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TMI BlogAmendments to SEBI (Disclosure and Investor Protection) {DIP} Guidelines, 2000X X X X Extracts X X X X X X X X Extracts X X X X ..... uirements for listed companies A listed company is required to make disclosures under the continuous disclosure requirements of listing agreement and as such, information pertaining to such a company is already available in public domain. However, presently, all companies, irrespective of whether they are listed or are approaching the markets for the first time with an initial public offering, are required to make the same disclosures in offer documents / prospectuses. In view of this, it has now been decided to rationalize the disclosure requirements for rights issues and public issues by listed companies and to make the benefit of such rationalization available to those listed companies which are regular in filing periodic returns with S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ROC shall have one issue price. (d) Further issue of shares Presently, a company is prohibited to make further issue of capital after filing a draft offer document with SEBI till the listing of the shares referred to in the offer document. It has now been decided to permit a company to issue further shares, provided full disclosures in regard to the total capital to be raised from such further issues is given in the draft offer document. (e) Lock-in Provisions It is clarified that lock-in period of one year in terms of clause 4.14.1 of SEBI (DIP) Guidelines, 2000 shall be reckoned from the date of allotment of shares issued in a public issue. 2. The SEBI (DIP) Guidelines, 2000 are being amended to give effect to the above policies an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and 3.5.5 shall be inserted after clause 3.5.3 as under: "3.5.4 In case of public issue by listed issuer company, issue price or price band may not be disclosed in the draft prospectus filed with the Board. 3.5.5 In case of a rights issue, issue price or price band may not be disclosed in the draft letter of offer filed with the Board. The issue price may be determined anytime before fixation of the record date, in consultation with the Designated Stock Exchange." CHAPTER IV PROMOTERS' CONTRIBUTION AND LOCK-IN REQUIREMENTS 3. Clause 4.14.1 shall be substituted by the following: "4.14.1 The entire pre-issue capital, other than that locked-in as minimum promoters' contribution, shall be locked-in for a period of one year from the da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 8. The sub-clause (iv) of clause 5.13.1, shall be substituted by the following: "The Abridged prospectus shall be printed in a font size as specified in clause 6.16.1". CHAPTER VI CONTENTS OF THE OFFER DOCUMENT SECTION I - CONTENTS OF THE PROSPECTUS 7. In clause 6.3, the following provisos shall be inserted: "Provided that in case of public issue by listed company, information in terms of clauses 6.8.3.2 (a) and (j) and clause 6.9.5.8 and information in terms of clause 6.10.3.1 in respect of entities not covered under section 370 (1)(B) of the Companies Act 1956 may not be disclosed in the prospectus, if the following conditions are fulfilled: (a) The issuer company has been filing periodic statements in regard to financial result ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... : "6.12.3A Compliance with provisos to clause 6.3 or 6.39, as the case may be, if applicable." SECTION II - CONTENTS OF ABRIDGED PROSPECTUS 9. In clause 6.16, the word and figure ""Part I" shall be substituted with the letters and figure "Section I". SECTION III - CONTENTS OF LETTER OF OFFER 10. Clause 6.39 shall be substituted by the following: "The letter of offer shall fulfill the requirements and shall contain the disclosures as specified under Section of this Chapter. Provided that information in terms of clauses 6.8.2.2, 6.8.2.3, sub-clauses (a), (b), (c), (d) and (e) of clause 6.8.3.2, clauses 6.8.4.12, 6.9.2.1, 6.9.2.2, 6.9.2.3, 6.9.2.4, 6.9.4 6.9.6 ,6.10.3, 6.12.16, 6.12.17, 6.12.18, 6.12.20 and 6.12.21 may not be disclo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... document for public inspection. Explanation: For the purpose of rights issue - (a) wherever the word "RoC" appears, the same shall be deemed to refer to "Designated Stock Exchange. (b) wherever the word " prospectus" appears, the same shall be deemed to refer to "letter of offer"." 11. Section IV shall be inserted after clause 6.54 of Chapter VI as under: "SECTION IV - CONTENTS OF THE ABRIDGED LETTER OF OFFER 6.55 The abridged letter of offer shall contain disclosures as specified in Section II of this Chapter. Provided that where the conditions laid down in 1st proviso to clause 6.39 are satisfied, clauses 6.18.2, 6.19.3, 6.21, 6.22, 6.30 and 6.31 specified under Section II of this Chapter shall not apply to the abridged letter ..... X X X X Extracts X X X X X X X X Extracts X X X X
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