Home Acts & Rules SEBI Regulation Securities and Exchange Board of India (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 Chapters List Part I CONDITIONS FOR QUALIFIED INSTITUTIONS PLACEMENT This
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Regulation 172 - Eligibility conditions - Securities and Exchange Board of India (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018Extract PART I: CONDITIONS FOR QUALIFIED INSTITUTIONS PLACEMENT Eligibility conditions 172. (1) A listed issuer may make a qualified institutions placement of eligible securities if it satisfies the following conditions: a) a special resolution approving the qualified institutions placement has been passed by its shareholders, and the special resolution shall, among other relevant matters, specify that the allotment is proposed to be made through qualified institutions placement and the relevant date referred to in 2 [ **** ] clause (b) of regulation 171; Provided that no shareholders resolution will be required in case the qualified institutions placement is through an offer for sale by promoters or promoter group for compliance with minimum public shareholding requirements specified in the Securities Contracts (Regulation) Rules, 1957; Provided further that allotment pursuant to the special resolution referred to in this clause (a) of regulation 172 shall be completed within a period of 365 days from the date of passing of the resolution. b) the equity shares of the same class, which are proposed to be allotted through qualified institutions placement or pursuant to conversion or exchange of eligible securities offered through qualified institutions placement, have been listed on a stock exchange for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution: Provided that where an issuer, being a transferee company in a scheme of compromise, arrangement and amalgamation sanctioned by a High Court 3 [ **** ] or approved by a tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013, whichever is applicable makes qualified institutions placement, the period for which the equity shares of the same class of the transferor company were listed on a stock exchange having nation-wide trading terminals shall also be considered for the purpose of computation of the period of one year. Provided further that this clause shall not be applicable to an issuer proposing to undertake qualified institutional placement for complying with the minimum public shareholding requirements specified in the 4 [ Securities Contracts (Regulations) Rules, 1957 ] . Explanation: For the purpose of clause (b), equity shares of the same class shall mean equity shares which rank pari-passu in relation to rights as to dividend, voting or otherwise. c) An issuer shall be eligible to make a qualified institutions placement if any of its promoters or directors is not a fugitive economic offender. (2) All eligible securities issued through a qualified institutions placement shall be listed on the recognised stock exchange where the equity shares of the issuer are listed. Provided that the issuer shall seek approval under rule 19(7) of the Securities Contracts (Regulation) Rules, 1957, if applicable. (3) The issuer shall not make any subsequent qualified institutions placement until the expiry of 1 [ two weeks ] from the date of the prior qualified institutions placement made pursuant to one or more special resolutions. ************* NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2020/17 dated 16-06-2020 before it was read as six months 2. Omitted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as sub-clause (ii) of 3. Omitted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as under sections 391-394 of the Companies Act, 1956 4. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as Securities Contracts (Regulation) 1957
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