise investor coverage across investor

geographiesOne-on-one meetings and group functions with

company management video / telephoneconferences in secondary cities as needed

Regular interface by salespersons with fund managersto follow-up for bids

Qualified

Institutional Buyers

60%

High net worth

individuals

25%

Retail

15%

Strategy

Strategy

Strategy

Qualified

Institutional Buyers

50%

High net worth

individuals

15%

Retail

35%

Strategy

Strategy

Strategy


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Pricing Strategy

Results ofGlobalMarketing

Analyze levels of demand and over-subscription at various pricelevels

Assess quality of demand

PricingViews by

LeadingInvestors

Analyze demand and price views of global leading investors

Assess after-market price views

RelativeValuation

Apply IPO discount to secondary multiples of comparablecompanies

Market

conditions

Assess relative performance of Asian, European and US markets

Assess volatility in various markets

OtherImportantFactors

Analyze issuer specific objectives


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Underwriting

Underwriting means an agreement with or without conditions tosubscribe to the securities of a body corporate when the existingshareholders of such body corporate or the public do not subscribe tothe securities offered to them.

Underwriters Obligations

In respect of every underwritten issue, the lead merchant banker(s)shall undertake a minimum underwriting obligation of 5% of thetotal issue size or Rs.25 lacs whichever is less.

The outstanding underwriting commitments of a merchant bankershall not exceed 20 times its net worth at any point of time.


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Precautions

To study the feasibility of the issue

To assess the companys background and its financials to ensure thatthe investment pays off.

Depending on the background of the company, the underwritingobligation is ascertained.

As per the size of the issue underwritten, the issue has to besanctioned by the appropriate authority.


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Corporate Restructuring

Karvy provides clients with strategic and practical solutions to financial

challenges. The uniqueness ofKarvys advisory capabilities lies in its ability to

balance the objectives of the companies as well as that of the promoters. Our

advisory services pertaining to Corporate Restructuring includes:

Buy Back of Shares

Delisting

Takeovers


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Rationale for Buyback

Dilemma of free cash flow

Normally when share price is depressed and the management perceives that

the Company is undervalued.

To achieve or maintain a target capital structure

Signal to market and support price

Prevent hostile takeovers

Return capital to shareholders when you are in a mature industry or as taxefficient alternative to cash dividend

Reduce minority shareholders

Regulations for Buyback

SEBI (Buyback of Securities) Regulations,1998


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Major Buyback Issues Handled

Executed

Punjab Communications Limited

Titanor Components Ltd

The Nellimapathy Tea Produce Co. Ltd

Heritage Foods (India) Ltd Bhagyanagar Metals Ltd

The Sirpur Paper Mills Ltd

Chordia Food Products Ltd

Mro-tek Limited

Pipeline

Assam Carbon Products Limited


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Rationale for Delisting

Consequent to public holding falling below the minimum limitspecified in the listing conditions

To avoid complying with the rigorous listing requirements

Meagre or Nil trading on SEs

Not traded at intrinsic values

Regulations for Delisting

SEBI (Delisting of Securities) Guidelines - 2003


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Major Delisting Issues Handled

Executed

Spencer and Company Limited

Sharadha Terry Products Limited

Ideaspace Solutions Limited

SRP Tools Limited

Rockwool (India) Limited

Kadri Mills Limited

Federal Technologies Limited

Harisiddha Trading & Finance Limited Spectra Punj Lloyd Limited

Pipeline

Quality Care India Limited


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Rationale for Takeover

Synergies in operations create economies of scale.

Global exposure compel companies to become more competitive.

More efficient and focussed by hiving off certain parts of theirbusinesses and adding others.

Shakeout in several sectors as a result of changes in governmentpolicy.

Consolidation of small and fragmented players

Tax advantages from restructuring.

Regulations for Takeover

SEBI ( Substantial Acquisition of Shares and Takeovers) Regulations, 1997


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Major Takeovers Handled

Executed

Venkataramana Hotels Limited

Stewarts & Lloyds of India Ltd

SSI Limited

Quintegra Solutions Ltd

Pennar Industries Ltd Kerry Jost Engineering Ltd

Raasi Refractories Ltd

WPIL Ltd

Saag Mauritius Ltd

TTK Healthcare Ltd

RR Greenhands Infrastructure Ltd Advanced Micronic Devices Ltd.

Pipeline

WPIL Limited


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Private Placement

Raising capital through a private placement of a companys securities is an

effective and timely alternative to a public offering.

A company can consider such financing at an early stage in its development or as

interim financing until a public offering can be completed.

Private placement or private investment capital is money invested in the company

usually from private investors in the form of stocks and sometimes bonds. Karvy's nation-wide presence and excellent rapport with Financial Institutions

(FIs) and High Net worth Individuals (HNIs) enable speedy and immaculate

private placements of debt and equity.

We have mobilized more than Rs.10,000 crores to Government of Andhra Pradesh

in the form of debt.

Our financial presentations have been well appreciated by the Institutional

Investors and High Net worth clients.


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Karvy Investor Services Limited

Karvy has obtained its Merchant Banking License in 1995.

Since 1995, Karvy has handled over 150 issues in various capacities

Evolving into top league Investment Banker

Strong execution team

Excellent institutional relationships

Offices established in Dubai and New York to tap FII and NRI clientele


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Corporate Finance Division

Corporate Advisory

EquityPlacement

Debt Syndication

M & A

Advisory


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Objective

Flawless execution to meet diverse client needs

Wealth Maximization

Relentless improvisation

Identifying investment opportunities

Exceeding Expectations

Strategies

Avenues

Client

Knowledge

Wealth

Satisfaction


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Services Offered

Mergers &

Acquisition

Buy Side Transaction Sell Side Transaction Leveraged Buyouts Management Buyouts Divestiture

DebtSyndication

Term Loan Working Capital Loan

Mezzanine Financing ECB/ FCCB Project Financing

Private Placement ofEquity

PIPE: Private investmentin Public Equity

QIP: QualifiedInstitutional Placement.

Venture Funding

ADR / GDR

Equity

Placement

Business Plan Public Private

Partnership Advisory Strategic Project

Advisory Financial Reengineering Project Identification Corporate Restructuring

Corporate

Advisory


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Philosophy

Karvys Corporate Finance Group couples extensive experience and expertise with anintense commitment to build meaningful long-term client relationships.

Small to medium enterprises inthe emerging Growth Sectors.

Has collective investment banking andcorporate finance experience, of 100years

Highly versatile team with executionexperience in different types oftransactions for various industries.

Personal attention and counseling tothe clients.

Understanding complex operational,strategic, and financial issues

Offering value additions and creativesolutions.

Our Expertise Our Understanding

Client Focus


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A FULL SERVICE HOUSE

Full Service : Complete basket of equity capital market services, including

public offerings, private placements, mergers and acquisitions, advisory,

equity research, institutional distribution

Network & Reach : Pan-India network of 550 owned branches is practically

the best sales engine in the industry

Research Driven : Equity research forms the essence of our business model

and drives our investment banking, sales, trading & wealth mgmt. services

Quality, Focused Advice and Execution : Research and investment banking

professionals work as a team to provide domain expertise, execution and

service

After Market Support : Comprehensive market support, including focused

equity research and fund manager meetings

Long Term Commitment : Senior-level attention not only during

transactions, but throughout

Integrated Approach : Capabilities to deliver in all spheres of financial

services


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ThankYou !

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