By:
Akansha Singh
Amba Tripathi
SEBI GUIDELINES Neha Sinha
Sanket Raj
ON PUBLIC ISSUE Vikash Kumar
Vikas
Introduction
SEBI (Security Exchange Board of India) Act came
in to force on – 30th January, 1992
Purpose:
promote fair dealing in issue of securities
ensure capital markets work efficiently,
transparently and economically in better interests
of both issuers and investors.
SEBI Guidelines on Public Issue
Conditions for issue of securities 15(The companies issuing securities offered
through an offer document shall satisfy the following at the time of filing the
draft offer document with SEBI and also at the time of filing the final offer
document with the Registrar of Companies/ Designated Stock Exchange:) 2.1
Filing of offer document 2.1.1
No company shall make any issue of a public issue of securities, unless a
draft prospectus has been filed with the Board, through an eligible
Merchant Banker, at least 30 days prior to the filing of Prospectus with
the Registrar of Companies (ROC).
No company shall make any public issue of securities unless it has made
an application for listing of those securities in the stock exchange(s).
No company shall make public or rights issue or an offer for sale of
securities, unless: (a) the company enters into an agreement with a
depository for dematerialization of securities already issued or proposed
to be issued to the public or existing shareholders; and (b) the company
gives an option to subscribers/ shareholders/ investors to receive the
security certificates or hold securities in dematerialized form with a
depository.
Continued..
An unlisted company may make an initial public offering (IPO) of equity shares or
any other security which may be converted into or exchanged with equity shares at
a later date, only if it meets all the following conditions:
(a) The company has net tangible assets of at least Rs. 3 crores in each of the
preceding 3 full years (of 12 months each), of which not more than 50% is held
in monetary assets: Provided that if more than 50% of the net tangible assets are
held in monetary assets, the company has made firm commitments to deploy
such excess monetary assets in its business/project;
(b) The company has a track record of distributable profits in terms of Section 205 of
the Companies Act, 1956, for at least three (3) out of immediately preceding five
(5) years; Provided further that extraordinary items shall not be considered for
calculating distributable profits in terms of Section 205 of Companies Act, 1956;
(c) The company has a net worth of at least Rs. 1 crore in each of preceding 3 full
years (of 12 months each);
(d) In case the company has changed its name within the last one year, atleast 50%
of the revenue for the preceding 1 full year is earned by the company from the
activity suggested by the new name; and
(e) The aggregate of the proposed issue and all previous issues made in the same
financial year in terms of size (i.e., offer through offer document + firm allotment
+ promoters’ contribution through the offer document), does not exceed five (5)
times its pre-issue net worth as per the audited balance sheet of the last financial
year.
Continued..
A listed company shall be eligible to make a public issue of equity
shares or any other security which may be converted into or
exchanged with equity shares at a later date: Provided that the
aggregate of the proposed issue and all the previous issues made in
the same financial year in terms of size (i.e., offer through offer
document + firm allotment + promoters’ contribution through the
offer document), issue size does not exceed 5 times its pre-issue net
worth as per the audited balance sheet of the last financial year.
Exemption from Eligibility Norms in case of:
1) Private sector banks which has received license from the Reserve
Bank of India;
2) Public sector banks
3) an infrastructure company whose project has been appraised by a
Public Financial Institution (PFI) or Infrastructure Development
Finance Corporation (IDFC) or Infrastructure Leasing and Financing
Services Ltd. (IL&FS) or a bank which was earlier a PFI
4) rights issue by a listed company.
Continued..
No issuer company shall make a public issue or rights issue of
convertible debt instruments unless the following conditions are also
satisfied, as on date of filing of draft offer document with SEBI and
also on the date of filing a final offer document with ROC/Designated
Stock Exchange:
1) Credit rating is obtained from at least one credit rating agency
registered with the Board and disclosed in the offer document.
2) the company is not in the list of willful defaulters list of RBI;
3) the company is not in default of the payment of interest or repayment
of principal in respect of debentures issued to the public, if any, for a
period of more than 6 months.
Pricing By Companies Issuing Securities
The companies eligible to make public issue can freely
price their equity shares or any security convertible at
later date into equity shares in the following cases:
A listed company whose equity shares are listed on a
stock exchange, may freely price its equity shares and
any security into equity at a later date, offered through a
public or rights issue.
An unlisted company eligible to make a public issue and
desirous of getting its securities listed on a recognized
stock exchange pursuant to a public issue, may freely
price its equity shares or any securities convertible at a
later into equity shares.
Continued..
An eligible infrastructure company shall be free to price
its equity shares, subject to the compliance with the
disclosure norms as specified by SEBI from time to
time.
The banks may freely price their issue of equity shares
or any securities convertible at a later date into equity
share, subject to approval by the Reserve Bank of India.
Any listed or unlisted company making a public issue of
equity shares or securities convertible at a later date into
equity share, may issue such securities to applicants in
the firms allotment category at a price different from the
price at which the net offer to the public is made,
provided that the price at which the security is offered to
the applicants in firm allotment category is higher than
the price at which securities are offered to public.
Continued..
