NSE IPO moves ahead; exchange seeks shareholder consent for OFS

The National Stock Exchange of India (NSE) has taken a key step toward its much-anticipated initial public offering (IPO) by approaching existing shareholders to gauge their interest in participating through the offer for sale (OFS) route.

In a communication to investors, the exchange has reportedly sought expressions of interest (EOIs) from shareholders willing to divest part or all of their holdings as part of the proposed IPO. Investors have been asked to submit their responses by April 27, 5 PM.

“In your capacity as a shareholder, you may choose to tender equity shares held by you, either in part or in full, for sale in the IPO, subject to the terms and conditions outlined in the OFS notice and accompanying annexures,” the email stated.

Last month, NSE’s board approved proceeding with the IPO through a pure OFS by existing shareholders, subject to necessary approvals. The exchange had earlier received a no-objection certificate (NOC) from the Securities and Exchange Board of India (Sebi) in the last week of January.

However, the exchange has not disclosed the number of shares to be offered under the OFS or identified the participating shareholders. NSE’s ownership is widely dispersed among domestic and global financial institutions, insurance companies, and individual investors, with no single entity holding a controlling stake.

Trading members, along with their associates and agents, collectively hold around 35.51% of the exchange. Key domestic institutional shareholders include Life Insurance Corporation of India (LIC) with a 10.7% stake, Stock Holding Corporation of India Limited (SHCIL) with 4.4%, SBI Capital Markets with 4.33%, and State Bank of India with 3.23%. Other prominent investors include GIC, New India Assurance, and National Insurance.

Among foreign investors, notable stakeholders include Aranda Investments (Temasek), Canada Pension Plan Investment Board (CPPIB), Morgan Stanley (MS Strategic Mauritius), and Crown Capital.

Earlier this month, NSE concluded the appointment of intermediaries for the proposed IPO. In a March 12 release, the exchange said it has appointed 20 merchant bankers, including Kotak Mahindra Capital Company, JM Financial, Axis Capital, IIFL Capital Services, Motilal Oswal Investment Advisors, ICICI Securities, SBI Capital Markets, Nuvama Wealth Management, HDFC Bank, Avendus Capital, Morgan Stanley India, Citigroup Global Markets India, J.P. Morgan India, HSBC Securities and Capital Markets India, IDBI Capital Markets & Securities, 360 ONE WAM, Anand Rathi Advisors, DAM Capital Advisors, Pantomath Capital Advisors, and Equirus Capital.

The exchange has also appointed eight legal advisors, including Cyril Amarchand Mangaldas, Khaitan & Co, Latham & Watkins LLP, Sidley Austin Singapore, AZB & Partners, S&R Associates, Shardul Amarchand Mangaldas & Co, and Trilegal.

Other intermediaries include MUFG Intime India, Makarand M Joshi & Company, Manian & Rao, RBSA Advisors, Concept Communication, and Redseer Strategy Consultants.

The exchange added that Rothschild & Co India, which acted as the process advisor for selecting IPO intermediaries, has completed its engagement.

The IPO has been closely watched after NSE’s earlier attempt in 2016 was shelved following the co-location controversy. At the time, the exchange had filed draft papers with Sebi, reportedly aiming to raise around ₹10,000 crore through an OFS of about 23% by existing shareholders, including Tiger Global Management, Aranda Investments, Elevation Capital (formerly SAIF Partners), Norwest Venture Partners, Citigroup, Goldman Sachs, and State Bank of India.

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