Primary Markets for NISM certification

The primary market is where companies and governments raise fresh money. This chapter follows an issue from the decision to raise capital, through the rules and the people involved, to allotment and listing.

Operations & MarketsSeries XII64 MCQs4 lessons19 flashcards5 memory tricks

Practise Primary Markets free

What you'll learn

  1. What the primary market does and who is involved
    Explain the functions of the primary market and the roles of the issue's intermediaries.
  2. Rules for an IPO
    Apply the main ICDR eligibility, contribution, lock-in and public shareholding rules.
  3. Pricing, applying and allotment
    Compare fixed price and book building, and follow an application through ASBA to allotment.
  4. Rights issues, debt issues and private placements
    Describe rights issues, public issues of debt, QIPs and the electronic book for debt.

Concepts explained

Book building

Book building discovers an issue's price from investors' bids within a price band.

What it means

  • Issuer sets a price band or floor price.
  • Investors bid quantity and price, or choose cut-off.
  • Demand is visible during the issue.
  • Final cut-off price is where the issue is fully subscribed.
Example 1: Finding the cut-off
  • 5,000 shares offered in a band of ₹120–₹144
  • Bids at ₹144 and ₹140 total 3,000 shares; with bids at ₹135, the total reaches 5,000
  • Cut-off price = ₹135

Answer: Everyone bidding ₹135 or more pays ₹135

Related terms

  • Red herring prospectus: offer document without the final price
  • Cut-off option: bidder accepts whatever final price is fixed

Exam tip: Bidders below the cut-off get nothing; those above it still pay only the cut-off price.

ASBA and UPI

ASBA blocks the application money in the investor's own account until allotment instead of sending it to the issuer.

What it means

  • Mandatory for all public issue applicants.
  • Money keeps earning interest while blocked.
  • Debited only for the shares allotted; the rest is unblocked.
  • Individuals can use UPI for bids up to ₹5 lakh.
Example 1: Partial allotment
  • Bid ₹30,000 for 200 shares
  • Allotted 100 shares worth ₹15,000
  • ₹15,000 debited, ₹15,000 unblocked

Answer: No refund cheques needed

Related terms

  • SCSB: self-certified syndicate bank that offers ASBA
Promoters' contribution and lock-in

Promoters must keep a minimum stake for a minimum time after an IPO, so they have skin in the game.

What it means

  • Minimum promoters' contribution: 20% of post-issue capital.
  • Locked in for 18 months (3 years if most proceeds fund capex).
  • Excess over minimum: 6 months (1 year for capex).
  • Other pre-IPO holders: 6 months.
Example 1: Post-issue capital ₹500 crore
  • Minimum contribution = 20% × 500 = ₹100 crore
  • That ₹100 crore of shares can't be sold for 18 months

Answer: Promoters stay committed

Related terms

  • Skin in the game: owners' own money at risk alongside investors
Green shoe option

A green shoe option lets an issuer over-allot up to 15% more shares and use the money to support the price after listing.

What it means

  • Over-allotment up to 15% of the issue size.
  • A stabilising agent buys shares if the price falls below the issue price.
  • Stabilisation lasts 30 days from listing.
Example 1: Weak listing
  • Issue price ₹100; price falls to ₹95 after listing
  • Stabilising agent buys shares in the market with the over-allotment money
  • Buying supports the price

Answer: Price stabilised in the first 30 days

Related terms

  • Over-allotment: allotting more shares than the base issue size

Memory tricks

Book-building allocation'35-15-50': Retail gets the biggest family share (at least 35), NIIs a middle plate (at least 15), QIBs at most half the table (50).

Retail ≥ 35%, NII ≥ 15%, QIB ≤ 50%.

Issue period'Three to ten, then again': a public issue opens for 3 to 10 working days, plus 3 more if the price band changes.

Public issue period rules.

Promoter lock-in'Twenty for eighteen': promoters put in 20% and can't sell it for 18 months — like a recurring deposit you can't break.

Minimum contribution and its lock-in.

Green shoe'Fifteen percent extra, thirty days of care': like a sweet shop keeping 15% extra stock to steady prices for the first month after opening.

Green shoe: up to 15% over-allotment, 30-day stabilisation.

Rights issue window'Seven to thirty': a rights issue stays open between a week and a month.

Rights issue period.

Try 3 NISM-style questions

Q1. In a retail category 2 times oversubscribed, an investor who applied for 200 shares will receive about

  1. 100 shares
  2. 200 shares
  3. 400 shares
  4. 50 shares
Show answer

Answer: (1) 100 shares

200 ÷ 2 = 100 shares, proportionately.

Q2. Under ASBA, the application money

  1. Is transferred to the company on application
  2. Stays in the investor's account, blocked until allotment
  3. Is paid in cash at the exchange
  4. Is held by SEBI
Show answer

Answer: (2) Stays in the investor's account, blocked until allotment

The amount is blocked and debited only for allotted shares.

Q3. In a fixed price issue,

  1. The price is announced before the issue opens
  2. The price is discovered from bids
  3. Investors must bid within a price band
  4. The price is set after allotment
Show answer

Answer: (1) The price is announced before the issue opens

Fixed price means the price is known in advance.

Practise all 64 questions Free · explanations for every option · see where you go wrong

More Operations & Markets chapters (Series XII)