COMPULSORY FRESH OFFER IN CASE OF CHANGE IN THE ISSUE SIZE

The Securities and Exchange Board of India (SEBI) has come out with new rules that require filing of fresh offer documents in case there is a change in the issue size of fundraising from the capital markets.

According to new norms, introduced by the market regulators on December 31, a company would require to make a fresh filing of its offer document if it alters the fresh capital raising amount by more than 20% in its Initial Public Offer (IPO) or by more than 50% in its Offer for Sale (OFS).

Earlier, the requirement applied to change of 20% of the issue size, comprising both the Offer for Sale and Fresh Issue. Many private equity funds and even promoters have sold part of their share-holding in companies through the OFS route in the past three years.

Explaining the rationale behind this, many market experts said the move would remove the fear of issues getting impacted even though there is a change in the OFS component.

Other than this, SEBI has made fresh addition of a criterion for filing the updated offer documents. According to this, if there is any potential risk arising after filing the draft prospectus, the company needs to update offer documents. Further, an update is required if there is an aggregate increase of 5 per cent or above in the shareholding of the promoter group of shareholding of the top 10 shareholders.

Any variation in the net profit after tax in excess of 10 per cent over the last financial numbers and any new litigation after filing the offer documents need to be updated in the offer document.

To make it effective SEBI has amended its Issue of Capital and Disclosure Requirements (ICDR) regulations. Besides this, SEBI has made certain changes in the allocation of the net offer. It stated that other than issues made through book building process, a minimum 50 per cent will be allocated to the retail investors as well as other investors, including corporate bodies and institutions, irrespective of the number of specified securities applied for, SEBI specified in the regulation.

These new amendments are part of the recommendations of SEBI’s primary market advisory committee (PMAC) and ICDR committee. The proposal was cleared by the SEBI board in June last year. SEBI constituted the ICDR committee under the chairmanship of Prithvi Haldea in June 2017 to review the regulations and simplify the language and complexities in the existing ICDR regulations, along with incorporating changes/new requirements according to changes in market practices and regulatory environment.

The exercise took over eight months and the committee identified over 150 changes that were deliberated at the PMAC. Later, the committee had floated a consultation paper and suggested a slew of changes in the said regulations.

 

 

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