SEBI Informal Guidance - IIFL Special Opportunity Fund - Lock in period assessment

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REGULATORY BULLETIN
6th
November, 2018
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Informal guidance-
SECURITIES EXCHANGE
BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE
REQUIREMENTS)
REGULATIONS, 2009. –
REGULATION 37
CFD/DIL/OW/2018/31017/1
NOVEMBER 06, 2018.
Q. Lock in requirement applicable to pre-IPO allotment to Alternative Investment Funds under Regulation
37 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
Background:
Regulation 37 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
In case of an initial public offer, the entire pre-issue capital held by persons other than promoters shall be
locked-in for a period of one year
Provided that nothing contained in this regulation shall apply to:
(a) Equity shares allotted to employees under an employee stock option or employee stock purchase scheme
of the issuer prior to the initial public offer, if the issuer has made full disclosures with respect to such
options or scheme in accordance with Part A of Schedule VIII;
(b) Equity shares held by a venture capital fund or alternative investment fund of category I or category II or
a foreign venture capital investor.
Provided that such equity shares shall be locked in for a period of at least one year from the date of purchase
by the venture capital fund or alternative investment fund or foreign venture capital investor.
Facts:
IIFL Public Equity Fund (Trust) floated by IIFL Holdings Limited with various schemes. The scheme have
together raised total commitment of over INR 7600 Crores from 4300 investors and invested over INR 4000
Crores across various securities in various unlisted Pre-IPO opportunities. The Trust under IIFL Special
Opportunities Fund (Purchaser/Scheme) has made investment in equity shares of ICICI Lombard General
Insurance Company Limited on July 7, 2017.

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Sequence of events from the date of investments by the purchaser till the date of IPO allotment is as under:
Sr.
No.
Date Action
1. March to June 2017
Due Diligence, Evaluation, Negotiation for Investment including
regulatory approvals
2. July 7, 2017
IIFL Special Opportunities Fund acquires 7211596 equity shares of
ICICI Lombard General Insurance Company Limited
3. September 11, 2017
ICICI Lombard General Insurance Company Limited files it RHP
with ROC
4.
September 15,2017 to
September 19, 2017
IPO of ICICI Lombard General Insurance Company Limited.
5. October 23, 2017
Allotment of shares in IPO by ICICI Lombard General Insurance
Company Limited
6.
October 24, 2017 to
October 23, 2018
Lock in made by ICICI Lombard General Insurance Company
Limited on purchaser for Pre-IPO investments.
Conclusion:
Equity shares held by IIFL Special Opportunities Fund in ICICI Lombard General Insurance Company Limited pre-
IPO shall be locked in for a period of at least one year from the date of purchase by the alternative investment
fund.
Click here to download Informal Guidance Letter by SEBI
Click here to download Applicant’s Letter
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