Explain the relevant applicable requirements as specified by SEBI for an issuer proposing to issue Non-Convertible Redeemable Preference Shares to the public through the online system of the stock exchange.
CS Professional · Corporate Funding & Listings in Stock Exchanges · PYQS · December 2019
Explain the relevant applicable requirements as specified by SEBI for an issuer proposing to issue Non-Convertible Redeemable Preference Shares to the public through the online system of the stock exchange.
Answer & Explanation:
An issuer proposing to issue non-convertible redeemable preference shares to the public through the on-line system of the designated stock exchange shall comply with the relevant applicable requirements as may be specified by SEBI, which are as under: All the investors applying in a public issue shall use only Application Supported by Blocked Amount (ASBA) facility for making payment i.e. writing their bank account numbers and authorising the banks to make payment in case of allotment by signing the application forms. An investor, intending to subscribe to a public issue, shall submit a completed bid-cum application form to Self-Certified Syndicate Banks (SCSBs), with whom the bank account to be blocked is maintained or any of the following intermediaries: A syndicate member (or sub-syndicate member) A stock broker registered with a recognised stock exchange A depository participant ('DP') A registrar to an issue and share transfer agent ('RTA') General Conditions to issue non-convertible redeemable preference shares: Eligibility of Issuer: No issuer shall make any public issue of non-convertible redeemable preference shares if as on the date of filing of draft offer document or final offer document: the issuer or the person in control of the issuer or its promoter or its director is restrained or prohibited or debarred by the Board from accessing the securities market or dealing in securities; or the issuer or any of its promoters or directors is a wilful defaulter or it is in default of payment of interest or repayment of principal amount in respect of non-convertible redeemable preference shares issued by it to the public, if any, for a period of more than six months. Listing Conditions: No issuer shall make a public issue of non-convertible redeemable preference shares unless the following conditions are satisfied, as on the date of filing of draft offer document and final offer document: it has made an application to one or more recognized stock exchanges for listing of such securities being issued and where the application is made to more than one recognized stock exchange, the issuer shall choose one of them as the designated stock exchange. In case any of such stock exchanges have nationwide trading terminals, the issuer shall choose one of them as the designated stock exchange. The issuer is however free to choose a different stock exchange as a designated stock exchange for any subsequent public issue. it has obtained in-principle approval for listing of its non-convertible redeemable preference shares on the recognized stock exchanges where the application for listing has been made. it has obtained a credit rating from at least one credit rating agency registered with SEBI and is disclosed in the offer document. In case the issuer company has obtained credit ratings from more than one credit rating agency, all the ratings, including the unaccepted ratings, shall be disclosed in the offer document. it has entered into an arrangement with a depository registered with SEBI for dematerialization of the non-convertible redeemable preference shares that are proposed to be issued to the public, in accordance with the Depositories Act, 1996 and regulations made there under. the minimum tenure of the non-convertible redeemable preference shares shall not be less than three years. the issue has been assigned a rating of not less than AA- or equivalent by a credit rating agency registered with SEBI. Capital Redemption Reserve: The issuer shall create a capital redemption reserve in accordance with the provisions of the Companies Act, 2013. Restriction on Use of Proceeds: The issuer shall not issue non-convertible redeemable preference shares for providing loan to or acquisition of shares of any person who is part of the same group or who is under the same management, other than to subsidiaries of the issuer; Explanation: For the purpose of this regulation, the terms "part of the same Group" and "under the same management" shall have the same meaning as provided in the explanation to Regulation 23 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Merchant Bankers: In case of public issue of non-convertible redeemable preference shares, the issuer shall appoint one or more merchant bankers registered with SEBI at least one of whom shall be a lead merchant banker.
Topics: Debt Instruments
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