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What are the steps to be taken
prior to SME listing?
CS Meenakshi Jayaraman
Research Credits
Iswariya BS
Jitesh
Legends Used
ASBA Application Supported by Blocked Amount
ICDR Issue of Capital and Disclosure Requirements
IPO Initial Public Offer
QIB Qualified Institutional Buyers
ROC Registrar of Companies
SE Stock Exchange
SEBI Securities and Exchange Board of India
SME Small and Medium Enterprises
Presentation Schema
General conditions Pre IPO Disclosures
Filing of offer
document
Pricing
Issuance conditions
and procedures
Issue related
advertising
Opening of the issue
General Conditions
*Specified securities means equity shares and convertible securities
Application to 1 / more SME exchanges for listing of its specified securities on
such SME exchange(s) and to select one as designated SE
Dematerialization of specified securities already issued and proposed to be
issued
Partly paid up equity shares to be either fully paid-up / forfeited
*Specified securities are held by the promoters in dematerialized form
Contd.
Not exceeding 25% of the
amount to be raised can be used
for general corporate purpose
Firm arrangements of finance for
75% of the stated means of
finance for the proposed project
to be funded from the issue
proceeds
25: 75 Criteria
Issuer shall accept bids only using ASBA facility in the manner specified by SEBI
Before the opening of subscription list, issuer shall deposit with the designated
SE, an amount calculated at the rate of 1% of the issue size available for
subscription to the public in the manner specified by SEBI and / or SE (the
amount shall be refundable / forfeitable in the prescribed manner)
Pre IPO
Merchant bankers as lead manager(s) to the issue (At least 1 lead manager shall not be an associate of the issuer)
A registrar to the issue, having connectivity with all the depositories
For issue through book building process – appoint syndicate member(s) and appoint bankers to issue, in case of any
other issue
Compliance officer - for monitoring the compliance of securities laws and redressal of investors grievances
List of Intermediaries to be appointed by the Issuer
Disclosures
Lead Manager to fulfil the disclosure obligations of:
 the issuer, promoters and its directors
 selling shareholders, in case of an offer for sale
in the draft offer document / offer document
Lead manager to exercise due diligence including the veracity and adequacy of disclosure in the
offer document
Filing of Offer document
Filing of a copy of offer document with SEBI through Lead Manager(s) (both hard copy and soft copy)
Issuer and lead manager shall ensure that the offer documents are hosted on the websites (contents are
the same as the versions as filed with ROC, SEBI and SME exchange)
Offer document to be filed with ROC and stock exchange
SEBI shall not issue any observation on the offer document
Due diligence and obtaining in-principle approval from the stock exchange
Pricing
Face value of equity shares shall be disclosed in all the documents along
with the price band / the issue price in identical font size
The cap on the price band and the coupon rate in case of convertible
debt instruments shall be < 120% of the floor price
The issuer may mention a price band in the offer document and a floor
price or a price bank in red herring prospectus and determine the price
at a later date before filing the prospectus with the ROC
Differential pricing is allowed (subject to fulfilment of conditions
specified in SEBI ICDR Regulations)
Issuance Conditions and Procedures
a) Not less than 35
% to retail
individual investor
b) Not less than
15% to non-
institutional
investors
c) Not more than
50% to QIB (5% of
which shall be
allocated to mutual
funds)
Allocation in the
net offer category
shall be as follows
• Unsubscribed portion in (a) / (b) may be allocated to applicants in any other category
• In addition to 5%, mutual funds shall be eligible for allocation of balance available under QIBs
Book Building
Contd.
Allocation of net offer category in issue other than book building process
Minimum 50% to retail individual investors
Remaining to:
(i) individual applicants other than retail individual
investors and
(ii) other investors including corporate bodies /
institutions, irrespective of the number of specified
securities applied for
• Unsubscribed portion in either of the categories specified in a or b be allocated to applicants in other
category
Issue related advertising
The issuer may issue advertisements for issue opening and
issue closing advertisements
Issue closing advertisement shall be made only after the
lead manager is satisfied that at least 90% of the offer is
subscribed and a certificate is obtained from the Registrar to
the issue to that effect
After filing the prospectus with ROC, pre-issue advertisement shall be
made in 1 English and 1 Hindi national daily newspaper with wide
circulation, and 1 regional language newspaper where the registered
office of the issuer is situated
During the period when the issue is open for subscription, no
advertisement shall be released giving an impression that the issue is
fully subscribed or over subscribed or indicating investors’ response
Opening of the issue
The issue shall be kept open for at least 3 working days and not more than 10 working days
In case of a revision in the price band, the issuer shall extend the bidding (issue) period disclosed
in the red herring prospectus, for a minimum period of 3 working days
In case of force majeure, banking strike / similar circumstances, the issuer may, for reasons to be
recorded in writing, extend the bidding (issue) period
The minimum sum payable on application per specified security shall at least be 25% of the issue
price (except for offer for sale) disclosed in the red herring prospectus
Reservation on competitive basis is available on satisfaction of certain conditions
Points to be noted
All intermediaries need to be registered with SEBI
Agreements with intermediaries as required under respective regulations
applicable to the concerned intermediary
IPO shall be underwritten for 100% of the offer (lead manager to
underwrite at least 15% of the issue size)
Lead manager to ensure compulsory market making for three years
Market making arrangement to be disclosed in the offer document
Thank You!
