SCHEDULE XI
[See regulation 28(3) and 102]
BOOK BUILDING PROCESS
(1) An issuer proposing to issue specified securities through book building process shall comply with the requirements of this Schedule.
(2) Lead Book Runner.
(a) The issuer shall appoint one or more merchant banker(s) as book runner(s) and their
name(s) shall be disclosed in the draft red herring prospectus.
(b) The lead merchant banker shall act as the lead book runner and shall be primarily
responsible for the book building.
(c) There shall be only one lead book runner and other merchant bankers appointed, if any,
shall either be co-book runners or syndicate members.
(d) Other terms such as joint lead merchant bankers etc. shall not be used.
(e) In case of appointment of more than one lead merchant banker or book runner, the
rights, obligations and responsibilities of each shall be delineated in the inter-se
allocation of responsibility as specified in Schedule I
(3) Syndicate Members.
The book runner(s) may appoint syndicate members.
(4) Underwriting.
(a) The lead book runner and co-book runners shall compulsorily underwrite the issue and
the syndicate members shall sub-underwrite with the lead book runner /co-book
runners.
(b) The lead book runners/ syndicate members shall enter in to underwriting/ sub
underwriting agreement on the date of allocation and furnish details forthwith to the
Board.
(c) The details of final underwriting arrangement indicating actual numbers of shares
underwritten shall be disclosed and printed in the Prospectus before it is registered with
the Registrar of Companies.
(d) In case of an under subscription in an issue, the shortfall shall have to be made good by
the book runner(s) to the issue and the same shall be incorporated in the inter-se
allocation of responsibility as specified in Schedule II.
(5) Agreement with the stock exchange.
(a) The issuer shall enter into an agreement with one or more of the stock exchange(s)
which have the system of on-line offer of securities.
(b) The agreement shall specify inter-alia, the rights, duties, responsibilities and obligations of the issuer and recognised stock exchange(s) inter se.
(c) The agreement may also provide for a dispute resolution mechanism between the issuer and the stock exchange.
(6) Appointment of stock brokers as bidding/collection centres.
(a) The book runner(s)/syndicate members shall appoint stock brokers who are members of the recognised stock exchange and registered with the Board, for the purpose of
accepting bids, applications and placing orders with the issuer and ensure that the stock
brokers so appointed are financially capable of honouring their commitments arising
out of defaults of their clients/investors, if any;
Provided that in case of Application Supported by Blocked Amount, Self Certified
Syndicate Banks, Registrar to Issue and Share Transfer Agents, Depository
Participants, Stock brokers shall also accept and upload the details of such applications
in electronic bidding system of the stock exchange(s).
(b) The stock brokers, Self Certified Syndicate Bank, Registrar to Issue and Share
Transfer Agents and Depository Participants accepting applications and application
monies shall be deemed as ‘bidding/collection centres‘.
(c) The issuer shall pay to the SEBI registered intermediaries] commission/fee for the
services rendered by them.
(d) The stock exchange shall ensure that any stock broker does not levy a service fee on his
clients/investors in lieu of his services in this regard.
(7) Price not to be disclosed in red herring prospectus.
(a) Where the issue size is specified the red herring prospectus may not contain the price
and the number of specified securities.
(b) The draft red herring prospectus containing all the disclosures including total issue
size, if applicable, as specified in Schedule VIII, except that of price and the number of
specified securities to be offered through it shall be filed with the Board by the lead
merchant banker;
Provided that in case of a fast track issue the draft red herring prospectus shall not be
filed with the Board.
(8) Floor Price and Price Band.
Subject to the provisions of regulation 30 and the provisions of this clause, the issuer may
mention the floor price or price band in the red herring prospectus.
(a) where the issuer opts not to make the disclosure of the price band or floor price in the
red-herring prospectus, the following shall also be disclosed in the red-herring
prospectus:
(i) a statement that the floor price or price band, as the case may be, shall be
disclosed at least two working days (in case of an initial public offer) and at least
one working day (in case of a further public offer) before the opening of the bid;
(ii) a statement that the investors may be guided in the meantime by the secondary
market prices (in case of a further public offer);names and editions of the
newspapers where the announcement of the floor price or price band would be
made;
(iii) names of websites (with address), journals or other media in which the said
announcement will be made.
