Procedure for submission of updations in the offer documents filed with SEBI
Summary
This circular establishes the procedure for registered merchant bankers to submit updated offer documents to SEBI following changes in draft offer documents. It classifies changes into those requiring fee payment, fresh filing, or no fee based on specific material deviations. The instructions are issued under Section 11(1) of the SEBI Act and apply immediately to all registered merchant bankers.
Text
in exercise of the powers conferred under sub-section (1) of Section 11 of the Securities and Exchange Board of India Act, 1992, the following instructions are issued to all registered merchant bankers for due compliance:
it has been decided to classify the changes in offer documents which may call for (i) filing of updated offer document, with the Board, along with fees and (ii) filing of updated offer document, with the Board, without fees.
Changes in the following sections would require filing of updated offer document with the Board, along with payment of a fee of ten thousand rupees for changes per section, subject to the total fees not exceeding one fourth of the filing fees paid at the time of filing the draft offer document with the Board or fifty thousand rupees, whichever is higher:
Section 1: Risk Factors: Any material development which may result in potential risk and may require updation in this section.
Section 2: Capital Structure: An aggregate increase of 5% or more in the shareholding of the promoter or promoter group or an aggregate increase of 5% or more in the shareholding of the top ten shareholders.
Section 3: Issue Size: Any addition or deletion to the objects of the issue resulting in a change in the estimated issue size or estimated means of finance by not more than 10%.
Section 4: Management: Appointment of any new director.
Section 5: Promoter Group: Any addition to the promoter group or group companies.
Section 6: Financial Statements: Any variation in net profit after tax or net loss after tax and/ or extraordinary items in excess of 10% over the last updated financials submitted to SEBI.
Section 7: Legal and other information: Any new litigation or any development about a pending litigation which is material in view of the merchant bankers.
After filing the updated offer document with the Board, the merchant bankers are advised to await confirmation from the Board before proceeding with the issue.
Changes in the following sections would require fresh filing of draft offer document with the Board in terms of clause 2.1.1 of the SEBI (DIP) Guidelines, 2000, along with payment of filing fees as specified in Schedule IV of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992:
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Source: SecMarx — Procedure for submission of updations in the offer documents filed with SEBI. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.