Relaxations from certain provisions of the SEBI ICDR Regulations, 2018 in respect of Further Public Offer
Summary
SEBI extends temporary relaxations for Fast Track Further Public Offers (FPOs) to align with those previously introduced for Fast Track Rights Issues during the pandemic. The circular modifies specific eligibility conditions under Regulation 155 of the ICDR Regulations, including lowering financial thresholds and adjusting compliance requirements regarding show-cause notices and audit qualifications. These relaxations apply to FPOs opening on or before March 31, 2021, but exclude warrant issuances.
Text
Sub-regulations (1), (2), (3), (4) and (5) and (9) of regulation 123 shall not apply if the issuer satisfies the conditions mentioned under Regulation 155 of ICDR Regulations for making a further public offer through the fast track route
In regulation 155(c) the words ‘one thousand crore’ shall be read as ‘five hundred crore’
Regulation 155(h) shall be read as under: “no show-cause notices, excluding under adjudication proceedings, have been issued by the Board and pending against the issuer or its promoters or whole-time directors as on the reference date; In cases where against the issuer or its promoters/ directors/ group companies, i) a show cause notice(s) has been issued by the Board in an adjudication proceeding or ii) prosecution proceedings have been initiated by the Board; necessary disclosures in respect of such action (s) along-with its potential adverse impact on the issuer shall be made in the offer documents.”
Regulation 155(i) shall be read as “the issuer or promoter or promoter group or director of the issuer has fulfilled the settlement terms or adhered to directions of the settlement order(s) in cases where it has settled any alleged violation of securities laws through the consent or settlement mechanism with the Board”
Regulation 155 (l) shall be read as “impact of audit qualifications, if any and where quantifiable, on the audited accounts of the issuer in respect of those financial years for which such accounts are disclosed, shall be appropriately disclosed and accounts accordingly restated, in the offer documents. Further, that for the qualifications wherein impact on the financials cannot be ascertained the same shall be disclosed appropriately in the offer documents.”
These temporary relaxations are applicable for FPOs that open on or before March 31, 2021.
The relaxations mentioned in this circular are not applicable for issuance of warrants.
The circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992.
Source: SecMarx — Relaxations from certain provisions of the SEBI ICDR Regulations, 2018 in respect of Further Public Offer. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.