Regulation 91G - Restrictions - Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

1 [Restrictions. 91G. 2 [ (1) The promoter or promoter group shall not make institutional placement programme if the promoter or any person who is part of the promoter group has purchased or sold the eligible securities during the twelve weeks period prior to the date of the programme and they shall not purchase or sell the eligible securities during the twelve weeks period after the date of the programme: Provided that such promoter or promoter group may , within the period provided in sub-regulation (1), offer eligible securities held by them through institutional placement programme or offer for sale through stock exchange mechanism specified by the Board, subject to the condition that there shall be a gap of minimum two weeks between the two successive offer(s) and /or programme(s).] (2) Allocation/allotment under the institutional placement programme shall be made subject to the following conditions: (a) Minimum of twenty five per cent. of eligible securities shall be allotted to mutual funds and insurance companies: Provided that if the mutual funds and insurance companies do not subscribe to said minimum percentage or any part thereof, such minimum portion or part thereof may be allotted to other qualified institutional buyers; (b) No allocation/allotment shall be made, either directly or indirectly, to any qualified institutional buyer who is a promoter or any person related to promoters of the issuer: Provided that a qualified institutional buyer who does not hold any shares in the issuer and who has acquired the rights in the capacity of a lender shall not be deemed to be a person related to promoters. (3) The issuer shall accept bids using ASBA facility only. (4) The bids made by the applicants in institutional placement programme shall not be revised downwards or withdrawn. Explanation: For the purpose of clause (b) of sub-regulation (2), a qualified institutional buyer who has any of the following rights shall be deemed to be a person related to the promoters of the issuer:- (a) rights under a shareholders agreement or voting agreement entered into with promoters or persons related to the promoters; (b) veto rights; or (c) right to appoint any nominee director on the board of the issuer. ] ******** 1 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. 2 Substituted for sub-regulation (1) by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2012, w.e.f. 24.8.2012. Prior to substitution, sub-regulation (1) read as under: (1) The promoter or promoter group who are offering their eligible securities should not have purchased and/ or sold the eligible securities of the company in the twelve weeks period prior to the offer and they should undertake not to purchase and / or sell eligible securities of the company in the twelve weeks period after the offer.