 OTC EXCHANGE OF INDIA CIRCULAR 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 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 “SEBI (DIP)
Guidelines”). The full text of amendments is given in
Annexure I and the amendments are explained in brief as
under: Issuance of “Non-convertible Debentures with Warrants”
(i.e., NCDs with warrants) under Chapter XIII-A The amendments made in Chapter XIII-A of the SEBI (DIP) Guidelines
on “Guidelines for Qualified Institutions Placement (QIP)”
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. 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 “Legal Framework” and “Issues and
Listing”. 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 ANNEXURE
I CHAPTER
XIII-A GUIDELINES
FOR QUALIFIED INSTITUTIONS PLACEMENT 1.
In clause 13A.1.1, in the opening para, for the words
“or any securities other than warrants”, the following
shall be substituted, namely: “/
non-convertible debentures (NCDs) with warrants or any
securities (other than warrants)” 2.
After clause 13A.2.4 and its proviso, the following
clause shall be inserted, namely:- “13A.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.”  |
