SEBI notifies SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021; exempts specific securities from lock in provisions to the extent to achieve 10% public shareholding

In a Gazette Notification dated 8th January, 2021 the Securities and Exchange Board of India has issued the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021 (“Amendment Regulations”) in order to further amend the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“Principal Regulations”).

 

The Amendment Regulations have gained effect immediately.

 

Principal Regulations Amendment Regulations Implications
Regulation 112- Requirement of minimum promoters’ contribution not applicable in certain cases:

 

(…)

 

(b) where the equity shares of the issuer are frequently traded on a stock exchange for a period of at least three years and the issuer has a track record of dividend payment for at least three immediately preceding years:

 

Provided that where the promoters propose to subscribe to the specified securities offered to the extent greater than higher of the two options available in clause (a) of sub-regulation (1) of regulation 113, the subscription in excess of such percentage shall be made at a price determined in terms of the provisions of regulation 164 or the issue price, whichever is higher. Explanation: The reference date for the purpose of computing the annualised trading turnover referred to in the said Explanation shall be the date of filing the draft offer document with the Board and in case of a fast track issue, the date of filing the offer document with the Registrar of Companies, and before opening of the issue

Regulation 112- Requirement of minimum promoters’ contribution not applicable in certain cases:

 

(…)

 

(b) where the equity shares of the issuer are frequently traded on a stock exchange for a period of at least three years immediately preceding the reference date, and:

 

(i) the issuer has redressed at least ninety five per cent of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date, and;

 

(ii) the issuer has been in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a minimum period of three years immediately preceding the reference date:

 

Provided that if the issuer has not complied with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to composition of board of directors, for any quarter during the last three years immediately preceding the date of filing of draft offer document/offer document, but is compliant with such provisions at the time of filing of draft offer document/offer document, and adequate disclosures are made in the offer document about such non-compliances during the three years immediately preceding the date of filing the draft offer document/offer document, it shall be deemed as compliance with the condition:

 

Provided further that where the promoters propose to subscribe to the specified securities offered to the extent greater than higher of the two options available in clause (a) of subregulation (1) of regulation 113, the subscription in excess of such percentage shall be made at a price determined in terms of the provisions of regulation 164 or the issue price, whichever is higher.

One of the situations where the requirements of minimum promoters’ contribution will not apply has been entirely substituted.

 

In a situation where the equity shares of the issuer are frequently traded on a stock exchange for a period of at least 3 years immediately preceding the reference date and the following requirements are met, the minimum promoters’ contribution will not apply-

 

i. the issuer has redressed at least 95% of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date

 

ii. the issuer has complied to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) for a minimum period of 3 years immediately preceding the reference date.

 

It is also clarified that if the issuer has not complied to the LODR Regulations, relating to composition of board of directors, for any quarter during the last 3 years immediately preceding the date of filing of draft offer document/offer document, but is compliant with such provisions at the time of filing of draft offer document/offer document and adequate disclosures are made in the offer document about such non-compliance, it will be deemed as compliance with condition.

 

Please note that where the promoters propose to subscribe to the specified securities offered to the extent greater than higher of the two options available in Regulation 113*, the subscription in excess of such percentage will be made at a price determined in terms of the provisions of Regulation 164 (Pricing of frequently traded shares) or the issue price, whichever is higher.

Regulation 115- Lock-in of specified securities held by the promoters:

 

(…)

 

(c) The SR equity shares shall be under lock-in until their conversion to equity shares having voting rights same as that of ordinary shares, provided they are in compliance with the other provisions of these regulations

 

Provided that the excess promoters’ contribution as provided in the proviso to clause (b) of regulation 112 shall not be subject to lock-in.

 

Explanation: For the purposes of this regulation, the expression “date of commencement of commercial production” means the last date of the month in which commercial production of the project in respect of which the funds raised are proposed to be utilised as stated in the offer document, is expected to commence.

Regulation 115- Lock-in of specified securities held by the promoters:

 

(…)

 

(c) The SR equity shares shall be under lock-in until their conversion to equity shares having voting rights same as that of ordinary shares, provided they are in compliance with the other provisions of these regulations

 

Explanation: For the purposes of this regulation, the expression “date of commencement of commercial production” means the last date of the month in which commercial production of the project in respect of which the funds raised are proposed to be utilised as stated in the offer document, is expected to commence.

 

The proviso that stated that excess promoters’ contribution will not be subjected to lock-in has been done away with bringing the same within the purview of lock-in of specified securities.
Regulation 167- Lock-in:

 

(…)

 

(4) The equity shares issued on a preferential basis pursuant to any resolution of stressed assets under a framework specified by the Reserve Bank of India or a resolution plan approved by the National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016, shall be locked-in for a period of one year from the trading approval:

Regulation 167- Lock-in:

 

(…)

 

(4) The equity shares issued on a preferential basis pursuant to any resolution of stressed assets under a framework specified by the Reserve Bank of India or a resolution plan approved by the National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016, shall be locked-in for a period of one year from the trading approval:

 

Provided that the lock-in provision shall not be applicable to the specified securities to the extent to achieve 10% public shareholding

A new proviso has been added stating that the lock-in provision will not be applicable to specific securities such extent so as to achieve 10% public shareholding

 

Please refer to the hyperlink provided below for a detailed read of the Amendment Regulations.

 

Source: Securities and Exchange Board of India

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