Regulation 109 - Conversion of optionally convertible debt instruments into equity share capital
Securities And Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2018 Part II ISSUE OF CONVERTIBLE DEBT INSTRUMENTS AND WARRANTS
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Consent for conversion required: holders must positively consent and large-issue holders may opt against conversion or obtain redemption. Conversion into equity requires positive consent from each holder; silence is not consent. For large-value listed convertible issues where conversion price was not fixed at issue, holders must be offered the option not to convert unless an upper price limit or conversion formula and justification were disclosed at issuance. If some holders decline conversion at the shareholders' meeting price, the issuer must redeem the declined portion within one month at not less than face value, except where redemption is provided for in the offer document.
Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
Provisions expressly mentioned in the judgment/order text.
Consent for conversion required: holders must positively consent and large-issue holders may opt against conversion or obtain redemption.
Conversion into equity requires positive consent from each holder; silence is not consent. For large-value listed convertible issues where conversion price was not fixed at issue, holders must be offered the option not to convert unless an upper price limit or conversion formula and justification were disclosed at issuance. If some holders decline conversion at the shareholders' meeting price, the issuer must redeem the declined portion within one month at not less than face value, except where redemption is provided for in the offer document.
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