(b) Where the issuer decides to opts for price band instead of floor price, the issuer shall
also ensure compliance with the following conditions:
(i) The cap of the price band should not be more than 20% of the floor of the band;
i.e cap of the price band shall be less than or equal to 120% of the floor of the
price band;
(ii) The price band can be revised during the bidding period in which case the
maximum revision on either side shall not exceed 20% i.e floor of price band can
move up or down to the extent of 20% of floor of the price band disclosed in the
red herring prospectus and the cap of the revised price band will be fixed in
accordance with clause (i) above;
(iii) Any revision in the price band shall be widely disseminated by informing the
stock exchanges, by issuing press release and also indicating the change on the
relevant website and the terminals of the syndicate members.
(iv) In case the price band is revised, the bidding period shall be extended as per
provisions of sub–regulation (2) of regulation 46.
(v) The manner in which the shortfall, if any, in the project financing, arising on
account of lowering of price band to the extent of 20% will be met shall be
disclosed in the red herring prospectus. It shall also be disclosed that the
allotment shall not be made unless the financing is tied up.
(9) The manner and contents of Application-cum-Bidding Form and Revision Application-cum- Bidding Form (accompanied with abridged prospectus) shall be as specified by the
Board through Circular.
(10) Anchor investors 300[***].
(a) An Anchor Investor shall make an application of a value of at least Rs. 10 crore in the
public issue.
(b) Allocation to Anchor Investors shall be on a discretionary basis and subject to the
following:-
(i) Maximum of 2 such investors shall be permitted for allocation upto Rs. 10
crore;
(ii) Minimum of 2 and maximum of 15 such investors shall be permitted for
allocation above Rs, 10 crore and upto Rs. 250 crore, subject to minimum
allotment of Rs. 5 crore per such investor;
(iii) in case of allocation above Rs.250 crore; a minimum of 5 such investors and a
maximum of 15 such investors for allocation upto Rs.250 crore and an additional
10 such investors for every additional Rs.250 crore or part thereof, shall be
permitted, subject to a minimum allotment of Rs.5 crore per such investor.
(c) Upto sixty per cent. of the portion available for allocation to qualified institutional
buyers shall be available to anchor investor(s) for allocation/allotment (“anchor investor
portion”.
(d) One-third of the anchor investor portion shall be reserved for domestic mutual funds.
(e) The bidding for Anchor Investors shall open one day before the issue opening date.
(f) Anchor Investors shall pay on application the same margin which is payable by other
categories of investors the balance, if any, shall be paid within two days of the date of
closure of the issue.
(g) Allocation to Anchor Investors shall be completed on the day of bidding by Anchor
Investors
(h) If the price fixed as a result of book building is higher than the price at which the
allocation is made to Anchor Investor, the Anchor Investor shall bring in the additional
amount. However, if the price fixed as a result of book building is lower than the price
at which the allocation is made to Anchor Investor, the excess amount shall not be
refunded to the Anchor Investor and the Anchor Investor shall take allotment at the
price at which allocation was made to it.
(i) The number of shares allocated to Anchor Investors and the price at which the allocation
is made, shall be made available in public domain by the merchant banker before
opening of the issue
(j) There shall be a lock-in of 30 days on the shares allotted to the Anchor Investor from the
date of allotment in the public issue.
(k) Neither the merchant bankers nor any person related to the promoter/promoter
group/merchant bankers in the concerned public issue can apply under Anchor Investor
category. The parameters for selection of Anchor Investor shall be clearly identified by the merchant banker and shall be available as part of records of the merchant banker for
inspection by the Board.
(l) The applications made by qualified institutional buyers under the Anchor Investor
category and under the Non Anchor Investor category may not be considered as
multiple applications.
(11) Margin Money.
(a) The margin collected shall be uniform across all categories of investors.
(b) [***.]
