Regulation 85 - Pricing - Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

Pricing. 85. (1) The qualified institutions placement shall be made at a price not less than the average of the weekly high and low of the closing prices of the equity shares of the same class quoted on the stock exchange during the two weeks preceding the relevant date 1 [:] 2 [Provided that the issuer may offer a discount of not more than five per cent. on the price so calculated for the qualified institutions placement, subject to approval of shareholders as specified in clause (a) of regulation 82 of these regulations.] (2) Where eligible securities are convertible into or exchangeable with equity shares of the issuer, the issuer shall determine the price of such equity shares allotted pursuant to such conversion or exchange taking the relevant date as decided and disclosed by it while passing the special resolution. (3) The issuer shall not allot partly paid up eligible securities: Provided that in case of allotment of non convertible debt instruments along with warrants, the allottees may pay the full consideration or part thereof payable with respect to warrants, at the time of allotment of such warrants: Provided further that on allotment of equity shares on exercise of options attached to warrants, such equity shares shall be fully paid up. (4) The prices determined for qualified institutions placement shall be subject to appropriate adjustments if the issuer: (a) makes an issue of equity shares by way of capitalization of profits or reserves, other than by way of a dividend on shares; (b) makes a rights issue of equity shares; (c) consolidates its outstanding equity shares into a smaller number of shares; (d) divides its outstanding equity shares including by way of stock split; (e) re-classifies any of its equity shares into other securities of the issuer; (f) is involved in such other similar events or circumstances, which in the opinion of the concerned stock exchange, requires adjustments. Explanation: For the purpose of sub-regulation (1), the term stock exchange means any of the recognised stock exchanges in which the equity shares of the same class of the issuer are listed and in which the highest trading volume in such equity shares has been recorded during the two weeks immediately preceding the relevant date. ********* 1 Substituted for the symbol . by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. 2 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.