Maiden stock exchange IPO

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Four law firms – three Indian and one international – shared the honours as advisers on the recent IPO of BSE (the Bombay Stock Exchange), which was oversubscribed 51 times and netted US$184 million. The IPO of what is Asia’s oldest stock exchange was the first IPO of a stock exchange in India.

BSE’s shares will be listed on the National Stock Exchange of India (NSE), as self-listing for a stock exchange is not allowed under the rules of the Securities and Exchange Board of India (SEBI).

The Bombay Stock Exchange (BSE) building stands tall over Mumbai's colonial-era architecture.
The Bombay Stock Exchange (BSE) building stands tall over Mumbai’s colonial-era architecture.

AZB & Partners was legal counsel to BSE and Crawford Bayley & Co was legal counsel to the selling shareholders. Nishith Desai Associates and Clifford Chance were legal counsel to the underwriters.

AZB partner Varoon Chandra, who along with partner Lionel D’Almeida and senior associate Richa Choudhary advised on the IPO, said that “the endeavour was to ensure that the scheme of participation reached out to all of BSE’s shareholders so as to ensure maximum participation by them and to keep logistical issues to a minimum, while ensuring no compromise from a legal perspective”.

Sanjay Asher, a senior partner at Mumbai-based Crawford Bayley & Co, advised the 302 shareholders who together owned 28.26% of the issued share capital of the exchange and who were to receive the proceeds of the entire IPO.

The team from Nishith Desai Associates comprised partner Pratibha Jain and nine others.

Clifford Chance said the deal was carefully structured to allow sales in the US “while complying with the ‘Volcker Rule’ and the US Investment Company Act”, which are both “rare requirements” for Indian listed companies.

Legal counsel: Partner Rahul Guptan at Clifford Chance led his firm’s team on the deal. He was supported by partner Johannes Juette, senior associates Jonathan Crandall and Shashwat Tewary, associates Angela Ryu, Cora Ang and Stephanie Liman, and trainee Siddhartha Premkumar.

Guptan said the “historic IPO … required navigating a host of regulatory issues to secure SEBI approval to list on the NSE”.

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