TaxTMI 
TaxTMI 
GUIDELINES FOR QUALIFIED INSTITUTIONS PLACEMENT
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....ompany which fulfills the following conditions: (a) ^3its equity shares of the same class were listed on a stock exchange having nation wide trading terminals for a period of at least one year as on the date of issuance of notice to its shareholders for convening the meeting referred to in Explanation (a) to clause 13A.3.1; and) ^4(Provided that in case of a listed company, being the transferee company in a scheme of merger/ demerger/ amalgamation/ arrangement sanctioned by Court(s) under sections 391 to 394 of the Companies Act, 1956, the period for which the equity shares of the same class of the transferor company were listed on a stock exchange having nation wide trading terminals shall also be considered for the purpose of comput....
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.... promoters; (b) veto rights; or (c) right to appoint any nominee director on the board of the issuer. Provided that a QIB who does not hold any shares in the issuer and who has acquired the aforesaid rights in the capacity of a lender shall not be deemed to be a person related to promoter/s. ^7(13A.2.4A) Where the specified security is NCD with warrant, an investor can subscribe to the combined offering of NCDs with warrants or to the individual instruments, i.e., either NCDs or warrants. 13A.2.5 Investors shall not be allowed to withdraw their bids after the closure of issue. 13A.3 Pricing 13A.3.1 ^8(An issue of specified securities made under this Chapter shall be made at a price not less than the average of the weekl....
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....rice 13A.4.1 The prices considered for determination of issue price of specified securities as provided in clause 13A.3.1 and 13A.3.2.1 shall be subject to appropriate adjustments if the issuer company: a. makes an issue of shares by way of capitalization of profits or reserves (other than by way of a dividend on shares); b. makes an issue of shares on rights basis c. consolidates its outstanding shares into a smaller number of shares; d. divides its outstanding shares (including by way of stock split); e. re-classifies any of its shares into other securities of the company; f. is involved in such other similar events or circumstances, which in the opinion of the concerned Stock Exchange, requires adjustments. 13A.5 ....
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.....7.4 The placement document shall also be placed on the website of the concerned stock exchange and of the issuer with a disclaimer to the effect that it is in connection with an issue to QIBs under this Chapter and that no offer is being made to the public or to any other category of investors. 13A.7.5 A copy of the placement document shall be filed with the Board for record purpose within 30 days of the allotment of specified securities. 13A.8 Number of allottees 13A.8.1 The minimum number of allottees for each placement of specified securities made pursuant to this Chapter shall not be less than: (a) two, where the issue size is less than or equal to Rs. 250 crores; (b) five, where the issue size is greater than Rs. 250 cr....
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....ognised stock exchange. 13A.11 Obligations of Merchant Bankers 13A.11.1 Any issue and allotment of specified securities pursuant to this Chapter shall be managed by Merchant Banker(s) registered with SEBI. 13A.11.2 The merchant banker shall exercise due diligence. 13A.11.3 The merchant banker shall furnish to each stock exchange on which the same class of shares or other securities are listed, a due diligence certificate stating that the issue is being made pursuant to this Chapter and complies with its requirements, along with the application made for seeking in-principle approval for listing of the specified securities. 13A.11.4 The merchant banker shall also furnish to each stock exchange on which the same class of shares ....
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....the words "or any securities other than warrants". 3 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007 for the following: "its equity shares of the same class are listed on a stock exchange having nation wide trading terminals; and" 4 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008. 5 Omitted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 the following: "The term "Qualified Institutional Buyers" shall have the same meaning as assigned to it in clause 2.2.2B (v)." 6 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008. 7 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/33/2008/08/12 dated ....