Issuer company can mention a price band of 20% in the
offer documents filed with the Board and the actual price
can be determined at a later date before filing of the offer
document with ROCs.
In case of public issue by listed issuer company, issue
price or price band may not be disclosed in the draft
prospectus filed with the Board.
In case of a right issue, issue price or price band may not
be disclosed in the draft letter of offer filed with the Board.
The issue price may be determined any time before
fixation of the record date, in consultation with the
designated stock exchange.
Promoters Contribution
Ina public issue by an unlisted company, the promoters
shall contribute not less than 20% of the post issue
capital.
The promoters shareholding after offer for sale shall not
be less than 20% of the post issue capital.
In case of public issues by listed companies, the
promoters shall participate either to the extent of 20% of
the proposed issue or ensure post-issue share holding to
the extent of 20% of the post-issue capital
In case of composite issues of a listed company, the
promoters contribution shall at the option of the
promoter(s) be either 20% of the proposed public issue or
20% of the post-issue capital.
Continued..
Promoters’ participation in excess of the
required minimum contribution to be treated as
preferential allotment.
Promoters shall bring in the full amount of the
promoters’ contribution including premium at
least one day prior to the issue opening date(
which shall be kept in an escrow account with a
scheduled bank and the said contribution/
amount shall be released to the company along
with the public issue).
Exemption From Requirement Of
Promoters’ Contribution
The requirement of promoters’ contribution shall not be
applicable :
In case of public issue of securities by a company which
has been listed on a stock exchange for at least 3 years
and has a track record of dividend payment for at least 3
immediately preceding years.
In case of companies where no identifiable promoter or
promoter group exists
In case of right issues
Lock in of Minimum Specified
Promoters’ Contribution in Public
Issues
In case of any issue of capital to the public the
minimum promoters contribution shall be
locked in for a period of 3 years from the date of
commencement of commercial production or the
date of allotment in the public issue whichever
is later.
Pre- Issue Obligations
The Lead Merchant Banker shall exercise due diligence. All the aspects of
offering, veracity and adequacy of disclosure in the offer documents should
be fully satisfied.
The lead merchant banker shall pay requisite fee in accordance with
regulation 24A of SEBI Rules and Regulations, 1992 along with draft
offer document filed with the Board.
MOU to be submitted along with the offer document by the Lead
Manager. No company shall make an issue of security through a public
rights issue unless a MOU has been entered into between a lead
merchant banker and the issuer company specifying their mutual rights,
liabilities and obligations relating to the issue.
Lead merchant banker responsible for drafting of the offer documents
shall ensure that a copy of the MOU entered into with the issuer
company is submitted to the Board with the draft offer document
Continued..
A Merchant Banker shall not lead manage the issue if he is a
promoter or director or associate if the issuer company.
Receipt of queries from SEBI / stock exchanges, if any and
make changes in prospectus, if required.
Reply to SEBI/stock exchanges in connection with changes in
prospectus.
Obtaining in-principle approval from stock exchanges.
File final prospectus with SEBI/Stock Exchanges/ ROC
Statutory Advertisements
Submission of 1% security deposit with the Regional Stock
Exchanges.
Depositing Promoters’ Contribution in the issue in a separate
Bank Account.
SEBI Guidelines – Offer
Documents
The name, address of registered office and the registration number
of the issuer company, along with the address of the Registrar of
Companies where the issuer company is registered.
The Board of Directors of the issuer company.
Brief details of the Chairman, Managing Director, Whole Time
Directors, etc.
The names, addresses, telephone numbers, fax numbers and e-mail
addresses of the Company Secretary, Legal Advisor and Bankers to
the Company, Compliance Officer and auditors of the issuer
company.
The names, addresses, telephone numbers, fax numbers, contact
person, website addresses and email addresses of the Merchant
Bankers, Co-Managers, Registrars to the issue, Bankers to the issue,
Brokers to the issue, Syndicate members.
Continued…
The credit rating obtained from a credit rating agency for the
proposed issue of debt security, including convertible
instruments.
The capital structure shall be presented in the following
manner: a) Authorised, issued, subscribed and paid up capital
(Number of instruments, description and aggregate nominal
value). b) Size of the present issue, giving separately
promoter’s contribution, firm allotment/reservation for
specified categories and net offer to public (No. of
instruments, description, aggregate nominal value and issue
amount shall be given in that order; Name(s) of group
companies to be given, in case reservation has been made for
shareholders of the group companies; Applicable percentages
may be given in case of book built issue). c) Paid-up Capital
Post Issue Obligations
Irrespective of the level of subscription, the post-issue Lead
Merchant Banker shall ensure the submission of the post-issue
monitoring reports as per formats specified in Schedule XVI. These
reports shall be submitted within 3 working days from the due
dates.
The due date for submitting Post Issue Monitoring report in case of
public issues by listed and unlisted companies:
a) 3 day monitoring report in case of issue through book building
route, for book built portion: The due date of the report shall be 3rd day
from the date of allocation in the book built portion or one day prior to
the opening of the fixed price portion whichever is earlier.
b) 3 day monitoring report in other cases, including fixed price
portion of book built issue: The due date for the report shall be 3rd day
from the date of closure of the issue.
