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TMI BlogBook building process [See regulation 28(2), 30(1)(c), 32(2), 126(2), 128(1)(d), 129(3), 188(2), 190(1)(b), 250(2), 252(1)(c) and 291(4)]X X X X Extracts X X X X X X X X Extracts X X X X ..... hall compulsorily underwrite the issue and the syndicate member(s) shall sub-underwrite with the lead manager(s). (b) The lead manager(s) / syndicate member(s) shall enter into underwriting/ sub underwriting agreement on a date prior to filing of the prospectus 10 [ or the red herring prospectus, as the case may be ] . (c) The details of the final underwriting arrangement indicating actual numbers of shares underwritten shall be disclosed and printed in the prospectus 11 [ or the red herring prospectus, as the case may be ] before it is 3 [ filed ] with the Registrar of Companies. (d) In case of an under-subscription in an issue, the shortfall shall be made good by the lead manager(s) and the same shall be incorporated in the inter-se allocation of responsibility as specified in Schedule I. (4) Agreement with the stock exchanges (a) The issuer shall enter into an agreement with one or more stock exchange(s) which have the facility of book building through the electronic bidding system. (b) The agreement shall specify inter-alia, the rights, duties, responsibilities and obligations of the issuer and the stock exchange(s) inter se. (c) The agreement may also provide for a dispute res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... king days (in case of an initial public offer) and at least one working day (in case of a further public offer) before the opening of the issue; (ii) a statement that the investors may be guided by the secondary market prices (in case of a further public offer); (iii) names and editions of the newspapers where the announcement of the floor price or price band would be made; (iv) website addresses where the announcement is available. (b) where the issuer decides to opts for a price band instead of a floor price, the issuer shall also ensure compliance with the following conditions: (i) The cap of the price band should not be higher by more than 20 per cent. of the floor of the band; i.e. cap of the price band shall be less than or equal to 120 per cent. of the floor of the price band; 5 [ Provided that the cap of the price band shall be at least one hundred and five per cent of the floor price. ] (ii) The price band can be revised during the bidding period, provided the maximum revision on either side shall not exceed 20 per cent. i.e. floor of price band can move up or down to the extent of 20 per cent. of floor of the price band disclosed in the red herring prospectus and the cap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bject to minimum allotment of five crore rupees per such investor; (i) in case of allocation above two fifty crore rupees; a minimum of 5 such investors and a maximum of 15 such investors for allocation up to two fifty crore rupees and an additional 10 such investors for every additional two fifty crore rupees or part thereof, shall be permitted, subject to a minimum allotment of five crore rupees per such investor. (II) In case of public issue on the SME exchange, through the book building process: (i) maximum of 2 such investors shall be permitted for allocation up to two crore rupees (ii) minimum of 2 and maximum of 15 such investors shall be permitted for allocation above two crore rupees and up to twenty five crore rupees, subject to minimum allotment of one crore rupees per such investor; (iii) in case of allocation above twenty five crore rupees; a minimum of 5 such investors and a maximum of 15 such investors for allocation up to twenty five crore rupees and an additional 10 such investors for every additional twenty five crore rupees or part thereof, shall be permitted, subject to a minimum allotment of one crore rupees per such investor. d) One-third of the anchor investo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rights under a shareholders agreement or voting agreement entered into with promoters or promoter group of the issuer; (II) veto rights; or (III) right to appoint any nominee director on the board of the issuer. Further, for the purposes of this regulation, an anchor investor shall be deemed to be an associate of the lead manager if: (i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than fifteen per cent. of the voting rights in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common director, excluding nominee director, amongst the anchor investor and the lead manager. l) Applications made by a qualified institutional buyer under the anchor investor category and under the non anchor Investor category shall not be considered as multiple applications. (11) Margin money (a) The entire application money shall be payable as margin money by all the applicants. (b) Payment accompanied with any revision of bid, shall be adjusted against the payment made at the time of the original bid or the previously revised bid. (12) Bidd ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... niform format, inter alia, giving category-wise details of the bids received, for a period of at least three days after the closure of the issue. Such display shall be as per the format specified in Part B of this Schedule. (13) Determination of price (a) The issuer shall, in consultation with the lead manager(s), determine the final issue price based on the bids received, and on determination of the same, the number of specified securities to be offered or issue size shall be determined. (b) Once the final issue price is determined, all bidders whose bids have been at and above the final price shall be considered for allotment of specified securities. (14) 2 [filing] of prospectus with the Registrar of Companies A copy of the prospectus, which shall include the price and the number of specified securities, shall be 4 [ filed ] by the issuer with the Registrar of Companies. (15) Manner of allotment/ allocation (a) The issuer shall make allotments only if the minimum subscription has been received. (b) The allotment/allocation to qualified institutional buyers 7 [ **** ] , other than the anchor investors, shall be made on a proportionate basis as illustrated in this Schedule. The al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have the title Graphical display of bids received . (2) A statement to the effect that the position indicated above is only the bids position and does not necessarily convey the subscription to the issue. (3) A statement as to how the multiple bids are accounted for in the data and graph. (4) The time of each updation. (5) Additional comments, if any. Part C - Illustration regarding allotment to qualified institutional buyers other than anchor investors (1) Issue Details Sr. No. Particulars Issue details 1 Issue size 200 crore equity shares 2 Portion available to QIBs* 100 crore equity shares 3 Anchor Investor Portion of which 60 crore equity shares a. Reservation for Mutual Funds (1/3rd) 20 crore equity shares b. Balance for all QIBs including Mutual Funds 40 crore equity shares 4 Portion available to QIBs* other than Anchor Investors [(2) (3)] of which 40 crore equity shares a. Reservation to Mutual Funds (5 per cent.) 2 crore equity shares b. Balance for all QIBs including Mutual Funds 38 crore equity shares 5 No. of QIB applicants 10 6 No. of shares applied for 500 crore equity shares * Where 50 per cent. of the issue size is required to be allotted to QIBs. (2) Details of QIB ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e issue in all newspapers in which the pre-issue advertisement was released. (c) Qualified institutional buyers shall bid only at a price above the floor price. (d) The bidder who bids at the highest price shall be allotted the number of securities it has bid for, the bidder who has bid at the second highest price shall be allotted the number of securities that it has bid for and so on, until all the specified securities on offer are allotted. (e) Allotment shall be on a price priority basis for the qualified institutional buyers. (f) Allotment to the retail individual investors, non-institutional investors and reserved categories of the issuer shall be made on a proportionate basis as illustrated in this Schedule. (g) Where, however, the number of specified securities bid for at a price are more than the available quantity, the allotment shall be done on a proportionate basis. (h) Retail individual investors and non-institutional investors shall be allotted specified securities at the floor price. (i) Employees may be allotted specified securities at a price lower than the floor price; Provided that the difference between the floor price and the price at which the specified securi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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