Reduction of timeline for listing of shares in Public Issue from existing T+6 days to T+3 days - SEBI - SEBI/HO/CFD/TPD1/CIR/P/2023/140

CIRCULAR SEBI/HO/CFD/TPD1/CIR/P/2023/140 August 09, 2023 To Recognized Stock Exchanges Depositories Registered Stock Brokers Registered Merchant Bankers Registered Registrars to an Issue and Share Transfer Agents Registered Depository Participants Registered Bankers to an Issue Self Certified Syndicate Banks (SCSBs) National Payments Corporation of India (NPCI) Dear Sir / Madam, Sub: Reduction of timeline for listing of shares in Public Issue from existing T+6 days to T+3 days 1. Consequent to extensive consultation with the market participants and considering the public comments received pursuant to consultation paper on the aforesaid subject matter, it has been decided to reduce the time taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as against the present requirement of 6 working days (T+6 days); T being issue closing date. 2. Accordingly, the revised timelines for listing of specified securities and various activities involved in the public issue process are specified in Annexure to this circular. 3. The T+3 timeline for listing shall be appropriately disclosed in the Offer Documents of public issues. 4. The timelines for submission of application, allotment of securities, unblocking of application monies and listing shall prominently be made a part of pre-issue, issue opening and issue closing advertisements issued by the Issuer for public issues in terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ( ICDR Regulations ). General Instructions: 5. For Direct Bank ASBA and Syndicate ASBA applications, prior to blocking of ASBA application monies in the bank account of the applicant, the SCSBs shall ensure the following: (i) The PAN mentioned in the application matches with the PAN linked to the bank account of the applicant maintained with the bank. A confirmation on the above shall be submitted by SCSBs to the Registrar to an Issue along with the Final Certificate. (ii) The PAN linked to the bank account of the applicant shall be part of the bidding data on the Stock Exchange platform. 6. The Registrar to an Issue shall undertake third-party verification of the applications by matching the PAN available in the demat account with the PAN available in the bank account of the applicant. In instances of mismatch, such applications shall continue to be considered as invalid applications for finalising the basis of allotment. 7. Lock-in of pre-issue shares shall be made effective in compliance with ICDR Regulations. Further, the operationalization of lock-in shall be in line with the Standard Operating Procedure (SOP) of Depositories issued vide circular/communique dated August 08, 2023. 8. In partial modification to circulars dated March 16, 2021 and April 20, 2022 , the compensation to investors for delay in unblocking of ASBA application monies (if any) shall be computed from T+3 day. Applicability of this circular 9. Notwithstanding anything contained in Schedule VI of the ICDR Regulations , the provisions of this circular shall be applicable: - On voluntary basis for public issues opening on or after September 1, 2023 and - Mandatory for public issues opening on or after December 1, 2023. 10. The timelines prescribed for public issues as mentioned in SEBI circulars dated November 1, 2018 , June 28, 2019, November 8, 2019 , March 30, 2020, March 16, 2021 , June 2, 2021, and April 20, 2022 shall stand modified to the extent stated in this Circular. 11. This Circular is being issued in exercise of the powers conferred under section 11 and section 11A of the Securities and Exchange Board of India Act, 1992 . 12. This circular is available on SEBI website at www.sebi.gov.in under the category: Legal Circulars . Yours faithfully, E Balasubramanian General Manager +91-22-26449195 [email protected] ANNEXURE Indicative timeline of activities for listing of shares through Public Issues on T+3 day Sequence of Activities Listing within T+3 days (T is Issue Closing Date) Application Submission by Investors Electronic Applications (Online ASBA through 3-in-1 accounts) Upto 5 pm on T day . Electronic Applications (Bank ASBA through Online channels like Internet Banking, Mobile Banking and Syndicate UPI ASBA etc) Upto 4 pm on T day . Electronic Applications (Syndicate Non-Retail, Non-Individual Applications) Upto 3 pm on T day . Physical Applications (Bank ASBA) Upto 1 pm on T day . Physical Applications (Syndicate Non-Retail, Non-Individual Applications of QIBs and NIIs) Upto 12 pm on T day and Syndicate members shall transfer such applications to banks before 1 pm on T day . Bid Modification From Issue opening date up to 5 pm on T day Validation of bid details with depositories From Issue opening date up to 5 pm on T day Reconciliation of UPI mandate transactions (Based on the guidelines issued by NPCI from time to time): Among Stock Exchanges Sponsor Banks NPCI and NPCI PSPs/TPAPs** Issuer Banks; Reporting formats of bid information, UPI analysis report and compliance timelines. On Daily basis Merchant Bankers to submit to SEBI, as and when sought. UPI Mandate acceptance time T day 5 pm Issue Closure T day 4 pm for QIB and NII categories T day 5 pm for Retail and other reserved categories Third party check on UPI applications On daily basis and to be completed before 9:30 AM on T+1 day . Third party check on Non- UPI applications. On daily basis and to be completed before 1 pm on T+1 day. Finalization of rejections and completion of basis Before 6 pm on T+1 day. Approval of basis by Stock Exchange Before 9 pm on T+1 day . Issuance of fund transfer instructions in separate files for debit and unblock . For Bank ASBA and Online ASBA To all SCSBs For UPI ASBA To Sponsor Bank Initiation not later than 09:30 am on T+2 day ; Completion before 2 pm on T+2 day for fund transfer; Completion before 4 pm on T+2 day for unblocking. Corporate action execution for credit of shares Initiation before 2 pm on T+2 day Completion before 6 pm on T+2 day Filing of listing application with Stock Exchanges and issuance of trading notice Before 7:30 pm on T+2 day Publish allotment advertisement On website of Issuer, Merchant Banker and RTI - before 9 pm on T+2 day . In newspapers On T+3 day but not later than T+4 day Trading starts T+3 day **PSPs/TPAPs = Payment Service Providers/Third Party Application Providers.