What is NII in IPO?

An IPO is an opportunity for a company to raise capital by offering shares to the general public for the very first time. Companies use the funds raised to expand, pay off debts or acquire other companies. In the world of IPOs, the investors are classified into anchor investors, retail investors, qualified institutional buyers, and non-institutional investors, all of which play an imperative role in making an IPO successful. 

In this blog, we are going to discuss what NIIs are, categories of investors in the NII category, rules and regulations, key features of the NII category, and how investors impact IPO success. This information will allow you to make informed decisions for investment in IPOs, whether you are an experienced investor or new to the stock market.

What is NII?

The NII full form is Non-Institutional Investors. A retail investor invests relatively smaller amounts in an IPO, whereas NIIs are high net worth individuals or entities with the ability to invest large amounts of money, often higher than the minimum amount defined under the market regulations. Any individual, company, trust, or other entity except retail and institutional investors can be referred to as an NII.

For example, in India, a company applying for more than INR 2 lakh in an IPO is considered an NII. NII quota in an IPO is equal to 15%, i.e., 15% of the shares offered in the IPO are reserved for NIIs. NIIs are different from QIBs as they are not SEBI registered. NIIs compete for the allocation of IPO shares in their category based on demand and supply in the NII segment of the IPO.

Since the NIIs are sophisticated investors, their participation in an IPO is an affirmation of the company’s potential and stability. High levels of NII participation increase the perceived value of an IPO and positively influence other investors, hence increasing the overall subscription.

Categories of NII in IPO

The NII category consists of several subtypes that have varying attributes and investment objectives. Below are some of the main categories under NIIs:

• High-Net-Worth Individuals (HNIs): HNIs form a significant chunk of the NII category. Usually, HNIs are individuals with a high income and a net worth of at least INR 5 crore. HNIs could comprise entrepreneurs, high-income earners, experienced investors, etc., seeking sizable returns from IPO allocations.

• Corporations and Trusts: The NII category often consists of applications from corporations, partnerships, and trusts, among others, that are not part of the retail segment. Corporations invest in IPOs to diversify their asset portfolios or to acquire stakes in companies that are perceived to have growth potential within their industries. Trusts may also seek IPO allocation for the management of wealth, among other growth strategies.

• Family Offices: Family offices managing the wealth and assets of high-net-worth families are also a part of the NII category in IPOs. The investments are generally long-term growth plays, as they look to buy stakes in promising companies in their initial phase.

NIIs Rules and Regulations

The NII segment is highly regulated by rules and regulations, which are different from the regulations applicable to retail and QIB segments in IPOs. A few of the significant rules are as follows:

• Quota Allocation: At least 15% of the total IPO issue size is reserved for NIIs. This percentage is known as the NII quota in the IPO. All the remaining shares are allotted to Retail Investors, QIB Investors, etc.

• Minimum Investment: NIIs must apply for IPO shares worth more than INR 2 lakhs, with no upper limit to the investment amount. NIIs are further categorized into sNII and bNII. Investors with IPO application amounts between INR 2 lakhs to INR 10 lakhs are categorized as small NII or sNII. Meanwhile, those investing more than INR 10 lakhs fall under the bNII category.

• Allotment Rules: In oversubscribed IPOs, each NII applicant is allotted shares worth minimum application size, i.e., INR 2 lakhs, subject to the availability of equity shares in the NII portion. The same is applicable for both sNII and bNII. 

• IPO Application Modification and Cancellation: Once the IPO application is submitted, NIIs cannot cancel their bid. NIIs can modify their application and are allowed to increase the bid quantity or price.

Features of an NII Category

The features of the NII category specify the type of behavior that the investor adopts in the IPO market. Some of the basic features of NIIs include the following:

• High Investment Threshold: NIIs are required to invest a minimum of INR 2 lakhs in IPO. In India, retail investors can invest a maximum of INR 2 lakhs in an IPO. High investment requirements clearly distinguish NIIs from retail investors.

• Flexibility in Lot Size to Invest: The NIIs, on the other hand, are not subject to this maximum investment amount applicable to the retail investor.

• High Risk and Reward: Given that NIIs invest more, a higher risk is associated with the participation of NIIs. However, often, this risk is balanced by the prospect of high returns when IPOs perform well post-listing.

• Strategic and Informed Investment Approach: Unlike retail investors, NIIs typically do extensive research before applying. They rely on market analysts, financial advisors, or in-house teams to assess the company’s financials, management, industry position, and potential for future growth.

• Tax Considerations: They also have to weigh the tax implications of their investment returns. NIIs can sell their shares on the listing date but need to be cautious of the taxes applicable to the returns realized.  

Conclusion

In conclusion, NIIs play a crucial role in the success of an IPO, as they invest substantial amounts of funds and also affect the overall subscription levels. Investment flexibility, high net worth, and special quota reserved for them are some of the key features of the NII category. NIIs lend credibility and attract greater interest and participation from retail investors.

Every high-net-worth investor, as well as a corporate body intending to invest in an IPO, should be aware of the nuances in the NII category, due to which only those with relevant experience and capital can participate in the NII segment in IPOs.

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