QUALIFIED
INSTITUTIONAL PLACEMENT (QIP)
WHAT IS A
QUALIFIED INSTITUTIONAL PLACEMENT (QIP)
A qualified institutional
placement (QIP) is, at its core, a way for listed companies to raise capital
without having to submit legal paperwork to market regulators. It is common in
India and other Southeast Asian countries. The Securities and
Exchange Board of India (SEBI) created the rule to avoid the dependence of
companies on foreign capital resources.
HOW A QUALIFIED
INSTITUTIONAL PLACEMENT (QIP) WORKS
A qualified institutional
placement (QIP) was initially a designation of a securities issue
given by the Securities and Exchange Board of India (SEBI). The QIP allows
an Indian-listed company to raise capital from domestic markets without the
need to submit any pre-issue filings to market regulators. The SEBI limits
companies to only raising money through issuing securities.
The SEBI put forth the guidelines
for this unique avenue of Indian financing on May 8, 2006. The
primary reason for developing QIPs was to keep India from depending too much on
foreign capital to fund its economic growth.
Before the QIP, there was a
growing concern from Indian regulators that its domestic companies were
accessing international funding too readily via American depository
receipts (ADRs), foreign currency convertible bonds (FCCBs)
and global depository receipts (GDR), rather than Indian-based
capital sources. Authorities proposed the QIP guidelines to encourage Indian
companies to raise funds domestically instead of tapping into overseas
markets.
QIPs are helpful for a few
reasons. Their use saves time as the issuance of QIPs and the access to
capital is far quicker than through a follow-on public offer (FPO).
The speed is because QIPs have far fewer legal rules and regulations
to follow, making them much more cost-efficient. Further, there are fewer
legal fees and there is no cost of listing overseas.
In India, 47 firms together
raised Rs 551 billion ($8 billion) through QIPs in the fiscal year 2018. This
figure is the highest ever in a financial year. However, as of early 2019, 30
of those 47 QIPs were trading below their original issue prices.
REGULATIONS FOR A
QUALIFIED INSTITUTIONAL PLACEMENT (QIP)
To be allowed to raise capital through
a QIP, a firm must be listed on a stock exchange along with the
minimum shareholding requirements as specified in their listing agreement.
Also, the company must issue at least 10% of its issued securities to mutual
funds or allottees.
Regulations also exist for the
number of allottees on a QIP, depending on the specific factors within an
issue. Additionally, no single allottee is allowed to own more than 50% of the
total debt issue. Furthermore, allottees must not be related in any way to
promoters of the issue. Several more regulations dictate who may or may not
receive QIP securities issues.
QUALIFIED
INSTITUTIONAL PLACEMENTS (QIPS) AND QUALIFIED INSTITUTIONAL BUYERS (QIBS)
The only parties eligible to
purchase QIPs are qualified institutional buyers (QIBs), which are
accredited investors, as defined by whatever securities and exchange governing
body preside over it. This limitation is due to the perception that QIBs are
institutions with expertise and financial power that allows them to evaluate
and participate in capital markets, at that level, without the legal assurances
of a follow-on public offer (FPO).
KEY TAKEAWAYS
Ø Qualified
institutional placements (QIPS) are a way to issue shares to the public without
going through standard regulatory compliance.
Ø QIPs
instead follow a looser set of regulations but where allottees are more highly
regulated.
Ø The
practice is mostly used in India and other Southeast Asian countries.
Ø QIPs
were created to avoid dependency on foreign resources for raising capital.
Ø Qualified
institutional buyers (QIBs) are the only entities allowed to purchase QIPs.
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