Posts Tagged ‘Public Issue’


Application Supported by Blocked Amount (ASBA) Facility in Public/ Rights Issue

CIRCULAR, CIR/CFD/DIL/1/2013, dated January 2, 2013

To

All Registered Bankers to an Issue

All Registered Merchant Bankers

1. This has reference to SEBI Circular No. CIR/CFD/DIL/12/2012 dated September 13, 2012, on the captioned subject. It has been reported that some Banks/Merchant Bankers are misinterpreting the aforesaid circular and the applications by banks have been made / accepted using an account held with the applicant bank itself.

2. In terms of Para 4 of the aforementioned circular dated September 13, 2012, it is clarified that for making applications by banks on own account using ASBA facility, SCSBs should have a separate account in own name with any other SEBI registered SCSB/s. Such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for ASBA applications.

3. All other provisions of the aforesaid circulars remain unchanged.

4. This circular shall be applicable with immediate effect.

5. This circular is issued in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992.

6. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Issues and Listing”.

Click here to download the complete text of the above Circular in PDF Format.

Source: Securities and Exchange Board of India.


CIRCULAR, CIR/CFD/14/2012, dated October 04, 2012

To

All Stock Exchanges

All Registered Merchant Bankers

All Registered Registrars to an Issue

All Registered Bankers to an Issue

1. The Hon’ble Finance Minister announced the following in his speech while presenting Union Budget 2012-13:

“Simplifying the process of issuing Initial Public Offers (IPOs), lowering their costs and helping companies reach more retail investors in small towns. To achieve this, in addition to the existing IPO process, I propose to make it mandatory for companies to issue IPOs of Rs.10 crore and above in electronic form through nationwide broker network of stock exchanges

2. Pursuant to the above, in consultation with various market participants, SEBI has decided to introduce an additional mechanism for investors to submit application forms in public issues using the stock broker (“broker”) network of Stock Exchanges, who may not be syndicate members in an issue.

3. This mechanism can be used to submit ASBA as well as non-ASBA applications by investors.

4. Stock Exchanges shall provide for download of application forms on their websites/broker terminals, so that any investor or stock broker can download/print the forms directly.

5. Stock Exchanges shall ensure that the information relating to price band is pre-filled in such downloadable application forms.

6. The facility to submit the application forms will be available in more than 1000 locations which are part of the nationwide broker network of the Stock Exchanges and where there is a presence of the brokers’ terminals (hereinafter referred to as “broker centre”). Based on the feedback received from market participants in this regard, it has been decided to increase the number of broker centres, in a phased manner as under:

a. First phase

Around four hundred (400) broker centres to be covered by January 01, 2013

 b. Second phase

Remaining centres to be covered by March 01, 2013

7. Accordingly, details of locations including name of the broker, contact details such as name of the contact person, postal address, telephone number, e-mail address of the broker, etc. where the application forms shall be collected will be disclosed by the Stock Exchanges on their websites at least 15 days before the dates specified above. Stock Exchanges should ensure that the details so disclosed on their websites are regularly updated.

8. The details of this mechanism and the indicative timelines for various activities under this mechanism are specified at Annexures A and B respectively.

9. Merchant Bankers shall ensure that appropriate disclosures in this regard are made in the offer document.

10. All intermediaries are advised to take necessary steps to ensure compliance with this circular.

11. This circular shall be applicable for all offer documents filed with Registrar of Companies on or after January 01, 2013.

12. This circular is issued in exercise of powers conferred under Section 11 of the Securities and Exchange Board of India Act, 1992.

13. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Issues and Listing”.

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Click here to download the complete text of the above Circular in PDF Format- Public issues in electronic form and use of nationwide broker network of Stock Exchanges for submitting application forms.

Source: Securities and Exchange Board of India.


 

CIRCULAR, CIR/CFD/DIL/12/2012, dated September 13, 2012

To

All Registered Bankers to an Issue

1. This has reference to SEBI Circular No. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, on the captioned subject.

2. It has come to our notice that some banks while making applications on own account using ASBA facility are doing so without having clear demarcated funds and that some banks are marking lien against credit limits / overdraft facility of their account holders’ for ASBA applications.

3. Self Certified Syndicate Banks (SCSBs) are hereby advised to ensure that for applications made by any investor using ASBA facility, the SCSBs shall block the application amount only against/in a funded deposit account and ensure that clear demarcated funds are available for ASBA applications.

4. SCSBs are also advised to ensure that for making applications on own account using ASBA facility, they should have a separate account in own name with any of the SEBI registered SCSBs. Such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for ASBA applications.

5. This circular shall come into force with immediate effect.

6. This circular is issued in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992.

7. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Issues and Listing”.

Click here to download the complete text of the above Circular in PDF Format-CIRCULAR, CIR/CFD/DIL/12/2012, dated September 13, 2012.

Source: Securities and Exchange Board of India.

 

 

 

 


CIRCULAR, CIR. /IMD/DF-1/20/2012 dated July 27, 2012

To

All Recognized Stock Exchanges

All Registered Merchant Bankers

All Registered Registrars to an Issue

All Registered Bankers to an Issue

All Depositories

1. Regulation 10 of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (the “SEBI Debt Regulations”) provides that:

“An issuer proposing to issue debt securities to the public through the on-line system of the designated stock exchange shall comply with the relevant applicable requirements as may be specified by the Board.”

2. Regulation 31(2) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 provides that:-

In particular, and without prejudice to the generality of the foregoing power and provisions of these regulations, such orders or circulars may provide for all or any of the following matters, namely:

Electronic issuances and other issue procedures including the procedure for price discovery….”