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What are the steps to be taken prior to SME listing?

  • 1. What are the steps to be taken prior to SME listing? CS Meenakshi Jayaraman
  • 3. Legends Used ASBA Application Supported by Blocked Amount ICDR Issue of Capital and Disclosure Requirements IPO Initial Public Offer QIB Qualified Institutional Buyers ROC Registrar of Companies SE Stock Exchange SEBI Securities and Exchange Board of India SME Small and Medium Enterprises
  • 4. Presentation Schema General conditions Pre IPO Disclosures Filing of offer document Pricing Issuance conditions and procedures Issue related advertising Opening of the issue
  • 5. General Conditions *Specified securities means equity shares and convertible securities Application to 1 / more SME exchanges for listing of its specified securities on such SME exchange(s) and to select one as designated SE Dematerialization of specified securities already issued and proposed to be issued Partly paid up equity shares to be either fully paid-up / forfeited *Specified securities are held by the promoters in dematerialized form
  • 6. Contd. Not exceeding 25% of the amount to be raised can be used for general corporate purpose Firm arrangements of finance for 75% of the stated means of finance for the proposed project to be funded from the issue proceeds 25: 75 Criteria Issuer shall accept bids only using ASBA facility in the manner specified by SEBI Before the opening of subscription list, issuer shall deposit with the designated SE, an amount calculated at the rate of 1% of the issue size available for subscription to the public in the manner specified by SEBI and / or SE (the amount shall be refundable / forfeitable in the prescribed manner)
  • 7. Pre IPO Merchant bankers as lead manager(s) to the issue (At least 1 lead manager shall not be an associate of the issuer) A registrar to the issue, having connectivity with all the depositories For issue through book building process – appoint syndicate member(s) and appoint bankers to issue, in case of any other issue Compliance officer - for monitoring the compliance of securities laws and redressal of investors grievances List of Intermediaries to be appointed by the Issuer
  • 8. Disclosures Lead Manager to fulfil the disclosure obligations of:  the issuer, promoters and its directors  selling shareholders, in case of an offer for sale in the draft offer document / offer document Lead manager to exercise due diligence including the veracity and adequacy of disclosure in the offer document
  • 9. Filing of Offer document Filing of a copy of offer document with SEBI through Lead Manager(s) (both hard copy and soft copy) Issuer and lead manager shall ensure that the offer documents are hosted on the websites (contents are the same as the versions as filed with ROC, SEBI and SME exchange) Offer document to be filed with ROC and stock exchange SEBI shall not issue any observation on the offer document Due diligence and obtaining in-principle approval from the stock exchange
  • 10. Pricing Face value of equity shares shall be disclosed in all the documents along with the price band / the issue price in identical font size The cap on the price band and the coupon rate in case of convertible debt instruments shall be < 120% of the floor price The issuer may mention a price band in the offer document and a floor price or a price bank in red herring prospectus and determine the price at a later date before filing the prospectus with the ROC Differential pricing is allowed (subject to fulfilment of conditions specified in SEBI ICDR Regulations)
  • 11. Issuance Conditions and Procedures a) Not less than 35 % to retail individual investor b) Not less than 15% to non- institutional investors c) Not more than 50% to QIB (5% of which shall be allocated to mutual funds) Allocation in the net offer category shall be as follows • Unsubscribed portion in (a) / (b) may be allocated to applicants in any other category • In addition to 5%, mutual funds shall be eligible for allocation of balance available under QIBs Book Building
  • 12. Contd. Allocation of net offer category in issue other than book building process Minimum 50% to retail individual investors Remaining to: (i) individual applicants other than retail individual investors and (ii) other investors including corporate bodies / institutions, irrespective of the number of specified securities applied for • Unsubscribed portion in either of the categories specified in a or b be allocated to applicants in other category
  • 13. Issue related advertising The issuer may issue advertisements for issue opening and issue closing advertisements Issue closing advertisement shall be made only after the lead manager is satisfied that at least 90% of the offer is subscribed and a certificate is obtained from the Registrar to the issue to that effect After filing the prospectus with ROC, pre-issue advertisement shall be made in 1 English and 1 Hindi national daily newspaper with wide circulation, and 1 regional language newspaper where the registered office of the issuer is situated During the period when the issue is open for subscription, no advertisement shall be released giving an impression that the issue is fully subscribed or over subscribed or indicating investors’ response
  • 14. Opening of the issue The issue shall be kept open for at least 3 working days and not more than 10 working days In case of a revision in the price band, the issuer shall extend the bidding (issue) period disclosed in the red herring prospectus, for a minimum period of 3 working days In case of force majeure, banking strike / similar circumstances, the issuer may, for reasons to be recorded in writing, extend the bidding (issue) period The minimum sum payable on application per specified security shall at least be 25% of the issue price (except for offer for sale) disclosed in the red herring prospectus Reservation on competitive basis is available on satisfaction of certain conditions
  • 15. Points to be noted All intermediaries need to be registered with SEBI Agreements with intermediaries as required under respective regulations applicable to the concerned intermediary IPO shall be underwritten for 100% of the offer (lead manager to underwrite at least 15% of the issue size) Lead manager to ensure compulsory market making for three years Market making arrangement to be disclosed in the offer document
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