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Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism - SEBI - SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10

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..... an or equal to 0.10 percent for a trade of Rupees One Lakh. 1.5 “Most Liquid Shares” are listed securities forming part of Group I securities as per SEBI Circular No.MRD/DoP/SE/Cir-07/2005 dated February 23, 2005 and having mean impact cost of up to 0.05 percent for a trade of Rupees One Lakh. 1.6 “Multiple Clearing Prices” are the prices at which the shares are allocated to the successful bidders in a price priority methodology. 1.7 “Shares” are the listed equity shares of the company. 1.8 "Single Clearing Price” is the price at which the shares are allocated to the successful bidders in a proportionate basis methodology. 1.9 “Size of the Offer” is the number of shares offered * floor price. 1.10 “T day” is first day of OFS. 1.11 “Units” are the listed units of Real Estate Investment Trusts (REITs) or Infrastructure Investment Trusts (InvITs). 2.0 Eligibility 2.1 Exchanges: The facility of OFS of shares shall be available on Bombay Stock Exchange (BSE), National Stock Exchange (NSE) and Metropolitan Stock Exchange of India (MSEI). 2.2 Sellers 2.2.1 All promoter(s) or promoter group entities of such .....

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Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism - SEBI

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..... off period mentioned above, the promoter(s) or promoter group entities of companies whose shares are either liquid or illiquid can offer their shares only through OFS or Qualified Institutional Placement (QIP) with a gap of 2 weeks between successive offers. 2.4.3 In case of under subscription of OFS of a company whose shares are either liquid or illiquid and if the original OFS is made for compliance with Minimum Public Shareholding (MPS) norms, the promoter(s) or promoter group entities are allowed to offer the unsubscribed portion of the OFS only for the purpose of MPS compliance in the open market with a gap of 2 weeks from the closure of OFS, subject to compliance with all other applicable conditions. 3.0 Size of OFS of Shares The size of the offer shall be a minimum of INR 25 Cr. However, size of offer can be less than INR 25 Cr. by promoter(s) or promoter group entities so as to achieve minimum public shareholding in a single tranche. 4.0 Advertisement and Offer Expenses 4.1 Advertisements about the OFS of shares through stock exchange(s), if any, shall be made after the announcement or notice of the OFS of shares to the stock exchanges in accordance with the provisions of t .....

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Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism - SEBI

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..... 5.3.3 Promoters shall make necessary disclosures in the OFS notice to the exchange including number of shares offered to employees and discount offered, if any. 5.4 Discount by Seller 5.4.1 Seller may offer discount to retail investors. The details of discount and percentage of reservation for retail investors shall be disclosed upfront in the notice of OFS to the exchange. 5.4.2 Discount to retail investors may be offered as follows: a) Multiple Clearing Price OFS i. Retail investors may be allocated shares at a discount to the cut-off price determined in the retail category, irrespective of the bid price entered by them. Or, ii. Retail investors may be allocated shares at a discount to the bid price entered by them. b) Single Clearing Price OFS i. Retail investors shall be allocated shares at a discount to cut off price determined in the retail category. c) In case of both of the above methodologies, the discounted price which shall be the final allocation price to the retail investors may be below the floor price. 5.5 Timelines 5.5.1 The duration of the OFS shall be as per the trading hours of the secondary market. 5.5.2 On the commencement of OFS on T day only non-retail inves .....

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Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism - SEBI

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..... ut off price determined based on the bids received on T+1 day. h) Retail bids below the cut-off price of T day or the floor price, whichever is applicable, shall be rejected. Retail bids at cut-off price shall be allocated on proportionate basis in case of over subscription. i) Any unsubscribed portion of non-retail category after allotment shall be eligible for allocation in the retail category and vice versa. 5.6.4 Cumulative bid quantity shall be made available online to the market throughout the trading session at specific intervals in respect of orders with 100% upfront margin and separately in respect of orders placed without any upfront margin. Indicative price shall be disclosed to market throughout the trading session for non-retail bids. The indicative price shall be calculated based on all valid bids or orders. 5.6.5 If the shares have a price band in the normal segment, the same shall not apply for the orders placed in the OFS. Stock specific tick size as per the extant practice in normal trading session shall be made applicable for this window. 5.6.6 In case of shares under OFS, the trading in the normal market shall also continue. However, in case of market closure du .....

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Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism - SEBI

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..... shares disclosed, in terms of paragraph 5.2.6 above, as pay-in with the designated clearing corporation under the framework of interoperability of clearing corporations prior to the commencement of the offer. No other margin shall be charged on the seller(s). 7.0 Allocation 7.1 Minimum of 25% of the shares offered shall be reserved for mutual funds and insurance companies, subject to allocation methodology. Any unsubscribed portion thereof shall be available to the other bidders. 7.2 Minimum 10% of the offer size shall be reserved for retail investors. For this purpose, retail investor shall mean an individual investor who places bids for shares of total value of not more than INR 2 lakhs aggregated across the exchanges. If the cumulative bid value across exchanges exceeds INR 2 lakhs in the retail category, such bids shall be rejected. 7.3 The cut-off price i.e. the lowest price at which the entire offer gets sold, shall be determined based on all valid bids. The cut off price shall be determined separately for bids received in the retail category and for bids received in the non-retail category. 7.4 Upon determining the cut-off price, the offer size reserved for retail investors .....

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Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism - SEBI

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..... e released after the download of the obligation. 8.5 On the day prior to settlement, to the extent of obligation determined, the designated clearing corporation of the seller broker(s) under the framework of interoperability among clearing corporations shall transfer such number of shares to the other interoperable clearing corporations. The other interoperable clearing corporation(s) shall transfer funds consideration to designated clearing corporation on settlement day. Excess shares, if any, shall be returned to seller broker(s). The direct credit of shares shall be given to the demat account of the successful bidder provided such manner of credit is indicated by the broker or bidder. 9.0 Handling of Default in Pay-in 9.1 In case of default in pay-in by any investor, 10% of the order value shall be charged as penalty from the investor and collected from the broker. This amount shall be credited to the Investor Protection Fund of the stock exchange. 9.2 The price at which allotments have been made based on the allocation on T day shall not be revised as a result of any default in pay-in. 9.3 Seller(s) shall have the option to cancel in full or conclude the offer. 9.4 Allotment de .....

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Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism - SEBI

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