3. In view of the above, in order to facilitate a system for making online applications for public issue of debt securities and to reduce the timelines of the issue process for public issue of debt securities, it has been decided to:

a. Extend ASBA facility to public issues of debt securities; and

b. Provide option for subscribing to debt securities through an online internet interface with a facility to make online payment.

c. Apply the timelines for the issue process as provided in SEBI Circular CIR/CFD/DIL/1/2011 dated April 29, 2011 or as notified by SEBI from time to time.

4. The detailed procedure for providing the above facilities is laid out in Annexure to this circular. The circular shall be applicable with immediate subject to putting in place necessary systems and infrastructure by the stock exchanges.

5. Recognized Stock Exchanges are directed to:

a. Comply with the conditions laid down in this circular

b. Put in place necessary systems and infrastructure for implementation of this circular.

c. Make consequential changes, if any, to the bye-laws of the Exchange as may be applicable and necessary.

d. Communicate to member brokers/ sub-brokers and create awareness amongst them about their roles and responsibilities in such issues.

6. Depositories, Merchant Bankers and Registrars are directed to:

a. Comply with the conditions laid down in this circular

b. Put in place necessary systems and infrastructure for implementation of this circular.

c. Create awareness among issuers and investors about the various modes available for making applications

7. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulation 31(2) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.

8. This circular is available on SEBI website at www.sebi.gov.in under the category “Legal Framework” and under the drop down “Corp Debt Market”.

Yours faithfully,

Maninder Cheema

Deputy General Manager

+91-22-2644-9754

maninderc@sebi.gov.in

Annexure

Click here to download the complete text of the above Circular in PDF Format- System for Making Application to Public Issue of Debt Securities- Jul 27, 2012.

Source: Securities and Exchange Board of India.


CIRCULAR, CIR/IMD/DF-1/19/2012, dated July 25, 2012

All Registered Merchant Bankers

All Recognized Stock Exchanges

Background

1. SEBI had notified SEBI (Issue and Listing of Debt Securities) Regulations in 2008 specifying norms for public issue of debt securities and privately placed listed debt securities.

2. With respect to public issue of debt securities, there is currently no specified standard format for the Application Form and Abridged Prospectus. This has resulted in different application forms and abridged prospectus being used in public issues of debt securities.

3. In order to standardize the Application Form and Abridged Prospectus for public issue of debt securities, the existing forms and abridged prospectus were discussed and deliberated upon with market participants. Based on the discussions, the structure, design, format, contents and organization of information in the Application Form and Abridged Prospectus have been standardized and made uniform for public issues of debt securities.

Application Form

4. The following shall be applicable with respect to the application form to be filled up by the investor:

a)      All Application forms shall be printed in A4 size sheet. The illustrative format of Application Form that shall be used for Resident and Non-Resident Investors (NRI), are placed at Annexure A and B respectively. It may be noted that certain sections in the form are filled only for illustrative purposes.

b)      No change shall be carried out in spacing, placement or in data fields in the Application Form except for the following:

i. For issues offered only in dematerialized form, the sections pertaining to physical applications may be removed.

ii. Under Point No. 5 in application form, the number of columns for providing different series details is illustrative and may vary depending on the terms of the issue.

iii. Investor Categories and sub-categories may vary depending on the issue.

iv. Details to be provided under issue structure may vary depending on the terms of the issue.

v. KYC documents required may vary depending on the terms of the issue.

vi. The declaration pertaining to application in physical form may be removed if the issue is offered only in dematerialized form.

c)      In case the issue is not offered to NRI investors, the NRI specific form may not be printed.

Abridged Prospectus

5. The following shall be applicable with respect to the abridged prospectus annexed to the application form:

a)      The abridged prospectus shall be printed in A4 size sheets. The information shall be provided under the abridged prospectus as given at Annexure-C hereto.

b)      The Abridged Prospectus shall be printed:

i. In Times New Roman font,

ii. in a font size of not less than 10,

iii. with a line spacing not less than 1.00 lines

iv. and normal character spacing with 100% scale and no condensation.

c)      A larger font size may be used, if required, for different heads of information. All major heads shall be in uppercase and bold and in boxes. The first level subheads shall be in bold and in boxes. The other levels of sub-heads shall be bold and underlined.

d)     The numbering shall be either continuous or with different types of numbering for different heads/ sub-heads.

e)      The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the abridged prospectus is mutilated.

f)       The order of the contents in the abridged prospectus shall not be changed.

g)      Tabular formats and pointers may be used wherever possible for efficient understanding. Instructions for filling up the form, payment instructions and risk factors shall be in pointers and every pointer shall be in a new line.

h)      The top of every page in the abridged prospectus shall have a colored strap in bold letters incorporating the statement

IN THE NATURE OF FORM 2A – MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

i)        Under the sections ‘any other information’, any information which is important for the investor but has not been included in the other heads may be included.

j)        Risk factors shall be so provided that they convey the risks associated with the issue briefly.

k)      A reference may be made to the prospectus wherever necessary.

6. The issuer and all the concerned intermediaries are directed to comply with the instructions contained in this circular effective from 30 days to the date of this circular.

7. This circular is issued in exercise of powers conferred under Section 11(1) and section 11A of the Securities and Exchange Board of India Act, 1992 read with Regulation 31(1) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.

8. This circular is available on SEBI website at http://www.sebi.gov.in/ under the category “Legal Framework” and “Corp Debt Market”.

Yours faithfully,

Maninder Cheema

Deputy General Manager

Investment Management Department

Tel No.022-26449754

Email id – maninderc@sebi.gov.in

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Click here to download the complete text of the above Circular in PDF Format- CIRCULAR, CIR/IMD/DF-1/19/2012, dated July 25, 2012.

Source: Securities and Exchange Board of India.