Whether fast track issue can be proceeded just like an IPO or, are there any other conditions to fast track issue? Explain.
CS Executive · Capital Markets & Securities Laws · PYQS · December 2015
Whether fast track issue can be proceeded just like an IPO or, are there any other conditions to fast track issue? Explain.
Answer & Explanation:
SEBI has prescribed certain specified requirements to make Fast Track Issues (FTIs) by listed companies under Regulation 10 of SEBI (Issue of capital and Disclosure Requirements) Regulations, 2009 which are as follows: the equity shares of the issuer have been listed on any recognised stock exchange having nationwide trading terminals for a period of at least three years immediately preceding the reference date; the average market capitalisation of public shareholding of the issuer is at least one thousand crore rupees in case of public issue and two hundred and fifty crore rupees in case of rights issue; the annualised trading turnover of the equity shares of the issuer during six calendar months immediately preceding the month of the reference date has been at least two per cent of the weighted average number of equity shares listed during such six months' period. However, for issuers, whose public shareholding is less than fifteen per cent of its issued capital, the annualised trading turnover of its equity shares has been at least two per cent of the weighted average number of equity shares available as free float during such six months period; 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; the issuer has been in compliance with the equity listing agreement for a period of at least three years immediately preceding the reference date: However, if the issuer has not complied with the provision of the equity listing agreement relating to composition of board of directors, for any quarter during the last three years immediately preceding the reference date, but is compliant with such provisions at the time of filing of offer document with the Registrar of Companies or designated stock exchange, as the case may be, and adequate disclosures are made in the offer document about such non-compliances during the three years immediately preceding the reference date, it shall be deemed as compliance with the condition. Further, imposition of only monetary fines by stock exchanges on the issuer shall not be a ground for ineligibility for undertaking issuances under this regulation; the impact of auditors' qualifications, if any, on the audited accounts of the issuer in respect of those financial years for which such accounts are disclosed in the offer document does not exceed five per cent of the net profit or loss after tax of the issuer for the respective years; no show-cause notices have been issued or prosecution proceedings initiated by SEBI or pending against the issuer or its promoters or whole time directors as on the reference date; the issuer or promoter or promoter group or director of the issuer has not settled any alleged violation of securities laws through the consent or settlement mechanism with SEBI during three years immediately preceding the reference date; the entire shareholding of the promoter group of the issuer is held in dematerialised form on the reference date; in case of a rights issue, promoters and promoter group shall mandatorily subscribe to their rights entitlement and shall not renounce their rights, except to the extent of renunciation within the promoter group or for the purpose of complying with minimum public shareholding norms prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957; the equity shares of the issuer have not been suspended from trading as a disciplinary measure during last three years immediately preceding the reference date; the annualized delivery-based trading turnover of the equity shares during six calendar months immediately preceding the month of the reference date has been at least ten per cent of the weighted average number of equity shares listed during such six months' period; there shall be no conflict of interest between the lead merchant banker(s) and the issuer or its group or associate company in accordance with applicable regulations.
Topics: Public Issues
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