Capital Market

Via a pre-IPO placement, a company sells large blocks of stocks in advance of its initial public offering. The purchaser gets the shares at a discount from the IPO price. From the company’s perspective, Pre-IPO Placement is seen as a way to raise funds and offset a certain level of risk of the upcoming IPO. We assist companies with their Pre-Ipo Placement planning and execution.

Innovators Growth Platform previously known as Institutional Trading Platform was launched by SEBI for a listing of issuers which are in intensive use of technology, information technology, intellectual property, data analytics, biotechnology, or nano-technology to provide products, services, or business platforms with substantial value addition. SEBI made it easier for startups to list on Innovators Growth Platform by approving changes in order to encourage startups to go public locally and list on the Innovators Growth Platform.

Eligibility requirements for Start-Up Listing:

Qualified Institutional Placement allows an Indian-listed company to raise capital from domestic markets without having to submit any pre-issue filings or legal paperwork to the market regulators. Through QIP, capital can be raised within a short span of time. QIP’s are both time and cost-efficient as the legal work and regulations are relatively low, thus making it easier for an already listed company to raise capital from the market.

Eligibility requirements for QIP’s:

a) a special resolution approving the qualified institutions placement has been passed by its shareholders, and the special resolution shall, among other relevant matters, specify that the allotment is proposed to be made through qualified institutions placement and the relevant date referred to in sub-clause (ii) of clause (b) of regulation 171; Provided that no shareholders’ resolution will be required in case the qualified institutions placement is through an offer for sale by promoters or promoter group for compliance with minimum public shareholding requirements specified in the Securities Contracts (Regulation) Rules, 1957; Provided further that allotment pursuant to the special resolution referred to in this clause (a) of regulation 172 shall be completed within a period of 365 days from the date of passing of the resolution.

b) the equity shares of the same class, which are proposed to be allotted through qualified institutions placement or pursuant to conversion or exchange of eligible securities offered through qualified institutions placement, have been listed on a stock exchange for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution: Provided that where an issuer, being a transferee company in a scheme of compromise, arrangement and amalgamation sanctioned by a High Court under sections 391-394 of the Companies Act, 1956 or approved by a tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013, whichever is applicable makes qualified institutions placement, the period for which the equity shares of the same class of the transferor company were listed on a stock exchange having nation-wide trading terminals shall also be considered for the purpose of computation of the period of one year. Provided further that this clause shall not be applicable to an issuer proposing to undertake qualified institutional placement for complying with the minimum public shareholding requirements specified in the Securities Contracts (Regulation) 1957.

c) An issuer shall be eligible to make a qualified institutions placement if any of its promoters or directors is not a fugitive economic offender.

d) All eligible securities issued through a qualified institutions placement shall be listed on the recognised stock exchange where the equity shares of the issuer are listed.

Provided that the issuer shall seek approval under rule 19(7) of the Securities Contracts (Regulation) Rules, 1957, if applicable.

e) The issuer shall not make any subsequent qualified institutions placement until the expiry of six months from the date of the prior qualified institutions placement made pursuant to one or more special resolutions.

Follow-on public offering (FPO) refers to the shares issued by an already listed company. These are the additional shares issued by the company after an initial public offering (IPO). They are also known as secondary offerings as they follow an IPO. They could be of 2 main types – Dilutive (New shares are added) and non-dilutive. In Non- dilutive FPO, the existing private shares are sold publicly. We guide and facilitate firms with Follow on public Offers at every possible stage.

Eligibility requirements for FPO’s:

Only such fully paid-up equity shares may be offered for sale to the public, which have been held by the sellers for a period of at least one year prior to the filing of the draft offer document: Provided that in case the equity shares received on conversion or exchange of fully paid-up compulsorily convertible securities including depository receipts are being offered for sale, the holding period of such convertible securities, including depository receipts, as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period referred in this sub-regulation. Provided further that such holding period of one year shall be required to be complied with at the time of filing of the draft offer document.

Companies issue fixed income instruments to buyers in the form of non-convertible debentures. They are issued by companies to raise long-term capital. NCDs can be issued via a private placement mechanism or a public issue. Nowadays, the private placement mechanism is extensively used for raising funds through NCDs. Most private, public and non-banking financial companies opt for the route of the private placement for issuance of NCDs.

Eligibility requirements for NCD’s:

Only such fully paid-up equity shares may be offered for sale to the public, which have been held by the sellers for a period of at least one year prior to the filing of the draft offer document: Provided that in case the equity shares received on conversion or exchange of fully paid-up compulsorily convertible securities including depository receipts are being offered for sale, the holding period of such convertible securities, including depository receipts, as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period referred in this sub-regulation. Provided further that such holding period of one year shall be required to be complied with at the time of filing of the draft offer document.

Migration of listed companies to mainboard means to transfer its listed securities on main board of stock exchanges from other platforms like SME Exchange. Companies listed on the SME exchange need to have a market capitalization of at least Rs 25 crore in order to move up to the mainboard. We guide companies with the legal framework and execution of the same.

Eligibility requirements for Migration of Mainboard IPO:

An issuer that has listed its specified securities on a recognized stock exchange may at its option migrate to the main board of that recogniszed stock exchange as per the following criteria subject to compliance with the eligibility requirements of the stock exchange.

A takeover occurs when one company makes a successful bid to assume control of or acquire another. Takeovers can be done by purchasing a majority stake in the target firm. Takeovers are also commonly done through the merger and acquisition process. In a takeover, the company making the bid is the acquirer and the company it wishes to take control of is called the target.

BSE has launched a Dissemination Board mechanism on BSE India website (www.bseindia.com) enabling dissemination of bids/Offer placed by buyers and sellers of securities of companies that are listed exclusively on exiting or de-recognised RSEs using the services of the Trading Members of BSE.