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Ca dhruv agrawalsebi icdr amendments


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Ca dhruv agrawalsebi icdr amendments

  1. 1. SEBI (ICDR) Regulations 2009 and Recent Amendments <br />Simplifying the Issue Management<br />CA DHRUV AGRAWAL<br />
  2. 2. An Overview<br />SEBI (ICDR) Regulations deals with Issue of Specified Securities by a new Issuer or a Listed Issuer.<br />Specified Securities as defined under SEBI ICDR Regulations <br />vs. Securities as defined under SCRA:<br />Equity Shares<br /> Non-Convertible Preference Shares<br /> Stocks<br /> Bonds Debentures<br /> Debentures Stock Derivates<br />Convertible Preference Shares<br /> Units Issued by CIS Govt. Securities<br />Convertible Securities<br />Any marketable securities<br />CA DHRUV AGRAWAL<br />
  3. 3. Structure of ICDR Regulations<br />SEBI (ICDR) Regulations, 2009<br />Preferential Issues<br />Public Issues<br />Bonus Issues<br />IDR Issues<br />Right Issues<br />QIP<br />Issues by SMEs<br />General Obligations of Issuer and Merchant Banker in Public Issue / Right Issue<br />Schedules<br />CA DHRUV AGRAWAL<br />
  4. 4. What ICDR does not Regulate<br />Public Issue of Debt Securities<br />(Regulated by SEBI (Issue and Listing of Debt Securities) Regulations 2008)<br />Issue of ADRs / GDRs<br />(Regulated by RBI FCCBs and Ordinary Shares [Through Depository Receipt Mechanism] Scheme, 1993 )<br />Issue of FCCBs<br />(Regulated by RBI FCCBs and Ordinary Shares [Through Depository Receipt Mechanism] Scheme, 1993 <br />Issue of shares pursuant to ESOPs<br />(Regulated by SEBI (Employee Stock Option Plan and Employee Stock Purchase Scheme) Guidelines, 1999)<br />CA DHRUV AGRAWAL<br />
  5. 5. ICDR vs. DIP<br />Exemption to certain banking and infrastructure companies from eligibility norms for making initial public offers (IPOs) is withdrawn.<br />Offer for Sale by Listed Companies Allowed <br />Allotment on Firm Basis to specified categories is removed.<br />Contribution by persons belonging to promoter group is no more covered under Promoters’ Contribution.<br />Underwriting obligation is extended to the whole issue not just up to minimum subscription.<br />CA DHRUV AGRAWAL<br />
  6. 6. ICDR vs. DIP – Contd.<br />75% Book Building route is withdrawn.<br />Efficient procedure and adequate disclosures under Book-Building Process Specified.<br />Mandatory requirement of disclosure of any pledge of shares by promoters.<br />Power to Stock Exchange to order revaluation of non-cash consideration for preferential allotment to promoters or related persons.<br />CA DHRUV AGRAWAL<br />
  7. 7. Public Issues Framework<br />Public Issue Framework under SEBI (ICDR) Regulations<br />Type & Procedure<br />Eligibility Requirements<br />Allocation of Issue<br />Pricing<br />Promoters’ Contribution & Lock-in<br />Book Build Issue<br />Fixed Issue<br />Issue Period<br />CA DHRUV AGRAWAL<br />
  8. 8. Eligibility Requirements<br />Primary Eligibility Requirements<br />Rs. 3 Crores (Net Tangible Assets) in last 3 years<br />Rs. 1 Crore (Net Worth) in last 3 years<br />Distributable profits for 3 years in last 5 years<br />In case of change of name, 50% revenues from activity suggested by new name<br />Aggregate of all issues in one financial year not to exceed 5 times issuer’s pre issue net worth<br />Alternate Eligibility Requirements:<br />Issue through Book-Building Process with minimum 50% net offer to QIBs ;OR<br />‘Project’ has 15% participation from financial institutions/scheduled commercial banks of which 10% comes from appraisers and min. 10% net offer to QIBs<br />AND<br />10 Crores minimum post issue face value capital; OR<br />2 years of compulsory market making post issue<br />CA DHRUV AGRAWAL<br />
  9. 9. Other Pre-requisites<br />Prospective allottees to be not less than 1000.<br />Compulsory IPO Grading by credit rating agency before filling RHP with ROC<br />No outstanding convertible securities or other right which would entitle the existing promoters or shareholders any option to receive equity shares after public offer.<br />Firm arrangements of finance, through verifiable means, for 75% of the stated means of finance excluding the amount to be raised through the public issue to be made.<br />Partly paid up shares to be made fully paid or forfeited in the manner specified, before the public offering.<br />CA DHRUV AGRAWAL<br />
  10. 10. Other Key Decisive Criteria<br />CA DHRUV AGRAWAL<br />GLOBAL ACADEMY<br />
  11. 11. Minimum Listing Requirements <br />CA DHRUV AGRAWAL<br />
  12. 12. Minimum Listing Requirement -BSE<br />CA DHRUV AGRAWAL<br />
