Hi! My name is 'Offer Document'.
This is my generic name but I have several aliases depending on which company
has decided to issue securities. My origins start with preliminary discussions
between a merchant banker (mummy?) and a company (daddy?). They both have
several "dates" together. Slowly, like all relationships things get more and
more serious and finally both decide that it is time to create me.
Like
all creations, many late night meetings are necessary. They hold hands, thump
each other's backs and even have drinks and dinner together. Mummy commences a
"due diligence" exercise on daddy! A nuptial agreement called the mandate is
given by 'daddy" and another document called the MoU is also signed. Like the
genetic structure of Homo sapiens, the ACTG order of my genes and chromosomes
too is laid down, mainly in the ICDR regulations. However, the specific alleles
depend on my avatar - whether it is a private placement or public issue, equity
or debt, IPO or follow-on or rights or QIP. There are also relatively rarer ones
like buy-backs, open-offers and delisting.
One fine day both decide that
the muhurat for my birth has arrived. Paradoxically, the stars under which I
should be born are decided beforehand. There is a lot of excitement. I am
"delivered" in soft and hard forms to the Securities and Exchange Board of India
(Sebi), a doctor of sorts. This doctor is very independent - at least he says
so. By law, all offer documents are deemed "born prematurely" and this is
effectively my "intensive care maternity ward" where I have to be "observed" for
a minimum period of 30 days to see whether all my physical attributes and
internal organs are ok.
I become famous and everyone in the capital
markets comes to know of my existence because a press release is issued and my
entire DNA and horoscope are also available on the net. Sometimes if I am cranky
or the boisterous variety, I have to be detained for more time and on very rare
occasions, by mutual consent I am "aborted", even after delivery. Infanticide?
I am supposed to be out in 30
days. What really happens is that every 25 or 30 days or so (this is an art the
good doctor has perfected) the doctor's assistants send laboratory reports
stating which of my limbs, organs need to be repaired and I may also need some
extra parts to make be fit to come out in the financial world. How soon do I get
out of this maternity ward? Well, that depends on the doctor's mood and whether
my mummy and daddy are big or small. Big daddies like PSUs appear to never have
a problem and in fact sometimes the law is changed to suit them. Some big
private sector daddies also manage to get me discharged very early.
The
general rule is - the smaller the mummy and daddy, the longer it takes. Looks
like size does matter in the capital markets. Of course the doctor is never
responsible for the delay - his public reports say that my mummy and daddy are
always responsible. How long he takes or how many piece-meal observation letters
are issued is never revealed - this is "transparency". And while I am
transparently available, the observations on my constitution are secret! And
what do you say of someone who wants the whole world to do its job?
Finally, I am declared healthy, although some blanks are yet to be
filled which is done only after the money comes in. The doctor gives his final
observation report and then the action starts. First, a muhurat for my launching
into the outside world. Then I am delivered to a cloning house called printers.
I am not launched alone - a number of clones are created. More interestingly, my
younger brothers - their names are always abridged - are simultaneously created
by copying select parts of my DNA. There are efforts on to enable me to speak
several mother tongues. I am always dressed in white diapers - no baby blue or
baby pink for me. This has a long history when a few years back a Bollywood
actress appeared on me and all hell broke loose. After that I am dressed only in
white - probably to display my virgin status. Don't let that fool you - many
have been screwed by me.
Another muhurat is chosen for one of my clones
to be submitted to the RoC - a registrar of births. It is at this time that
mummy and daddy go on a honeymoon showing me off to various people who poke,
pinch, lift me up etc., to see what price I can command. They are called
analysts who check my fundamentals and technicals. A grey market comes into
existence, where I am quoted and traded. A lot of noise has been made that this
market will be stopped, but like squatters in slums and pavement hawkers, these
are only empty words. And then comes the big day - called the issue opening
date.
Before that, based on what my buyers are willing to pay, a price
band is decided. My clones and my chotta bhais are distributed from
Achchanguttaipatti to Zunheboto. While some may read me, most of us, including
my chotta bhais are all unceremoniously discarded after divesting us of the most
important part - called the application form. In fact many of us are sold as
raddi - even before the issue opening date. Sometimes this is the only way some
people can make a profit. I sincerely wish that the ministry of environment
looks at the number of trees that are unnecessarily chopped in the name of
regulations. To twist a Churchillian gem - Never in the history of mankind has
so much paper been wasted to print so much that so few will read.
These
are now my last few days. When my contents have been sold, some of my clones are
banished to many record rooms. Dark, dingy places as if I have committed a
crime. There I lie till a similar brother has to be created and then I am taken
out, dusted and copied, mutatis mutandis. I may die but many co-brothers are
always there to keep the family tree alive. My flirtatious mummy is also always
on the lookout to hook other daddies to start the process all over again.