Gopi Ltd. proposes to come out with a public issue of ₹1,200 crore comprising of equity shares of ₹900 crore and convertible debentures of ₹300 crore. Advise the company as a Company Secretary in Practice as to what shou
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2020
Gopi Ltd. proposes to come out with a public issue of ₹1,200 crore comprising of equity shares of ₹900 crore and convertible debentures of ₹300 crore. Advise the company as a Company Secretary in Practice as to what should be minimum offer to the public in terms of Rule 19 of the Securities Contracts (Regulations) Rules, 1957 citing the relevant provision(s). Also advise what should be minimum offer to the public in case the issue size is ₹5,000 crore comprising only of equity shares.
Answer & Explanation:
Minimum offer to the Public The Minimum net offer to the Public shall be subject to the provisions of sub-clause (b) of Sub-rule (2) of Rule 19 of Securities Contracts (Regulations) Rules, 1957. According to the said rules, the minimum offer and allotment to public in terms of an offer document shall be: atleast twenty five percent of each class or kind of equity shares or debentures convertible into equity shares issued by the company, if the post issue capital of the company calculated at offer price is less than or equal to one thousand six hundred crore rupees; atleast such percentage of each class or kind of equity shares or debentures convertible into equity shares issued by the company equivalent to the value of four hundred crore rupees, if the post issue capital of the company calculated at offer price is more than one thousand six hundred crore rupees but less than or equal to four thousand crore rupees; atleast ten percent of each class or kind of equity shares or debentures convertible into equity shares issued by the company, if the post issue capital of the company calculated at offer price is above four thousand crore rupees. Going by the above provisions, in the first instance case scenario, the company should make a minimum offer of atleast 25% of equity and 25% of debenture to the public as the total issue size is less than ₹1600 crores. Minimum offer for Equity Share to the public: 25% of Total Equity Shares of Public Issue = 25% of ₹900 crore = ₹225 Crore. Minimum offer for Debenture to the public: 25% of Total Debentures of Public Issue = 25% of ₹300 crore = ₹75 Crore. In the second case scenario, the minimum offer to the public should be at least 10% of the issue size of ₹5000 crores as it is above four thousand crore rupees. Minimum offer for Equity Share to the public: 10% of Total Equity Shares of Public Issue = 10% of ₹5000 crore = ₹500 Crore.
Topics: SEBI Regulations
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