Regulation 78 - Lock-in of specified securities - Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

Lock-in of specified securities. 78. (1) The specified securities allotted on preferential basis to promoter or promoter group and the equity shares allotted pursuant to exercise of options attached to warrants issued on preferential basis to promoter or promoter group, shall be locked-in for a period of three years from 1 [date of trading approval granted for] the specified securities or equity shares allotted pursuant to exercise of the option attached to warrant, as the case may be: Provided that not more than twenty per cent. of the total capital of the issuer shall be locked-in for three years from the date of 2 [trading approval]: Provided further that equity shares allotted in excess of the twenty per cent. shall be locked-in for one year from the date of 3 [trading approval] pursuant to exercise of options or otherwise, as the case may be. (2) The specified securities allotted on preferential basis to persons other than promoter and promoter group and the equity shares allotted pursuant to exercise of options attached to warrants issued on preferential basis to such persons shall be locked in for a period of one year from the date of 4 [trading approval]. (3) The lock-in of equity shares allotted pursuant to conversion of convertible securities other than warrants, issued on preferential basis shall be reduced to the extent the convertible securities have already been locked-in. (4) The equity shares issued on preferential basis pursuant to a scheme of corporate debt restructuring as per the Corporate Debt Restructuring framework specified by the Reserve Bank of India shall be locked-in for a period of one year from the 5 [trading approval] : Provided that partly paid up equity shares, if any, shall be locked-in from the date of 6 [trading approval] and the lock-in shall end on the expiry of one year from the date when such equity shares become fully paid up. (5) If the amount payable by the allottee, in case of re-calculation of price under sub-regulation (3) of regulation 76 is not paid till the expiry of lock-in period, the equity shares shall continue to be locked in till such amount is paid by the allottee. (6) The entire pre-preferential allotment shareholding of the allottees, if any, shall be locked-in from the relevant date upto a period of six months from the date of 7 [trading approval] . 8 [ Explanation 1 ] : For the purpose of this regulation: (I) The expression total capital of the issuer means: (a) equity share capital issued by way of public issue or rights issue including equity shares issued pursuant to conversion of specified securities which are convertible; and (b) specified securities issued on a preferential basis to promoter or promoter group. (II) (a) For the computation of twenty per cent. of the total capital of the issuer, the amount of minimum promoters contribution held and locked-in, in the past in terms of Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 or these regulations shall be taken into account. (b) The minimum promoters contribution shall not again be put under fresh lock-in, even though it is considered for computing the requirement of twenty per cent. of the total capital of the issuer, in case the said minimum promoters contribution is free of lock-in at the time of the preferential issue. 9 [Explanation 2. - For the purposes of this regulation, the date of trading approval shall mean the latest date when trading approval has been granted by all the recognised stock exchanges where the equity shares of the issuer are listed, for specified securities allotted as per the provisions of this Chapter.] *********** 1 Substituted for date of allotment of the by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013. 2 Substituted for allotment by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013. 3 Substituted for their allotment by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013. 4 Substituted for their allotment by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013. 5 Substituted for allotment by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f.26-8-2013. 6 Substituted for allotment by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013. 7 Substituted for preferential allotment by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013. 8 Explanation renumbered as Explanation 1 by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013. 9 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.