  13. 13. Minimum Listing Requirement -BSE<br />CA DHRUV AGRAWAL<br />
  14. 14. Minimum Listing Requirement -NSE<br />CA DHRUV AGRAWAL<br />
  15. 15. Minimum Listing Requirement -NSE<br />CA DHRUV AGRAWAL<br />
  16. 16. Type & Procedure<br />CA DHRUV AGRAWAL<br />
  17. 17. A Comparative Analysis<br />CA DHRUV AGRAWAL<br />
  18. 18. Alternate Method of Book-Building<br />Disclosure of Floor Price<br />QIBs shall bid at any price above the floor price<br />Allotment to QIB investors on Price Priority Basis i.e. Highest bidders get the bided number of shares<br />Allotment of other investors on proportionate basis<br />Other investors will be allotted shares at Floor Price<br />Issuer may<br />put a cap on number of specified securities<br />Allow bidders to revise their bids<br />Allow bidders to make multiple bids<br />CA DHRUV AGRAWAL<br />
  19. 19. Listing and trading<br />Pre-IPO Structuring<br />Closing and<br />Allotment<br />Final Phase<br />Kick Off Meeting<br />Preparatory Phase of Issue<br />RoC filing of final<br />Prospectus<br />Due Diligence and Documentation<br />Marketing Phase of Issue<br />Filing with SEBI and SE<br />Pre-Marketing<br />SEBI Approval &<br />RoC Filing<br />Roadshows & Price Band Discovery<br />Book building and Pricing<br />Procedure<br />CA DHRUV AGRAWAL<br />
  20. 20. Pricing<br />Free Pricing – Price to be determined by Issuer in consultation with Lead Merchant Banker<br />Differential Pricing <br />Retail Individual Investor my be offered shares at less price than that of other categories<br />Anchor investors can not be offered shares at less price than any that of other categories<br />In case of Composite issue, the price of public issue and right issue can be different.<br />In case of alternate method of book building, shares may be issued to employees at lower price.<br />(the differential pricing shall not be more than 10% of the floor price)<br />CA DHRUV AGRAWAL<br />
  21. 21. Pricing Contd.<br />CA DHRUV AGRAWAL<br />
  22. 22. Pricing Contd.<br />CA DHRUV AGRAWAL<br />
  23. 23. Promoters’ Contribution<br />OR<br />OR<br />Certain specified securities are ineligible for minimum promoters’ contribution<br />CA DHRUV AGRAWAL<br />
  24. 24. Securities are ineligible for minimum promoters’ contribution<br />Securities acquired during the preceding 3 years for consideration other than cash.<br />Specified securities acquired during the preceding 1 year at a price below Issue price,<br />However, if promoters pay the difference, or acquired pursuant to merger etc., then such securities are eligible.<br />Securities allotted to promoters acquired during the preceding 1 year at a price below Issue price against funds brought in by them in case of conversion of partnership firm into company.<br />Securities pledged with any creditor.<br />CA DHRUV AGRAWAL<br />
  25. 25. Pricing and Lock-in of Promoters’ Contribution<br />CA DHRUV AGRAWAL<br />
  26. 26. Allocation of Issue – Book Building Route<br />Issue Size<br />Offer through offer document<br />Promoters’ Contribution<br />Min. 20% of Issue Size<br />Reservation<br />Net offer to public<br />Min. 25% of Issue Size<br />Retail individual investor<br />QIB<br />Non-institutional investor<br />Min. 15% of NOP<br />Max. 50% of NOP<br />Min. 35% of NOP<br />Anchor Investor<br />Mutual Funds<br />Min. 5% of NOP<br />Max. 30% of QIB<br />CA DHRUV AGRAWAL<br />
  27. 27. Allocation of Issue – Fixed Price Issue<br />Issue Size<br />Offer through offer document<br />Promoters’ Contribution<br />Min. 20% of Issue Size<br />Reservation<br />Net offer to public<br />Min. 25% of Issue Size<br />Other investors<br />Retail Individual Investors<br />Min. 50% of NOP<br />Max. 50% of NOP<br />CA DHRUV AGRAWAL<br />
  28. 28. Issue Period<br />CA DHRUV AGRAWAL<br />
  29. 29. Key Terms of Issue<br />CA DHRUV AGRAWAL<br />
  30. 30. Key Considerations in Public Issue<br />Fund requirement vs. maximum dilution<br />Offer for sale or Fresh Issue or Combination of both<br />Fixed Price issue or Book Building Issue<br />Stock Exchanges, where to list.<br />Involvement of Anchor Investor<br />% of allotment to different category of investor.<br />CA DHRUV AGRAWAL<br />
  31. 31. Right Issue & Key Considerations<br />Right Issue<br />Meaning – Issue of shares by a company to its existing shareholders<br />Free Pricing<br />Issue of Letter of Offer<br />Key Considerations<br />Rights Issue vs. Further Public offering<br />Extent of Capital Expansion and its impact on EPS<br />Increase in Promoters’ shareholding and applicability of SEBI Takeover Code.<br />Reservation of rights for convertible instruments.<br />CA DHRUV AGRAWAL<br />
