Regulation 106ZA - Listing pursuant to public issue - Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

2 [Listing pursuant to public issue. 106ZA. (1) An entity seeking issue and listing of its specified securities shall file a draft offer document along with necessary documents with the Board in accordance with these regulations along with fees as specified in Schedule IV of these regulations. (2) The minimum application size shall be ten lakh rupees. (3) The number of allottees shall be more than two hundred. (4) The allocation in the net offer to public category shall be as follows: (a) seventy-five per cent to institutional investors: Provided that there shall be no separate allocation for Anchor Investors; (b) twenty-five per cent to non-institutional investors; (5) Any under-subscription in the non-institutional investor category shall be available for subscription under the institutional investors category. (6) The allotment to institutional investors may be on a discretionary basis whereas the allotment to noninstitutional investors shall be on a proportionate basis. (7) The mode of allotment to institutional investors, i.e., whether discretionary or proportionate, shall be disclosed prior to or at the time of filing of the Red Herring Prospectus. (8) In case of discretionary allotment to institutional investors, no institutional investor shall be allotted more than ten per cent of the issue size. (9) The offer document shall disclose the broad objects of the issue. (10) The basis of issue price may include disclosures, except projections, as deemed fit by the issuers in order to enable investors to take informed decisions and the disclosures shall suitably caution the investors about basis of valuation. ] ********** 1. Inserted vide SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013 , w.e.f. 8-10-2013 2. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015 , w.e.f. 14.08.2015 before it was read as 1 [Conditions on issue of securities and raising of capital 106ZA. (1) Listing of specified securities on institutional trading platform shall not be accompanied by any issue of securities to the public in any manner. (2) The company shall not make initial public offering while its specified securities are listed on institutional trading platform. (3) The company listed on institutional trading platform may raise capital through private placement or rights issue without an option for renunciation of rights. (4) The private placement of securities by a company whose securities are listed on institutional trading platform shall be subject to the following : a) the company shall obtain in-principle approval from the recognised stock exchange prior to private placement; b) the approval of shareholders through a special resolution under sub-section (1A) of Section 81 of Companies Act, 1956 shall be obtained; c) the company shall complete allotment of securities within two months of obtaining such approval; d) the explanatory statement to the notice to shareholders shall include the disclosures regarding: (i) the purpose for private placement; (ii) identity of allottees; (iii) whether allottee is a promoter or belongs to the promoter group and if not the relationship between promoter and allottee; (iv) nature of securities being issued; (v) price at which the security is being issued. e) the disclosures as referred to in clause (d) of sub-regulation (4) shall be made available to the recognised stock exchanges for dissemination, atleast fifteen days prior to the general body meeting where approval of shareholders is being sought for the proposed private placement; f) the securities so issued through private placement shall be made at a price not less than higher of the following: (i) the book value of the equity shares as per its last audited financial statement not older than six months; (ii) value of shares as determined in an independent auditor s or registered merchant banker's report. (5) A company listed on institutional trading platform making a rights issue shall comply with the following: a) there shall not be an option for renunciation of rights; b) the company shall obtain in-principle approval from the recognised stock exchange where its securities are listed prior to a rights issue; c) the company making a rights issue shall send a letter of offer to its shareholders through registered post or speed post or electronic mode and the same shall be made available on the website of the company and the recognised stock exchange.]