Application under sub-rule (7) of rule 19 of the Securities Contracts Regulation Rules 1957 for relaxing strict enforcement of clause b to sub-rule (2) of rule 19 thereof
Summary
This circular outlines the requirements for stock exchanges to consider applications seeking relaxation from strict enforcement of listing rules under Rule 19 of the SCRR. It specifies conditions for unlisted issuers listing shares post-amalgamation, listed issuers listing differential rights shares, and warrants issued with NCDs. Stock exchanges are advised to follow these requirements when processing such applications.
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this circular is issued in exercise of powers conferred by section 11 of the SEBI Act, read with sub-rule (7) of rule 19 of the SCRR, to specify the requirements for considering applications seeking relaxation from strict enforcement of clause (b) to sub-rule (2) of rule 19 thereof
Stock exchanges are advised to take into account the requirements of this circular while making their recommendations on the applications filed with them. Stock exchanges are further advised to bring the requirements of this circular to the notice of the companies listed therein.
It is hereby clarified that the applications pending as on the date of this circular shall be considered in accordance with this circular.
An unlisted issuer may make an application... seeking relaxation... for listing of its equity shares... without making an initial public offer if it satisfies the following conditions: (a) The equity shares... allotted... pursuant to a scheme of reconstruction or amalgamation... sanctioned by a High Court; (b) The listing... is in terms of the Scheme...; (c) At least twenty five per cent. of the post-scheme paid up share capital... comprises shares allotted to the public shareholders...
At least twenty five per cent. of the post-scheme paid up share capital of the transferee entity comprises shares allotted to the public shareholders in the transferor entity
As on date of application, there are no outstanding warrants/ instruments/ agreements which give right to any person to take the equity shares in the transferee entity at any future date. If there are such instruments stipulated in the Scheme... the percentage referred to in point (c) above shall be computed after giving effect to the consequent increase of capital...
The transferee entity shall also confirm that it has taken steps for listing of its equity shares, within thirty days of the date of the order of the High Court sanctioning the Scheme, simultaneously on all the stock exchanges where the equity shares of the transferor entity are/were listed.
In case of merger where the paid-up share capital of the unlisted issuer seeking listing... is more than the requirement for incorporation, the promoters' shares shall be locked-in to the extent twenty per cent. of the post merger paid-up capital... for a period of three years from the date of listing... The balance of the entire pre-merger capital... shall also be locked-in for a period of three years...
The formalities for commencing of trading shall be completed within forty five days of the date of final order of the High Court. Before commencement of trading, the transferee entity shall give an advertisement... giving following details: (a) Name and address... (b) Details of change of name... (c) Capital structure... (d) Shareholding pattern... (e) Names of its ten largest shareholders... (f) Details of its promoters... (g) Business and its management... (h) Reason for the amalgamation... (i) Financial statements... (j) Latest audited financial statements... (k) Details of its other group companies... (l) Outstanding litigations... (m) Particulars of high, low and average prices... (n) Any material development... (o) Such other information...
A listed issuer desirous of listing of its equity shares with differential rights... without making an initial public offer... may make an application... if it satisfies the following conditions: (a) such equity shares are issued to all the existing shareholders... by way of rights or bonus issue; (b) the issuer is in compliance with the conditions of minimum public shareholding requirement...; (c) the issuer undertakes to disclose the shareholding pattern... separately...
A listed issuer, desirous of listing of its warrants without making an initial public offer... may make an application... if it satisfies the following conditions: (a) warrants are issued as combined offering of NCDs and warrants through qualified intuitions placement under Chapter VIII of the ICDR Regulations; (b) the issuer is in compliance with all the provisions of Chapter VIII of the ICDR Regulations ; (c) NCDs and warrants shall be traded in the minimum trade lot of one lakh rupees.
An application to the Board under Part A, Part B or Part C shall be made through the designated stock exchange of the listed entity and the designated stock exchange shall forward the application along with its recommendations, giving reasons in writing to the Board.
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Source: SecMarx — Application under sub-rule (7) of rule 19 of the Securities Contracts Regulation Rules 1957 for relaxing strict enforcement of clause b to sub-rule (2) of rule 19 thereof. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.