Issue of shares

Do you wish to make an offer for sale of shares to the public ?

(a)'”further public offer” means an offer of defined securities by a listed issuer to the public for subscription and contains an offer for sale of identified securities to the public.

(b) “initial public offer” means an propose is described securities by an unlisted issuer to the public for subscription.

Do you wish to make an offer for sale of shares to the public ?

2. Make full disclosures about the whole number of identified securities and amount is offered to be raised from such further issue in such draft offer document or offer document.

3. Subject to provisions of the 2013 act. The SEBI (ICDR) regulations, equity shares may be offered for sale to public.

The holding term of such adjustable securities of resultant value shares together.

(a) if the described securities provided for sale were obtained pursuant to any plan is approved by a high court under section 391-394 of the 1956 act.

4.Note that your company must fulfill the conditions per-requisite for an offer for sale as specified in Chapter II of the SEBI (ICDR) Regulations, 2009.

5.Offer as per the provisions of rules 1957.

6. Maintain minimum stake of 20% of the proposed issue size or to the extent of 20% of the post-issue capital by the promoters.

7. You are free to determine the issue price, which can be determined in consultation with the Lead Merchant Banker to the offer for sale.

8. Disclose in the offer document the details given in Schedule VIII Part A of the SEBI (ICDR) Regulations.

9. Remember that the promoters stake including contribution made by alternative investment funds is subject to lock-in-period 3 years from the date of commercial production or date of allotment in public offer whichever is later.

10. Note the term “infrastructure sector” contains the services or facilities as defined in Schedule X of the regulations.

11. The share certificates relating to public offer should be inscribed with the words “NON TRANSFERABLE”. The lock-in period and if the securities are dematerialised then ensure that lock-in is recorded by depository.

12. If the offer for sale attracts section 25 or section 26(1) of the 2013 act. Then issue the prospectus in the like manner as in the case of a public issue. In case of an offer for sale under Section 25 of the 2013 Act certain modifications will apply as mentioned in sub-section (3) and (4) of that section.

13. In any other case, make the offer in any manner, keeping in view, of course, the provisions of Section 36 of the 2013 act.

14. Your company can offer shares for sale to the public either at par or at premium.

15. If the company is listed on a recognized stock exchange, then ensure the following :

(a) The offer is made in a form approved by the concerned stock exchange and should comply with the conditions relating to public advertisement, opening of the subscription list, allotment, etc., that are applicable when a company offers its shares for public subscription through a prospectus in accordance with the prescribed listing requirements.

(b) The offer for sale must give all material particulars relating to the company as. If it were a prospectus issued, particularly it should include the following formation regarding :

(i) shares on offer and terms of sale.

(ii) capital structure of the company.

(iii) capitalization of reserves.

(iv) any revaluation of assets or schemes of arrangement or reorganization.

(v) last five years profit and loss account summarized under principal heads.

(c) The offer contains in bold types a statement on the following lines:

(i) The offers individually and  collectively gain full control for the authority of the information given in this offer for sale and confirm to their knowledge. The omission of which would make any statement in the offer for sale mis-leading.

(ii)The offers hereby declare that the stock exchange to which an application for official quotation is proposed to be made does not accept any responsibility for the financial soundness of this offer. The price at which the offer for sale is made or for the correctness of the statements made or opinions expressed in this offer for sale.

16.Prepare the scheme of distribution of shares in response to the applications received and get the same approved by the stock exchange concerned. If the shares offered are proposed to be enlisted.

17.Execute the proper transfer deeds as per the above scheme and lodge the same with the company enclosing related share certificates.

18.The company will then register the transfers, enter the transferees as the members of the company and will complete all other formalities in this regard such as endorsement on share certificates, entries in various registers, etc.,

19.The requirement of 90% minimum subscription will not be mandatory in case of offer for sale.

20.In case offer for sale, the issue price payable for each specified security should b brought in at the time of application.

21.The requirement to appoint a monitoring agency in case the issue size exceeds Rs. 500 crores. It shall not be applicable to an offer for sale.


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