As per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, what are the conditions for preferential issue of specified securities by a listed issuer ?
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2018
As per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, what are the conditions for preferential issue of specified securities by a listed issuer ?
Answer & Explanation:
Conditions for preferential issue: According to Regulation 72 of the SEBI (ICDR) Regulations, 2009, A listed issuer may make a preferential issue of specified securities, if: a special resolution has been passed by its shareholders specifying the relevant date on the basis of which price of the equity shares to be allotted on conversion or exchange of convertible securities shall be calculated; all the equity shares, if any, held by the proposed allottees are in dematerialised form; the issuer is in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the recognised stock exchange where the equity shares of the issuer are listed; the issuer has obtained the Permanent Account Number of the proposed allottees. The issuer shall not make preferential issue of specified securities to any person who has sold any equity shares of the issuer during the six months preceding the relevant date: However, in respect of the preferential issue of equity shares and compulsorily convertible debt instruments, whether fully or partly paid, SEBI may grant relaxation from the requirements of this sub-regulation, if SEBI has granted relaxation in terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to such preferential allotment except to the promoters or persons from promoter group. Where any person belonging to promoter(s) or the promoter group has previously subscribed to warrants of an issuer but failed to exercise the warrants, the promoter(s) and promoter group shall be ineligible for issue of specified securities of such issuer on preferential basis for a period of one year from: the date of expiry of the tenure of the warrants due to non-exercise of the option to convert; or the date of cancellation of the warrants as the case may be. Copy of the certificate of its statutory auditor be placed by the issuer before the General Meeting considering such preferential issue, certifying that the issue is being made in accordance with the requirements of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Valuation by an Independent Qualified Valuer be obtained while making preferential issue of specified securities to promoters, their relatives, associates and related entities for consideration other than cash, the valuation of the assets in consideration for which the equity shares are issued shall be done and it shall be submitted to the recognised stock exchanges where the equity shares of the issuer are listed. As a general rule, such allotment be completed within 15 days from the date of passing of such special resolution. The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment.
Topics: SEBI (ICDR) Regulations, 2009
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