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Pre-listing trading in shares: How SEBI’s new rule could change IPO investing for you

  •  5 min read
  • 0
  • 02 Apr 2025
Pre-listing trading in shares: How SEBI’s new rule could change IPO investing for you

With Initial Public Offerings (IPOs) continuing to attract enormous interest in India, investors like you are always seeking opportunities to maximise their potential gains when new companies get listed.

But the present IPO process also has risks, especially at the pre-listing phase when shares are traded in an unregulated grey market. But this may soon change with the Securities and Exchange Board of India (SEBI) planning to launch a regulated platform for pre-IPO share trading.

As an investor, you can expect increased transparency, liquidity, and protection under this reform. It makes you capable of making more informed investment choices while making IPO investments. Here's a detailed analysis of how SEBI's proposed regulated pre-listing platform may affect IPO investing for you.

The moment a company puts up its prospectus for an upcoming IPO, the grey market springs to life. The unregulated over-the-counter market makes pre-listing share trading on anticipated IPO price bands possible. Since there is no transparency required, the grey market subjects you to several risks as an investor.

Uncertainties regarding liquidity – You are unable to close out your position in the grey market if you eventually do not want to invest in the IPO. This detracts from the flexibility of making investment decisions.

Unregulated behaviour – Grey market prices can be manipulated and tend to not reflect actual demand. This skews signals and could result investing at prices higher than the optimal.

Information asymmetry – Limited public information causes asymmetry that benefits speculators, which could potentially place you at a disadvantage.

Uncertain pricing and demand signals – The grey market provides no definite indication of genuine market demand or reasonable valuation of the IPO. You are uncertain about plausible price levels.

To counter these risks, SEBI intends to launch a transparent, regulated pre-IPO share trading platform in the 3 days between listing and allotment. This is when the grey market is most active. SEBI's proposed platform gives you four important advantages:

More transparency on demand and valuations – The platform will report buy/sell quantities, providing you with a direct view of underlying investor demand and possible price ranges for the IPO. This makes you an informed decision-maker.

Improved investor protection – Strict rules protect you from possible manipulation and sudden price fluctuations experienced in the grey market. You can invest safely at genuine market-driven prices.

Better-informed decisions – Knowledge of volumes, patterns of price and clean data equip you to perfectly time your entry, amount of investment and exit in the IPO according to your investment plan.

Experts believe SEBI’s regulated pre-listing platform could positively transform India’s IPO investing landscape in multiple ways -

  • Enhancing retail investor demand – Through greater transparency and equitable access, it might induce higher retail investor participation in IPOs that was previously subdued.

  • Fostering foreign capital – Foreign investors might perceive Indian IPOs more positively due to the transparency and governance surrounding pre-listing price discovery.

  • Rationalizing valuations – Controlled pre-listing price indications may result in less aggressive IPO pricing and valuation multiples, offsetting distortions previously observed.

  • Simplifying IPO planning – Firms would be able to better plan IPO times and price bands with the help of data from pre-listing trading. This generates stability in post-listing price behaviour.

  • Suppressing early grey market – Regulated pre-IPO trading could reduce the unofficial grey market that starts even before filing the prospectus. This also safeguards retail investor interests.

While these broader impacts will evolve over time, the immediate benefit for you lies in getting structured access to pre-IPO shares. Now, how can you optimise this opportunity?

Here are some tips on how you can best leverage the pre-IPO trading platform as an investor:

  • Closely track pre-listing price moves and volumes every day to gauge true investor sentiment for the IPO. Use this to make informed bidding decisions.

  • Use the trading platform to build your IPO position gradually instead of in one go. This allows price averaging instead of potentially investing at a peak.

  • Be ready to sell your shares on the platform in case the build-up of volumes and prices does not align with your expectations. This provides an exit option.

  • Leverage data available on the platform to identify attractive IPOs based on pre-listing trends and optimise your bidding price, investment size, and timing.

  • Limit early exposure to the grey market. Utilise the regulated pre-listing platform available just before IPO opening to get reliable insights.

Replacing the opaque grey market with regulated trading empowers you to compete on a level playing field in bidding for promising IPOs. You can drive better outcomes by optimising your usage of the insights available on this platform. While some grey market activity may continue in the early stages, this reform significantly enhances investor protection and participation in India’s IPO markets.

FAQs

The platform will help you gain more transparent knowledge about the company that is being listed primarily. This could help you make better investment decisions regarding the IPO.

Right now, the grey market is the primary hub of pre-IPO parading. But SEBI’s platform comes with strict regulations that will provide transparency and safety to everyday investors, which the grey market can’t.

Even though the platform is highly regulated, ensure you make your investment decisions based on your research. The additional risk of investing in a not-yet public company has to be addressed and precautions have to be taken.

This article is for informational purposes only and does not constitute financial advice. It is not produced by the desk of the Kotak Securities Research Team, nor is it a report published by the Kotak Securities Research Team. The information presented is compiled from several secondary sources available on the internet and may change over time. Investors should conduct their own research and consult with financial professionals before making any investment decisions. Read the full disclaimer here.

Investments in securities market are subject to market risks, read all the related documents carefully before investing. Brokerage will not exceed SEBI prescribed limit. The securities are quoted as an example and not as a recommendation. SEBI Registration No-INZ000200137 Member Id NSE-08081; BSE-673; MSE-1024, MCX-56285, NCDEX-1262.

