SEBI/CFD/DIL/DIP/33/2008/08/12
December 8, 2008
To All Registered Merchant Bankers / Stock Exchanges
Dear Sirs,
Sub.: Amendments to SEBI (Disclosure and Investor Protection) Guidelines,
2000
1. In exercise of the powers conferred under sub
]section (1) of Section 11 of theSecurities and Exchange Board of India Act, 1992, it has been decided to
amend Chapter XIII-A of the SEBI (Disclosure and Investor Protection)
Guidelines, 2000 (hereinafter referred to as the gSEBI (DIP) Guidelinesh). The
full text of amendments is given in
Annexure I and the amendments areexplained in brief as under:
Issuance of gNon-convertible Debentures with Warrantsh (i.e., NCDs with
warrants) under Chapter XIII-A
The amendments made in Chapter XIII-A of the SEBI (DIP) Guidelines on
gGuidelines for Qualified Institutions Placement (QIP)h enable a listed
company to make a combined offering of Non-Convertible Debentures
(NCDs) with warrants. Qualified Institutional Buyers (QIBs) can subscribe to
the combined offering of NCDs with warrants or to the individual instruments,
i.e., either NCDs or warrants, where separate books are run for NCDs/
warrants.
The company is however required to obtain relaxation from the applicability of
the provisions of Rule 19(2)(b), read with Rule 19(4) of the Securities
Contracts (Regulation) Rules, 1957 for listing/ trading of the warrants.
2. The amendments made vide this circular shall come into force with immediate
effect.
Neelam Bhardwaj
General Manager
Corporation Finance Department
Division of Issues and Listing
Phone: +91 22 2644 9350 (D), +91 22 2644 9000 (Extn: 9350)
Fax: +91 22 2644 9016 Email:
neelamb@sebi.gov.in2
3. This circular and the entire text of the SEBI (DIP) Guidelines, including the
amendments issued vide this circular, are available on SEBI website at
www.sebi.gov.in
under the categories gLegal Frameworkh and gIssues andListingh.
4. All registered merchant bankers are directed to ensure compliance with the
applicable amendments made vide this circular.
Yours faithfully,
Neelam Bhardwaj
Encl.:
As above.Page 3 of 3
3
ANNEXURE I
CHAPTER XIII-A
GUIDELINES FOR QUALIFIED INSTITUTIONS PLACEMENT
1. In clause 13A.1.1, in the opening para, for the words gor any securities other
than warrantsh, the following shall be substituted, namely:
g/ non-convertible debentures (NCDs) with warrants or any securities (other
than warrants)h
2. After clause 13A.2.4 and its proviso, the following clause shall be inserted,
namely:-
g13A.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.h
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