Regulation 105 - Additional conditions for an offer for sale - Securities And Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2018

Additional conditions for an offer for sale 105. Only such fully paid-up equity shares may be offered for sale to public which have been held by the selling shareholder(s) for a period of at least one year prior to the filing of the draft offer document: Provided that in case the equity shares received on conversion or exchange of fully paid-up compulsorily convertible securities including depository receipts are being offered for sale, the holding period of such convertible securities, including depository receipts, as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period referred in this sub-regulation. 1 [ Provided further that such holding period of one year shall be required to be complied with at the time of filing of the draft offer document. ] Explanation: If the equity shares arising out of the conversion or exchange of the fully paid-up compulsorily convertible securities are being offered for sale, the conversion or exchange should be completed prior to filing of the offer document (i.e. red herring prospectus in the case of a book built issue and prospectus in the case of a fixed price issue), provided full disclosures of the terms of conversion or exchange are made in the draft offer document. Provided further that the requirement of holding the equity shares for a period of one year shall not apply: a) in case of an offer for sale of a government company or statutory authority or corporation or any special purpose vehicle set up and controlled by any one or more of them, which is engaged in the infrastructure sector; b) if the equity shares offered for sale were acquired pursuant to any scheme approved by a High Court 2 [ **** ] or approved by a tribunal or the Central Government under the sections 230 to 234 of the Companies Act, 2013 , as applicable, in lieu of business and invested capital which had been in existence for a period of more than one year prior to approval of such scheme; c) if the equity 3 [ shares ] offered for sale were issued under a bonus issue on securities held for a period of at least one year prior to the filing of the draft offer document with the Board and further subject to the following: (i) such specified securities being issued out of free reserves and share premium existing in the books of account as at the end of the financial year preceding the financial year in which the draft offer document is filed with the Board; and (ii) such equity shares not being issued by utilisation of revaluation reserves or unrealized profits of the issuer. ************* NOTES:- 1. Re-Placed vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 2. Omitted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as under the sections 391 to 394 of the Companies Act, 1956, 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as shared