CIRCULAR

CIR/CFD/POLICYCELL/6/2014

September 11, 2014

To

All Recognised Stock Exchanges  All Registered Merchant Bankers

Dear Sir / Madam,

Sub: Amendments to SEBI (Issue of Capital and Disclosure Requirements)  Regulations, 2009 – Increasing the investment bucket for anchor investor and  regulations concerning the preferential issue norms

1. SEBI Board in its meeting held on June 19, 2014 undertook a review of the extant regulatory framework in the primary market and approved certain reforms to revitalize the market including increasing the investment bucket for anchor investor and making certain amendments to regulations concerning the preferential issue norms.

2. Accordingly, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 have been amended vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014 with effect from August 25, 2014.

3. In order to remove any difficulties in the application or interpretation of SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, it is clarified that :-

I. The revised sub-regulation (3) of regulation 43 on anchor investor allocation, shall be applicable to issuers filing offer documents with the Registrar of Companies on or after the date of notification of SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014.

II.  The new and revised regulations under Chapter VII viz. regulations 71A, 76, 76A and 76B on preferential issue, shall be applicable for the preferential issuances where notice for the general meeting for passing of special resolution by the shareholders is issued on or after the date of notification of SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014.

4This circular has been issued in accordance with Section 11 (1), 11A of SEBI Act, 1992 read with regulation 108 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

5. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Issues and Listing”.

Yours faithfully,

Amit Tandon
Deputy General Manager
+91-22-26449373
amitt@sebi.gov.in

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