  32. 32. Preferential Issue – Key Considerations<br />Allotment of warrants or shares<br />Relevant date for allotment of warrants – GM to approve allotment or BM to convert warrants<br />Eligibility of allotees<br />Shareholding of allottee should be in demat form<br />No Prior sale of shares by the allottee<br />Relationship with promoters and with other allottees shall be checked<br />Allottee should have PAN No.<br />Lock-in of securities for 3 years in case of promoters and 1 year in case of non-promoter.<br />CA DHRUV AGRAWAL<br />
  33. 33. QIP – Key Considerations<br />Relaxed timeline allowed upto a period of 12 months<br />Conversion Period of eligible convertible securities is 60 Months<br />Pricing of issue is allowed at the time of opening of Issue.<br />No lock-in on acquisition of shares through QIP.<br />Minimum allotment of 10% to Mutual Funds.<br />FDI norms are applicable on allotment to NRIs.<br />CA DHRUV AGRAWAL<br />
  34. 34. Recent Amendments in ICDR<br />28 Aug 2009<br />Promulgation of Regulations<br />29 Sep 2009<br />5 Copies of Offer document of Issue size upto Rs. 50 Crores to be filed with regional office and Offer document of Issue Size exceeding Rs. 50 Crores to be filed with Head office <br />29 Sep 2009<br />Explanation of ASBA facility such as Meaning of ASBA, Self-certified Syndicate Bank, Eligibility of Investors, Timelines, Process in brief.<br />01 Jan 2010<br />-Facility of ASBA extended from Book-Built Public and Right Issues to all Public and Right Issue<br />11 Dec 2009 <br /><ul><li>Amendment in Provisions wrt reservations
  35. 35. Amendment in Provisions wrt Financial Statements
  36. 36. Alternate Method of Book Building</li></ul>CA DHRUV AGRAWAL<br />9810425103<br />
  37. 37. Recent Amendment in ICDR<br />08 Jan 2010<br />- Amendment in Provisions relating to differential pricing in Alternate Method of Book Building<br />05 Mar 2010<br />Mandatory disclosures of details of allottees in QIP and the corresponding Pre and Post QIP issuer shareholding of allottee in the Issuer company.<br />06 Apr 2010<br />Facility of ASBA extended to QIBs also which was not earlier available to them.<br />13 Apr 2010<br /><ul><li>Definition of Employee extended to cover Employees of Holding & Subsidiary Companies
  38. 38. Min. 30% allocation to RII in case of public issue of IDRs
  39. 39. Introduction of Issue of specified securities by SMEs</li></ul>9810425103<br />CA DHRUV AGRAWAL<br />
  40. 40. Recent Amendments in ICDR<br />22 Apr 2010<br />Reduction in Time between Issue closure and listing from average 22 days to 12 days <br />26 Apr 2010<br />Guidelines for market makers on Small and Medium Enterprise (SME) exchange/separate platform of existing exchange having nation wide terminal<br />17 May 2010<br />Issue of Model Equity Listing Agreement for SMEs<br />18 May 2010<br />Setting up of a Stock exchange/ a trading platform by a recognized stock exchange having nationwide trading terminals for SME<br />CA DHRUV AGRAWAL<br />9810425103<br />
  41. 41. Highlights of Amendments<br />CA DHRUV AGRAWAL<br />
  42. 42. Audit of Financial Statements<br />The financial statements stated in RHP can be certified by only those auditors who have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board’ of the ICAI.<br />Otherwise, Re-audit of Financial statements for one full financial year and the stub period.<br />CA DHRUV AGRAWAL<br />
  43. 43. Definition of Employee <br />Employee for the purpose of reservation shall cover <br />a permanent and full-time employee, working in India or abroad, of:<br />the issuer<br />its Holding Company<br />Its Subsidiary Company<br />Its material associates<br />a director of the issuer, whether whole time or part time.<br />But does not include promoters and an immediate relative of the promoter<br />CA DHRUV AGRAWAL<br />
  44. 44. Issue and Listing of shares by SMEs<br />CA DHRUV AGRAWAL<br />
  45. 45. Issue and Listing of shares by SMEs<br />No need to filing DRHP with SEBI before filing it with ROC or DSE<br />SEBI will not give observations on offer document<br />100% underwriting of issue is mandatory.<br />Minimum 15% underwriting obligation of Merchant Banker<br />Nominated Investors can also underwrite the issue<br />Minimum Application Value = Rs. 1 Lac<br />Minimum Number of Allottee = 50<br />Compulsory Market Making for minimum 3 years<br />Promoters’ holding is not eligible for being offered to market maker<br />CA DHRUV AGRAWAL<br />
  46. 46. CA DHRUV AGRAWAL<br />CONTACT<br />GLOBAL ACADEMY OF PROFESSIONS<br />D 60, 3RD FLR,LAXMI NAGAR,<br />DELHI-92<br />9810425103<br />