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SEBI notifies IPO reforms; funds usage comes under scrutiny

The IPO reforms would help large number of small applicants get shares in an oversubscribed issue and minimum application size for all investors has also been increased to Rs10,000-Rs15,000 from Rs5,000-Rs7,000 at present

 
Mumbai: Market regulator Securities and Exchange Board of India (SEBI) has notified wide-ranging reforms in initial public offering (IPO) market, including a strict vigil on usage of issue proceeds, greater disclosure by companies and their bankers and allotment of a minimum number of shares to retail investors, reports PTI.
 
As per the notification issued by SEBI, no company can deploy more than 25% of the public offer proceeds in the name of "general corporate purposes". Besides, any issue-related expenses cannot be considered as a part of 'general corporate purpose' merely because no specific amount has been allocated for such expenses in draft offer document.
 
Among other measures, which have been approved by SEBI's board and are now being notified, any merchant banker that is an associate of the issuer would have to limit its role to marketing of the offer and declare itself as a marketing lead manager.
 
The company would also have to open the issue at least three working days from the date of registering the red herring prospectus with the Registrar of Companies.
 
Also, the disclosures made in the red herring prospectus while making an IPO, would need to be updated on an annual basis and made public by the issuer.
 
The companies would have to disclose the price band at least five days before the opening of the offer period, as against the current provision of two days. This will give the investors more time to analyse the IPO.
 
As per the notification, the issuer would need to allot a minimum lot of shares to each retail investor.
 
The measure would help larger number of smaller applicants get shares in oversubscribed issues. The minimum application size for all investors has also been increased to Rs10,000-Rs15,000, as against the existing Rs5,000-Rs7,000.
 
Among these, the eligibility criteria for the issuers coming through the "profitability route" has been redesigned to improve the quality of public offerings and enhance investor protection.
 
Now, only issuers with a minimum average pre-tax operating profit of Rs15 crore will be able to come through this route.
 
However, other issuers can access the capital market through either the SME platform or compulsory book building route with increased qualified institutional buyer (QIB) participation of 75%, as against existing 50%.
 
The companies can also offer a discount of up to 5% on the price in qualified institutions placement, subject to the shareholders' approval.
 
To help the companies achieve minimum public holding of 25%, SEBI has also amended the rules to allow sale of up to 10% stake to Alternative Investment Funds (AIF), a newly created category that includes venture funds, hedge funds, SME Funds among others.
 
Also, the companies would have to file fresh offer documents with SEBI if any changes in their issue objects leads to a decline of more than 20% in the offer size.
 
In another step aimed at helping the retail investors, SEBI has allowed retail individual investors to either withdraw or revise their bids until finalisation of the allotment, but institutional buyers and the non-institutional investors can neither withdraw nor lower the size of their bids at any stage.
 
The move is aimed at avoiding any misleading signals to retail investors about the extent of issue subscription.
 

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COMMENTS

Adi Daruwalla

5 years ago

What about the number of cities /centers across India , that has also increased from 50-60 to 100 or 1000 where the issue can be launched.

SEBI ask merchant bankers to be careful while filing offer documents

The market regulator advised all merchant bankers to take due care before filing the draft offer document as the framework for rejection of the offer documents has come into force

 
New Delhi: Market regulator Securities and Exchange Board of India (SEBI) has asked merchant bankers to take due care before filing the draft offer document with it as the framework for rejection of the same has come into force, reports PTI.
 
"All Merchant Bankers are advised to take note of the same and take due care before filing the draft offer document with the Board," SEBI said in a circular.
 
In a general order dated 9th October, SEBI had announced a 'framework for rejection of draft offer documents' that came into force with immediate effect.
 
The framework had mentioned various factors such as rejection of the draft offer document if the purpose of utilising the proceeds is vague.
 
Among others, the draft document would not be entertained in case a major portion of the issue proceeds are proposed to be utilised for the purpose which does not create any tangible asset, like expenses towards brand building, advertisement, payment to consultants.
 
SEBI had said the list of draft offer documents rejected on the basis of the framework, along with the details of issuers or merchant bankers and the reasons for rejection, would be made public on the market regulator's website.
 

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SEBI drops cases against two individuals in Bank of Rajasthan case

In two separate orders, SEBI said it is disposing of the case against Subhashchandra Maheshwari and Manishbhai Mistry as the charges of violations of various norms by the two entities "do not stand established"

 
New Delhi: Market regulator Securities and Exchange Board of India (SEBI) has dropped cases against two individuals in relation to a probe into the affairs of erstwhile Bank of Rajasthan (BoR) for alleged irregularities on part of the company's former promoters, reports PTI.
 
In two separate orders, SEBI said it is disposing of the case against Subhashchandra Maheshwari and Manishbhai Mistry as the charges of violations of various norms by the two entities "do not stand established".
 
The regulator said after taking into consideration all the facts and circumstances of the case, it did not find the case fit to impose a monetary penalty. "The case is accordingly disposed of," SEBI said in similarly-worded orders dated 12 October 2012.
 
Both Maheshwari and Mistry had served as directors of Megna Developers and Praneta Properties, companies alleged to be persons acting in concert (PAC) entity of BoR's former promoters.
 
SEBI had alleged that the two had violated various sections of the SEBI Act and the regulations for prohibition of fraudulent and unfair trade practices which made them liable for monetary penalty.
 
The matter relates to SEBI's investigation into the affairs of BoR for a period between June 2007 and December 2009. Later, BoR was acquired by ICICI Bank.
 
During the period, it was found that the shareholding of the promoters of BoR led by Pravin Kumar Tayal with their PACs had increased from 46.80% in June 2007 to 63.15% in December 2009.
 
The bank's promoters along with their PACs had increased their shareholdings by way of acquiring shares from the market.
 

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