With Initial Public Offerings (IPOs) continuing to attract enormous interest in India, investors like you are always seeking opportunities to maximise their potential gains when new companies get listed.

But the present IPO process also has risks, especially at the pre-listing phase when shares are traded in an unregulated grey market. But this may soon change with the Securities and Exchange Board of India (SEBI) planning to launch a regulated platform for pre-IPO share trading.

As an investor, you can expect increased transparency, liquidity, and protection under this reform. It makes you capable of making more informed investment choices while making IPO investments. Here's a detailed analysis of how SEBI's proposed regulated pre-listing platform may affect IPO investing for you.

The moment a company puts up its prospectus for an upcoming IPO, the grey market springs to life. The unregulated over-the-counter market makes pre-listing share trading on anticipated IPO price bands possible. Since there is no transparency required, the grey market subjects you to several risks as an investor.

Uncertainties regarding liquidity – You are unable to close out your position in the grey market if you eventually do not want to invest in the IPO. This detracts from the flexibility of making investment decisions.

Unregulated behaviour – Grey market prices can be manipulated and tend to not reflect actual demand. This skews signals and could result investing at prices higher than the optimal.

Information asymmetry – Limited public information causes asymmetry that benefits speculators, which could potentially place you at a disadvantage.

Uncertain pricing and demand signals – The grey market provides no definite indication of genuine market demand or reasonable valuation of the IPO. You are uncertain about plausible price levels.

To counter these risks, SEBI intends to launch a transparent, regulated pre-IPO share trading platform in the 3 days between listing and allotment. This is when the grey market is most active. SEBI's proposed platform gives you four important advantages:

More transparency on demand and valuations – The platform will report buy/sell quantities, providing you with a direct view of underlying investor demand and possible price ranges for the IPO. This makes you an informed decision-maker.

Improved investor protection – Strict rules protect you from possible manipulation and sudden price fluctuations experienced in the grey market. You can invest safely at genuine market-driven prices.

Better-informed decisions – Knowledge of volumes, patterns of price and clean data equip you to perfectly time your entry, amount of investment and exit in the IPO according to your investment plan.

Experts believe SEBI’s regulated pre-listing platform could positively transform India’s IPO investing landscape in multiple ways -

  • Enhancing retail investor demand – Through greater transparency and equitable access, it might induce higher retail investor participation in IPOs that was previously subdued.

  • Fostering foreign capital – Foreign investors might perceive Indian IPOs more positively due to the transparency and governance surrounding pre-listing price discovery.

  • Rationalizing valuations – Controlled pre-listing price indications may result in less aggressive IPO pricing and valuation multiples, offsetting distortions previously observed.

  • Simplifying IPO planning – Firms would be able to better plan IPO times and price bands with the help of data from pre-listing trading. This generates stability in post-listing price behaviour.

  • Suppressing early grey market – Regulated pre-IPO trading could reduce the unofficial grey market that starts even before filing the prospectus. This also safeguards retail investor interests.

While these broader impacts will evolve over time, the immediate benefit for you lies in getting structured access to pre-IPO shares. Now, how can you optimise this opportunity?

Here are some tips on how you can best leverage the pre-IPO trading platform as an investor:

  • Closely track pre-listing price moves and volumes every day to gauge true investor sentiment for the IPO. Use this to make informed bidding decisions.

  • Use the trading platform to build your IPO position gradually instead of in one go. This allows price averaging instead of potentially investing at a peak.

  • Be ready to sell your shares on the platform in case the build-up of volumes and prices does not align with your expectations. This provides an exit option.

  • Leverage data available on the platform to identify attractive IPOs based on pre-listing trends and optimise your bidding price, investment size, and timing.

  • Limit early exposure to the grey market. Utilise the regulated pre-listing platform available just before IPO opening to get reliable insights.

Replacing the opaque grey market with regulated trading empowers you to compete on a level playing field in bidding for promising IPOs. You can drive better outcomes by optimising your usage of the insights available on this platform. While some grey market activity may continue in the early stages, this reform significantly enhances investor protection and participation in India’s IPO markets.

FAQs

The platform will help you gain more transparent knowledge about the company that is being listed primarily. This could help you make better investment decisions regarding the IPO.

Right now, the grey market is the primary hub of pre-IPO parading. But SEBI’s platform comes with strict regulations that will provide transparency and safety to everyday investors, which the grey market can’t.

Even though the platform is highly regulated, ensure you make your investment decisions based on your research. The additional risk of investing in a not-yet public company has to be addressed and precautions have to be taken.

This article is for informational purposes only and does not constitute financial advice. It is not produced by the desk of the Kotak Securities Research Team, nor is it a report published by the Kotak Securities Research Team. The information presented is compiled from several secondary sources available on the internet and may change over time. Investors should conduct their own research and consult with financial professionals before making any investment decisions. Read the full disclaimer here.

Investments in securities market are subject to market risks, read all the related documents carefully before investing. Brokerage will not exceed SEBI prescribed limit. The securities are quoted as an example and not as a recommendation. SEBI Registration No-INZ000200137 Member Id NSE-08081; BSE-673; MSE-1024, MCX-56285, NCDEX-1262.

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