(c) An amount to the extent of entire application money as margin money may be collected
from the applicants before they place an order on their behalf
(d) Amount of margin charged from an investor shall be entered and printed in the TRS.
(e) The payment accompanied with any revision of Bid, shall be adjusted against the
payment made at the time of the original bid or the previously revised bid.
(f) Bids for specified securities beyond the investment limit prescribed under relevant laws
shall not be accepted by the syndicate members/stock brokers from any category of
clients/ investors.
(g) The stock brokers shall collect the money from their client for every order placed by
them and in case the clients/investors fails to pay for specified securities allocated as
per these regulations, the stock brokers shall pay such amount;
Provided that in case of Applications Supported by Blocked Amount, the Self Certified
Syndicate Banks shall follow the procedure specified in this regard by the Board.
(12) Bidding Process
(a) Bidding process shall be only through an electronically linked transparent bidding facility provided by recognised stock exchange (s).
(b) The lead book runner shall ensure the availability of adequate infrastructure with
syndicate members for data entry of the bids in a timely manner.
(c) The syndicate members shall be present at the bidding centres so that at least one
electronically linked computer terminal at all the bidding centres is available for the
purpose of bidding.
(d) During the period the issue is open to the public for bidding, the applicants may
approach the stock brokers of the stock exchange/s through which the securities are
offered under on-line system, Self Certified Syndicate Banks, Registrar to Issue and
Share Transfer Agents or Depository Participants, as the case may be, to place an
order for bidding for the specified securities.
(e) Every stock broker shall accept orders from all clients/investors who place orders
through him and every Self Certified Syndicate Bank 308[, Registrar to Issue and Share
Transfer Agents or Depository Participants] shall accept Applications Supported by
Blocked Amount from ASBA investors.
(f) Applicants who are qualified institutional buyers shall place their bids only through the
stock brokers who shall have the right to vet the bids;
(g) The bidding terminals shall contain an online graphical display of demand and bid
prices updated at periodic intervals, not exceeding thirty minutes.
(h) At the end of each day of the bidding period, the demand including allocation made to
anchor investors, shall be shown graphically on the bidding terminals of syndicate
members and websites of recognised stock exchanges offering electronically linked
transparent bidding facility, for information of public.
(i) The retail individual investors may either withdraw or revise their bids until 310[closure
of the issue].
(ia) The issuer may decide to close the bidding by qualified institutional buyers one day
prior to the closure of the issue subject to the following conditions:
(i) bidding shall be kept open for a minimum of three days for all categories of
applicants;
(ii) disclosures are made in the red herring prospectus regarding the issuer‘s decision to
close the bidding by qualified institutional buyers one day prior to closure of issue.
(j) The qualified institutional buyers and the non-institutional investors shall neither
withdraw nor lower the size of their bids at any stage.
(k) The identity of qualified institutional buyers making the bidding shall not be made
public.
(l) The stock exchanges shall continue to display on their website, the data pertaining to
book built issues in an uniform format, inter alia giving category-wise details of bids
received, for a period of atleast three days after closure of bids. Such display shall be as
per the format specified in Part B of this Schedule.
(13) Determination of Price.
(a) The issuer shall, in consultation with lead book runner, determine the issue price based
on the bids received
(b) On determination of the price, the number of specified securities to be offered shall be
determined (i.e. issue size divided by the price to be determined).
(c) Once the final price (cut-off price) is determined, all those bidders whose bids have
been found to be successful (i.e. at and above the final price or cut-off price) shall be
entitled for allotment of specified securities.
(d) Retail individual investors may bid at “cut off” price instead of their writing the specific
bid price in the bid forms.
(e) The lead book runner may reject a bid placed by a qualified institutional buyer for
reasons to be recorded in writing provided that such rejection shall be made at the time
of acceptance of the bid and the reasons therefor shall be disclosed to the bidders.
Necessary disclosures in this regard shall also be made in the red herring prospectus.
(14) Registering of prospectus with Registrar of Companies.
The final prospectus containing all disclosures in accordance with the provisions of these
regulations including the price and the number of specified securities proposed to be issued shall be registered with the Registrar of Companies.
(15) Manner of Allotment/ Allocation.
