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Amendments to SEBI (Disclosure and Investor Protection)



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 the

Securities 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) Guidelinesh). The

full text of amendments is given in Annexure I and the amendments are

explained in brief as under:

Issuance of gNon-convertible Debentures with Warrantsh (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.in

2

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 Frameworkh and gIssues and

Listingh.

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 warrantsh, 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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