Continued…
C) Final post issue monitoring report for all issues. The due
date for this report shall be the 3rd day from the date of listing
or 78 days from the date of closure of the subscription of the
issue, whichever is earlier).
Post –issue Lead Merchant Banker shall ensure that in all
issues, advertisement giving details to oversubscription, basis
of allotment, no., value and percentage of all applications
date of completion of despatch of refund orders/instructions
to Self Certified Syndicate Banks by the Registrar, date of
despatch of certificates and date of filling of listing
application is released within 10 days from the date of
completion of various activities at least in an English
National Daily with wide circulation, one Hindi National
Paper and a Regional language daily circulated at the place
where registered office of the issuer company is situated.
Continued…
Basis of Allotment – In a public issue of securities, the
Executive Director/Managing Director of the Designated
Stock Exchange along with the post issue Lead Merchant
Banker and the Registrars to the issue shall be responsible to
ensure that the basis of allotment is finalised in a fair and
proper manner in accordance with the guidelines:
Allotment shall be on proportionate basis within the specified
categories, rounded off to the nearest integer subject to a
minimum application size being equal to the minimum
application size as fixed and disclosed by the issuer.
a) A minimum 50% of the net offer of securities to
the public shall initially be made available for allotment to retail
individual investors, as the case may be.
Continued..
b) The balance net offer of securities to the public
shall be made available for allotment to:
i) individual applicants other
than retail individual investors, and;
ii) other investors including
Corporate bodies/institutions irrespective of the
number of shares, debentures etc. applied for.
c) The unsubscribed portion of the net offer to
anyone of the categories specified in (a) or (b)
shall/ may be made available for allotment to
applicants in other category, if so required.
Continued..
The basis of allotment shall be signed as correct by the Executive
Director/Managing Director of the designated stock exchange and the
public representative (where applicable in addition to the lead banker
responsible for post issue activities and the Registrar to the Issue. The
designated stock exchange shall invite the public representative on a
rotation basis from out of the various public representatives on its
governing board.)
The lead merchant banker shall ensure that the despatch of share
certificates/ refund orders and demat credit is completed and the allotment
and listing documents submitted to the stock exchanges within 2 working
days of the date of allotment.
The post issue lead manager shall ensure that all steps for completion of
the necessary formalities for listing and commencement of trading at all
stock exchanges where the securities are to be listed are taken within 7
working days of finalisation of basis of allotment.
Continued..
Lead Merchant Banker shall ensure payment of interest to the
applicants for delayed dispatch of allotment letters, refund
orders, etc. as prescribed in the offer document.
No company shall make any further issue of capital in any
manner whether by way of issue of bonus shares, preferential
allotment, rights issue or public issue or otherwise, during the
period commencing from the submission of offer document
to the Board on behalf of the company for public or rights
issues, till the securities referred to in the said offer document
have been listed or application moneys refunded on account
of non-listing or undersubscription etc.
Subscription list for public issues shall be kept open for at
least 3 working days and not more than 10 working days.
Guidelines on book building
Book building refers to process undertaken by which a demand for
the securities proposed to be issued by a body corporate is elicited
and built up and the price for such securities is assessed for the
determination of the quantum of such securities to be issued by
means of notice, advertisements or offer document.
An issuer company shall comply with following:
A. 75% Book Building Process-
In case of issue to public the option for 75% book building shall be
available to issuer company subjected to the following:
The option of book building shall be available to all body
corporate which are otherwise eligible to make an issue of capital
to the public.
The facility shall be available as an alternative to, and to extent of
the percentage of issue which can be reserved for firm allotment.
Continued..
The issue through book building process shall be separately
indicated as placement portion category’, in the prospectus.
Securities available to public shall be identified as ‘net offer to the
public’ and the requirement of minimum 25% of the securities to
be offered to the public shall also be applicable.
In case book building option is availed, underwriter shall be
mandatory to the extent of the net offer to the public.
The issuer company should nominate one of its lead merchant
banker as a Book Runner and should be mentioned in the
prospectus.
Prospectus shall indicate price band for subscription.
On receipt of information, the Book Runner and Issuer company
shall determine the price.
Issue price for placement portion and offer to the public shall be
same.
Continued..
B. Offer to Public Through Book Building Process
The company could issue the securities to public in following
manner:
a) 100% of net offer to public through book building.
b) 75% of net offer to public through book building and 25% at
price determined through book building.
A final book of demand showing the result of the allocation
process shall be maintained by the book runner/s. Book
Runner/s and other intermediaries shall maintain records of the
book building prices. The Board have the right to inspect the
records, books and documents.
SUMMARY
In India company planning to issue securities
shall abide by provisions of Securities Contracts
(Regulation) Act, 1956, Securities Contracts
(Regulation) Rules, 1957, Companies Act, 2013
and The Companies Rules, 2014, SEBI Act, 1992
and the rules and regulations.
Securities and Exchange Board of India
(Disclosure and Investor Protection) Guidelines,
2000 deal with the protection of interest of
investor.