(a) Allotment to [* * *] non-institutional investors and qualified institutional buyers
other than anchor investors shall be made proportionately as illustrated in this
Schedule. 314[The allotment to retail individual investors shall be made as referred to in
sub-regulation (1A) of regulation 50 of these regulations.
(b) In case of under subscription in any category, the undersubscribed portion in that
category shall be allocated to the bidders as per disclosures made in the red herring
prospectus;
Provided that the unsubscribed portion in qualified institutional buyer category shall
not be available for subscription to other categories [* * *].
(c) On receipt of the sum payable on application for the amount towards minimum
subscription, the issuer shall allot the specified securities to the applicants as per these
regulations.
(d) Definition of CAN to be modified to state that it is for ‘allocation of shares‘ and not
‘confirmation of shares
(16) Application for listing.
Subject to the provisions of these regulations, the issuer may apply for listing of specified
securities on a stock exchange other than the stock exchange through which it offers its
specified securities to public through the on-line system.
(17) Maintenance of Books and Records.
(a) A final book of demand showing the result of the allocation process shall be maintained
by the lead book runner.
(b) The book runner/s and other intermediaries associated in the book building process
shall maintain records of the book building prices.
(c) The Board shall have the right to inspect the records, books and documents relating to
the book building process and such person shall extend full co-operation.
(18) Applicability to fast track issues.
Unless the context otherwise requires, in relation to fast track issues all references in this
Schedule to ‘draft prospectus‘ shall be deemed to have been made to ‘red herring prospectus‘.
PART B
(1) Details of Allocation to Anchor Investors
| S. No. | Name of Anchor Investor | No. of equity shares available under Anchor Investor portion | Details of Allocation | |
| No of equity shares | No. of equity shares allocated as a percentage of no. of equity shares under Anchor Investor portion |
|||
| (a) | AI 1 AI 2 | |||
| Total (a) + (b) | ||||
(2) Details of Allocation to Investors other than Anchor Investors
| S. No. | Category of Investor | No. of equity shares offered / reserved | No of equity shares bid for/allocated | No of times of the total meant for the category |
| 1. | QIBs | |||
| (a) | foreign portfolio investors | |||
| Domestic Financial Institutions (Banks/FIs/Insurance Companies, etc.) | ||||
| (b) | Mutual Funds | |||
| (c) | Others | |||
| 2. | Non Institutional Investors | |||
| (a) | Corporates | |||
| (b) | Individuals (other than RIIs) | |||
| (c) | Others | |||
| 3. | Retail Individual Investors (RIIs) | |||
| (a) | Cut off | |||
| (b) | Price bids | |||
| 4. | Reservation categories, if any | |||
| (a) | Cut off | |||
| (b) | Price bids |
Notes:
(1) The graph should have the title “Graphical display of bids received”.
(2) A statement to the effect that the position indicated above is only bids position and does not necessarily convey the subscription to the issue.
(3) Statement as to how the multiple bids are accounted for in the data and graph.
(4) Time of updation.
(5) Additional comments, if any.
PART C
(1) Issue Details
| Sr. No. | Particulars | Issue details |
| 1 | Issue size | 200 crore equity shares |
| 2 | Portion available to QIBs* | 100 crore equity shares |
| 3 | Anchor Investor Portion | 60 crore equity shares |
| Of which | ||
| a. | Reservation to MF (1/3rd) | 20 crore equity shares |
| b. | Balance for all QIBs including MFs | 40 crore equity shares |
| 4 | Portion available to QIBs* other than anchor investors [(2) – (3)] | 40 crore equity shares |
| Of which | ||
| a. | Reservation to MF (5%) | 2 crore equity shares |
| b. | Balance for all QIBs including MFs | 38 crore equity shares |
| 5 | No. of QIB applicants | 10 |
| 6 | No. of shares applied for | 500 crore equity shares |
* Where 50% of the issue size is required to be allotted to QIBs.
