Examen de la aplicación del Pacto en relación con los Estados Partes que no han presentado informes

Minimum promoters’ contribution initial public offer

in case of an initial public offer, not less than 20 %. of the post issue capital.

Provided that in case the post issue shareholding of the promoters is less than 20 %, alternative investment funds may contribute for the purpose of meeting the shortfall in minimum contribution as specified for promoters, subject to a maximum of ten per cent of the post issue capital.]

---Inserted by SEBI (ICDR) (Fourth Amendment) Regulations, 2012, w.e.f.12.10.2012

Example--- In 2006 i.e year of incorporation.

Issue of Share by private Placement.-- 2 Crore equity share of Rs. 10 each.

Case-1 Promoters took 30% shares.(i.e.60 lacks shares.) Case-2 Promoters took 40% shares.(i.e.80 lacks shares.)

SEBI (ICDR) REGULATION, 2009 N.K.SINGH 9818248595 011-65568595 4.14 Promoter's contributions are required in both the case -1 and 2.

Ans:---Case.1--- 20 Lacks Shares. Case.2---Nil Further

public offer

in case of a further public offer, promoters must contribute either to the extent of 20% of the proposed issue size or to the extent of 20% of the post-issue capital;

In 2009 -- IPO of 2 crore equity shares of Rs. 10 each. Case-1---Promoters took 30% shares.(i.e.60 lacks shares.) Case-2---Promoters took 40% shares.(i.e.80 lacks shares.) In 2011 -- FPO of 2 crore equity shares of Rs. 10 each. How Much Minimum PC required in Case -1 And Case- 2 Ans- Case -1 ---.20 Lacks Shares or 40 lacks depends Upon option of Promoter.

Case-2--- Nil or 40 lacks depends Upon option of Promoter. Composite

issue

in case of a composite issue, promoters must contribute either to the extent of 20% of the proposed issue size or to the extent of 20% of the post-issue capital excluding the rights issue component.

Pricing of Excess

promoters’ contribution

In case of a further public offer or composite issue where the promoters contribute more than the stipulated minimum promoters’ contribution, the allotment with respect to excess contribution shall be made

 at a price determined in terms of the provisions of Reg. 76 or  the issue price, whichever is higher. Period within which the promoters shall satisfy the requirements

The promoters shall satisfy the requirements of this regulation at least one day prior to the date of opening of the issue and the amount of promoters’ contribution shall be kept in an escrow account with a scheduled commercial bank and shall be released to the issuer along with the release of the issue proceeds.

Provided further that where the minimum promoters’ contribution is more than one hundred crore rupees, the promoters shall bring in at least one hundred crore rupees before the date of opening of the issue and the remaining amount may be brought on pro-rata basis before the calls are made to public.

Three exemptions from requirement of promoter's contribution.

Requirement of promoter's contribution shall not be applicable- 1. If issuer company does not have any identifiable promoter, or

2. In case of FPO of equity shares by a listed company, which has been listed on a stock exchange for at least 3 years and has a track record of dividend payment for at least 3 immediately preceding years. However, the promoters must disclose their existing shareholding and extent to which they are voluntarily participating in the proposed issue. (No Lock in on the shares acquired by promoters voluntarily).

or 3. Right issues.

Securities ineligible for minimum promoters' contribution

a) securities acquired during the preceding three years, if they are:

i. acquired for consideration other than cash and revaluation of assets, or, acquired by capitalisation of intangible assets; or

ii. resulting from a bonus issue by utilisation of revaluation reserves or unrealised profits of the issuer, or, from bonus issue against equity shares which are ineligible for minimum promoters' contribution;

iii. securities acquired by promoters during the preceding one year at a price lower than the price at which specified securities are being offered to public in the initial public offer

Provided that nothing contained in this clause shall apply

i. If promoter pays to the issuer, the difference between the price at which specified securities are offered in the initial public offer and the price at which the specified securities had been acquired.

ii. If such specified securities are acquired in terms of scheme U/S 391-394 of the Companies Act. 1956, as approved by a High Court), by promoters in lieu of business and invested capital that had been in existence for a period of more than one year prior to such approval

iii. to an IPO by a government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in infrastructure sector

(c) securities allotted to promoters during the preceding one year at a price less than the issue, price, against funds brought in by them during that period, in case of an issuer formed by conversion of one or more partnership firms, where the partners of the erstwhile partnership firms are the promoters of the' issuer and there no change in the management.

Provided that specified securities, allotted to promoters against capital existing in such firms

for a period of more than one year on a continuous basis, shall be eligible, (d) securities pledged with any creditor.

Securities referred in clauses (a) and (c) above shall be eligible for the computation of promoters' contribution, if such securities are acquired pursuant to a scheme which has been approved under sections 391-394 of the Companies Act, 1956.

Lock-in of specified securities held by promoters. Reg. 36.

In a public issue, the specified securities held by promoters shall be locked-in for the period stipulated hereunder:

(a) minimum promoters’ contribution shall be locked-in for a period of three years from the date of commencement of commercial production or date of allotment in the public issue, whichever is later;

For the purposes of this clause, the expression "date of commencement of commercial production" means the last date of the month in which

SEBI (ICDR) REGULATION, 2009 N.K.SINGH 9818248595 011-65568595 4.16 commercial production in a manufacturing company is expected to commence as stated in the offer document.

(b) promoters’ holding in excess of minimum promoters’ contribution shall be locked-in for a period of one year: