ANNEXURE
AMENDMENTS TO THE SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000
CHAPTER I - PRELIMINARY
1. Sub clause (xix)( a) of clause 1.2.1 shall b renumbered as sub clause (xix)(b) thereof and before the sub clause so renumbered, the following sub clause shall be inserted, namely:
”(xix)(a) ‘mutual fund’ means a mutual fund registered with the Board under the SEBI (Mutual Funds) Regulations, 1996”.
CHAPTER II & XI – GUIDELINES ON BOOK BUILDING
2. In clause 2.2.2, in sub clause (a)(i), for the words “ 50% of the issue size “ the words “50% of net offer to public” shall be substituted.
3. In clause 11.3.1 –
a. After sub clause (xvii-a), the following sub-clause shall be inserted, namely:
“(xvii-aa) The broker/syndicate member shall collect an amount of not less than ten percent of the application money as margin money in respect of bids placed by qualified institutional buyers.”
b. After sub clause (xvii-b) the following sub clause shall be inserted, namely:
“(xvii-c) The lead book runner may reject a bid placed by a qualified institutional buyer for reasons to be recorded in writing provided that such rejection shall be made at the time of acceptance of the bid and the reasons therefor shall be disclosed to the bidders. Necessary disclosures in this regard shall also be made in the offer document.”
4. In clause 11.3.2, sub clause (iv) shall be omitted.
5. In clause 11.3.5-
a. In sub clause (i), in the first proviso, for the words and figures “50% of the issue size” the words and figures “50% of net offer to public” shall be substituted.
b. In sub-clause (ii), in the proviso, for the words and figures “50% of issue size” the words and figures “50% of the net offer to public” shall be substituted.
c. After sub clause (ii), the following sub clause shall be inserted, namely:
(ii-a) Out of the portion available for allocation to qualified institutional buyers under sub clause (i) or (ii) or any proviso thereof, as the case may be, 5% shall be allocated proportionately to mutual funds. Mutual fund applicants shall also be eligible for proportionate allocation under the balance available for Qualified Institutional Buyers as illustrated in Schedule XIX-A”
d. Sub clause (iii) shall be substituted with following, namely:
(iii) Allotment to retail individual investors, non-institutional investors and qualified institutional buyers shall be made proportionately as illustrated in Schedule XVIII.”
e. Sub clause (v)(a) shall be omitted.
6. After Schedule XIX, the following Schedule shall be inserted, namely:
Schedule XIX-A
[Clause 11.3.5(ii-a)]
ILLUSTRATION REGARDING ALLOTMENT TO QIBs
A. ISSUE DETAILS
|
Sr. No. |
Particulars |
Issue details |
|
1 |
Issue size |
200 crore equity shares |
|
2 |
Allocation to QIB ( 50%) |
100 crore equity shares |
|
|
Of which |
|
|
|
a. Reservation to MF (5%) |
5 crore equity shares |
|
|
b. Balance for all QIBs including MFs |
95 crore equity shares |
|
3 |
No. of QIB applicants |
10 |
|
4 |
No. of shares applied for |
500 crore equity shares |
B. DETAILS OF QIB BIDS
|
S.No |
Type of QIB bidders |
No. of shares bid for (in crores) |
|
1 |
A1 |
50 |
|
2 |
A2 |
20 |
|
3 |
A3 |
130 |
|
4 |
A4 |
50 |
|
5 |
A5 |
50 |
|
6 |
MF1 |
40 |
|
7 |
MF2 |
40 |
|
8 |
MF3 |
80 |
|
9 |
MF4 |
20 |
|
10 |
MF5 |
20 |
|
|
TOTAL |
500 |
A1-A5 ( QIB bidders other than MFs)
MF1-MF5 ( QIB bidders which are MFs)
C. DETAILS OF ALLOTMENT TO QIB BIDDERS/APPLICANTS
(No. of equity shares in crores)
|
Type of QIB bidders
|
Shares bid for |
Allocation of 5 crore shares to MF proportionately (See Note 2) |
Allocation of balance 95 crore shares to QIBs proportionately(See Note 4) |
Aggregate allocation to MFs
|
|
(I) |
(II) |
(III) |
(IV) |
(V) |
|
A1 |
50 |
0 |
9.60 |
0 |
|
A2 |
20 |
0 |
3.84 |
0 |
|
A3 |
130 |
0 |
24.95 |
0 |
|
A4 |
50 |
0 |
9.60 |
0 |
|
A5 |
50 |
0 |
9.60 |
0 |
|
MF1 |
40 |
1 |
7.48 |
8.48 |
|
MF2 |
40 |
1 |
7.48 |
8.48 |
|
MF3 |
80 |
2 |
14.97 |
16.97 |
|
MF4 |
20 |
0.5 |
3.74 |
4.24 |
|
MF5 |
20 |
0.5 |
3.74 |
4.24 |
|
|
|
|
|
|
|
|
500 |
5 |
95 |
42.42 |
|
|
|
|
|
|
|
|
|
|
|
|
Notes :
1. The illustration presumes compliance with the provisions of clause .7.6.1.1 of the guidelines pertaining to minimum allotment.
2. Out of 100 crore equity shares allocated to QIBs, 5 crores (i.e. 5%) will be allocated on proportionate basis among 5 mutual fund applicants who applied for 200 shares in QIB category.
3. The balance 95 crore equity shares [i.e. 100 - 5 (available for MFs)] will be allocated on proportionate basis among 10 QIB applicants who applied for 500 shares (including 5 MF applicants who applied for 200 shares).
4. The figures at Col. No. IV are arrived as under :
a. For QIBs other than mutual funds (A1 to A5)= No. of shares bid for (i.e Col II) X 95 / 495
b. For mutual funds (MF1 to MF5)= { (No. of shares bid for (i.e Col II) less shares allotted ( i.e col III )} X 95/495
c. The numerator and denominator for arriving at allocation of 95 crore shares to the 10 QIBs are reduced by 5 crore shares, which has already been allotted to mutual funds at Col. No. (III)
7. In Schedule XX -
a. In the fourth paragraph of Part (ii), the words “Allocation would be determined by the book runner(s) in consultation with the issuer as well as the syndicate members on the basis of prior commitment, quality of investor, earliness of bid, price aggression etc.” shall be omitted.
b. In the fifth paragraph of Part (iii), the words “Allocation would be determined by the book runner(s) in consultation with the issuer as well as the syndicate members on the basis of prior commitment, quality of investor, earliness of bid, price aggression etc” shall be omitted.
8. In Schedule XX –A
a. In Part A, the word “discretionary” appearing in the disclosure clause shall be substituted with the word “proportionate”.
b. In Part B, the word “discretionary” appearing in the disclosure clause shall be substituted with the word “proportionate”.
c. In Part C, the word “discretionary” appearing in the disclosure clause shall be substituted with the word “proportionate”.