(2) Details of QIB Bids
| S. No. | Type of QIB bidders | No. of shares bid for (in crores) |
| 1 | A1 | 50 |
| 2 | A2 | 20 |
| 3 | A3 | 130 |
| 4 | A4 | 50 |
| 5 | A5 | 50 |
| 6 | MF1 | 40 |
| 7 | MF2 | 40 |
| 8 | MF3 | 80 |
| 9 | MF4 | 20 |
| 10 | MF5 | 20 |
| TOTAL | 500 |
A1-A5 (QIB bidders other than MFs)
MF1-MF5 (QIB bidders which are MFs)
(3) Details of Allotment to QIB Bidders/Applicants
(No. of equity shares in crores)
| Type of QIB bidders | Equity shares bid for | Allocation of 2 crores equity shares to MFs proportionately (See Note 2) | Allocation of balance 38 crores equity shares to QIBs proportionately (See Note 4) | Aggregate allocation to MFs |
| A1 | 50 | 0 | 3.82 | 3.82 |
| A2 | 20 | 0 | 1.53 | 1.53 |
| A3 | 130 | 0 | 9.92 | 9.92 |
| A4 | 50 | 0 | 3.82 | 3.82 |
| A5 | 50 | 0 | 3.82 | 3.82 |
| MF1 | 40 | 0.4 | 3.02 | 3.42 |
| MF2 | 40 | 0.4 | 3.02 | 3.42 |
| MF3 | 80 | 0.8 | 6.04 | 6.84 |
| MF4 | 20 | 0.2 | 1.51 | 1.71 |
| MF5 | 20 | 0.2 | 1.51 | 1.71 |
| 500 | 2 | 38 | 40.00 |
Notes:
(1) The illustration presumes compliance with the provisions of regulation 50(1) pertaining to minimum allotment.
(2) Out of 40 crore equity shares allocated to QIBs, 2 crore shares (i.e. 5%) will be allocated on proportionate basis among 5 mutual fund applicants who applied for 200 crore shares in QIB category.
(3) The balance 38 crore equity shares [i.e. 40 – 2 (available for MFs)] will be allocated on
proportionate basis among 10 QIB applicants who applied for 500 crore shares (including 5
MF applicants who applied for 200 crore shares).
(4) The figures at Col. No. IV are arrived as under :
a. For QIBs other than mutual funds (A1 to A5) = No. of shares bid for (i.e Col II) X 38
/ 498
b. For mutual funds (MF1 to MF5) = {(No. of shares bid for (i.e Col. II) less No. of shares
allotted (i.e., col. III )} X 38 / 498
c. The numerator and denominator for arriving at allocation of 38 crore shares to the 10
QIBs are reduced by 2 crore shares, which have already been allotted to mutual funds
at Col. No. (III).
PART D
In case of further public offers, the issuer may opt for an alternate method of book building, as given in this part subject to the following:
(a) Issuer shall follow the procedure laid down in Part A of this Schedule except clause (13)
and clause (15) (a) thereof.
(b) The issuer may mention the floor price in the red herring prospectus or if the floor price is not mentioned in the red herring prospectus, the issuer shall announce the floor price at least one working day before opening of the bid in all the newspapers in which the pre-issue advertisement was released.
(c) Qualified institutional buyers shall bid at any price above the floor price.
(d) The bidder who bids at the highest price shall be allotted the number of securities that he has bided for and then the bidder who has bided at the second highest price and so on, until all the specified securities on offer are exhausted.
(e) Allotment shall be on price priority basis for qualified institutional buyers.
(f) Allotment to retail individual investors, non-institutional investors and employees of the
issuer shall be made proportionately as illustrated in this Schedule.
(g) Where, however the number of specified securities bided for at a price is more than available quantity, then allotment shall be done on proportionate basis.
(h) Retail individual investors, non-institutional investors and employees shall be allotted
specified securities at the floor price subject to provisions of clause (d) of regulation 29.
(i) The issuer may:-
(A) place a cap either in terms of number of specified securities or percentage of
issued capital of the issuer that may be allotted to a single bidder;
(B) decide whether a bidder be allowed to revise the bid upwards or downwards in
terms of price and/or quantity;
(C) decide whether a bidder be allowed single or multiple bids.