Sharekhan Blog

What Is Shelf Prospectus?

  • Apr 1, 2024

Nowadays, any business looking to raise capital publicly must submit a prospectus to SEBI (Securities & Exchange Board of India), the market regulator.

A corporation issuing bonds is required to file a shelf prospectus, in contrast to an IPO, which files a Red Herring Prospectus.

Shelf Prospectus Meaning

A legal document that a business submits with the appropriate financial authorities that describes a thorough offer of securities that may be offered in the future is called a shelf prospectus. It allows the corporation to reveal its intentions ahead of schedule, revealing that it intends to issue additional securities and hold off on going public until the appropriate moment during the validity period.

This prospectus functions as a statement of intent, giving potential investors a general idea of the company's intentions to sell securities for a considerable amount of time. It includes all the relevant information that would be found in a typical prospectus, such as financial statements, the discussion and analysis of management, risks, and the intended use of proceeds. It does not, however, stipulate when the securities will be sold; the state of the market might determine that.

Who Can Issue Shelf Prospectus?

The below entities can issue shelf prospectus: -

1. Non-banking Finance Companies (NBFCs)

Financial firms that provide a range of banking services are known as NBFCs. They are not, however, licensed to operate as banks.

2. Public Sector Banks

Public sector banks are those in which the Central Government, the State, or another public sector bank directly owns at least 51% of the bank.

3. Public Financial Institutions (PFI)

They are businesses where the Central Government has around 51% of the paid-up shares. Industrial Finance Corporation of India, Life Insurance Corporation of India, and Industrial Finance Corporation of India are examples of PFIs.

4. Listed Companies

A shelf prospectus is a means of raising capital for companies whose securities are traded on the Calcutta Stock Exchange (CSE), National Stock Exchange (NSE), and Bombay Stock Exchange (BSE).

Criteria for Companies to Issue the Shelf Prospectus

1. The company's valuation ought to be at least Rs 5,000 crores.

2. The company must submit an agreement with SEBI regarding the dematerialisation of securities.

3. The issuer must guarantee that the bonds it is issuing have an AA- or above credit rating.

4. No regulatory action should be undertaken against the company's directors or promoters.

5. The business must consistently pay back the debt in instalments.Click Here to Apply for an IPO!

What Is The Validity Period Of Shelf Prospectus?

Generally, a shelf prospectus is valid for three years after the date of registration. This implies that during the three-year period, the corporation will be able to issue securities in tranches at different intervals without requiring a new prospectus for each offering.

The corporation must maintain the accuracy of the information in the prospectus during this time. A corporation may issue securities under a shelf prospectus until December 31, 2024, for instance, if it registered it on January 1, 2022. The corporation must release an updated prospectus that accurately reflects the present situation if its financial status dramatically changes. This guarantees that investors make decisions based on the most up-to-date and pertinent data.

How is a Shelf Prospectus Useful for an Investor?

A shelf prospectus serves the function of aiding regulators in verifying the legitimacy of companies issuing securities, hence indicating the legitimacy of the securities being sold. Companies may undergo a concise but comprehensive assessment by following certain regulations, norms, and standards with a shelf prospectus.

This document is also helpful to investors since it provides information about the company, its directors, and promoters, which helps them assess the risks involved in the securities that are being offered. Investors should examine the company's financial statements for a more thorough risk evaluation.

Difference Between Shelf Prospectus And Red Herring Prospectus


Aspect

Shelf Prospectus

Red Herring Prospectus

Definition

A document filed by companies to offer securities

A preliminary document issued prior to an IPO

Legal Status

Pre-approved by regulatory authorities for a period

Does not require regulatory approval before release

Information Provided

General information about the issuer and securities

Detailed information about the company and the IPO

Usage

Allows companies to offer securities multiple times

Used to gauge investor interest before finalising IPO

Timing

Can be used when needed within a specified timeframe

Issued before the final prospectus in IPO process

Investor Protection

Limited as it doesn't provide detailed information

Offers some protection as it discloses key details

Offering Flexibility

Provides flexibility in timing and offering amount

Limited flexibility as it precedes the final offer

Finalisation Requirement

No need for finalisation before each offering

Requires finalisation before the IPO goes live

The Bottom Line

Although a shelf prospectus may appear to be a complicated legal document, its main function is to facilitate more successful capital raising for businesses and to provide investors with important details regarding a company's financial health. Investors can choose securities from a company more wisely if they comprehend the advantages of a shelf prospectus and how it operates.

Team Sharekhan
by Team Sharekhan

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