About Offer For Sale

The Securities and Exchange Board of India (SEBI) by a circular no CIR/MRD/DP/ 04 /2013 dated 25th January 2013
and CIR/MRD/DP/ 18 /2012 dated 18 July 2012, has permitted the Stock Exchanges to provide a separate window,
i.e. apart from the existing trading system for the normal market segment, to facilitate Promoters of listed companies
to dilute/offload their holding in listed companies in a transparent manner with wider participation. Further, SEBI vide
its circular dated CIR/MRD/DP/ 24 /2014 has expanded the framework of Offer for Sale (OFS) of shares through
stock
exchange
mechanism
as
follows:
1.

Eligibility

(a)
Exchanges
The facility of offer for sale of shares shall be available on BSE Ltd (BSE) and National Stock Exchange (NSE).
(b)
Sellers
i. All promoter(s)/ promoter group entities of such companies that are eligible for trading and are required to increase
public shareholding to meet the minimum public shareholding requirements in terms Rule 19(2)(b) and 19A of
Securities Contracts (Regulation) Rules, 1957 (SCRR), read with clause 40A (ii) (c) of Listing Agreement.
ii. Any non-promoter shareholder of eligible companies holding at least 10% of share capital may also offer shares
through
the
OFS
mechanism.
iii. In case a non-promoter shareholder offers shares through the OFS mechanism, promoters/ promoter group
entities of such companies may participate in the OFS to purchase shares subject to compliance with applicable
provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Substantial
Acquisition
of
Shares
and
Takeovers)
Regulations,
2011.
iv. All promoters/promoter group entities of top 200 companies by market capitalisation in any of the last four
completed quarters, market capitalisation being calculated as average market capitalisation in a quarter. For (i) and
(ii) above, the promoter/promoter group entities should not have purchased and/or sold the shares of the company in
the 12 weeks period prior to the offer and they should undertake not to purchase and/or sell shares of the company in
the 12 weeks period after the offer. However, within the cooling off period of +12 weeks, the promoter(s)/promoter
group entities can offer their shares only through OFS/ Institutional Placement Programme (IPP) with a gap of 2
weeks between successive offers. The above shall also be applicable on promoter(s) /promoter group entities who
have
already
offered
their
shares
through
OFS/IPP.
(c)
Buyers
i. All investors registered with the brokers of the aforementioned stock exchanges other than the promoter(s)/
promoter
group
entities.
ii. In case a non-promoter shareholder offers shares through the OFS mechanism, promoters/ promoter group entities
of such companies may participate in the OFS to purchase shares subject to compliance with applicable provisions of
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Substantial Acquisition of Shares
and
Takeovers)
Regulations,
2011.
2.
Definitions
a) "Single Clearing Price" is the price at which the shares are allocated to the successful bidders in a proportionate
basis
methodology.
b) "Multiple Clearing Prices" are the prices at which the shares are allocated to the successful bidders in a price
priority
methodology.
c)
d)

Indicative
"Floor

Price

Price"

is

is
the

the

volume

minimum

price

weighted
at

which

average
the

price

seller

of

intends

all
to

the
sell

valid
the

bids.

shares.

3.
Size
of
Offer
for
sale
of
shares
The size of the offer shall be a minimum of Rs. 25 crores. However, size of offer can be less than Rs. 25 crores so as
to
achieve
minimum
public
shareholding
in
a
single
tranche.
4.
Advertisement
and
offer
expenses
a) Advertisements about the offer for sale of shares through stock exchange(s) , if any, shall be made after the
announcement/ notice of the offer for sale of shares to the stock exchanges in accordance with para 5 (b) below and

its contents shall be restricted to the contents of the notice as given to the stock exchange under Para 5 (b).
b) All expenses relating to offer for sale of shares through stock exchange(s) shall be borne by the seller(s).
5.

Operational

Requirements

(a)
Appointment
of
Broker
The Seller(s) will appoint broker(s) for this purpose. The Seller's broker(s) may also undertake transactions on behalf
of
eligible
buyers.
(b)

Contents

of

the

announcement/

Notice

of

the

Offer

for

sale

of

shares

Seller(s) shall announce the intention of sale of shares at least one clear trading day prior (on T-2 day, T being the
day of OFS issue) to the opening of offer latest by 5 pm, along with the following information:
i. Name of the Seller(s) i.e. Promoters/Promoter group entities/ Non-Promoter shareholder and the name of the
company
whose
shares
are
proposed
to
be
sold.
ii. Name of the Exchange(s) where the orders shall be placed. In case orders are to be placed on both BSE and NSE,
one
of
them
shall
be
declared
as
the
Designated
Stock
Exchange
("DSE").
iii.

Date

and

time

of

the

opening

and

closing

of

the

offer.

iv. Allocation methodology i.e. either on a price priority (multiple clearing prices) basis or on a proportionate basis at a
single
clearing
price..
v.

Number

of

shares

being

offered

for

sale.

vi. The maximum number of shares that the seller may choose to sell over and above the offer made at point (v)
above.
The
name
of
the
broker(s)
on
behalf
of
the
seller(s).
vii. The date and time of the declaration of floor price, if the seller(s) chooses to announce it to the market.
Alternatively, a declaration to the effect that the floor price will be submitted to the DSE in a sealed envelope that shall
be
disclosed
post
closure
of
the
offer.
viii.

Conditions,

if

any,

for

withdrawal

or

cancellation

of

the

offer.

(c)
Floor
price
i. In case the seller chooses to disclose the floor price, the seller(s) shall declare it after the close of trading hours and
before the close of business hours of the exchanges on T-1 day else the seller(s) shall give the floor price in a sealed
envelope to DSE before the opening of the offer. (T day being the day of the offer for sale).
ii. The floor price if not declared to the market, shall not be disclosed to anybody, including the selling broker(s).
Sealed envelope shall be opened by the DSE after the closure of the offer for sale and the floor price suitably
disseminated
to
the
market.
(d)
Timelines
i. The duration of the offer for sale shall be as per the trading hours of the secondary market and shall not exceed one
trading
day.
ii.

Orders

(e)
i. A

separate

ii.

The

shall

window
following

be

for

placed

the

purpose

orders

shall

Order
of sale
be

during

of

shares

valid

in

trading

through
the

hours.

OFS

shall

OFS

Placement
be created.
window:

1. Every bid/order for an Institutional Investor should be backed by 100% (Upfront) Cash Margin of the bid amount or
0%
Margin
(No
Margin).

2. Every bid/order for a Retail Investor (RI) and Non Institutional Investor (NII) should be backed by 100% (Full) Cash
Margin.
a. Minimum 10% of the offer size shall be reserved for Retail Investors. For this purpose, Retail Investor shall mean
an individual investor who places bids for shares of total value of not more than Rs. 2 lakhs aggregated across the
exchanges. If the cumulative bid value across exchanges exceeds Rs.2 lakhs in the retail category, such bids shall be
rejected.
b. Individual retail investors shall have the option to bid in the Retail Category (RI) and the general category i.e Non
Institutional Investor (NII). However, if the cumulative bid value of such investors exceeds Rs.2 lakhs, the bids in the
retail
category
shall
become
ineligible.
3. Every order/ bid placed for 100% (Upfront) Cash Margin shall be validated against the cash deposit in OFS
segment.
iii. Cumulative bid quantity shall be made available online to the market throughout the trading session at specific
intervals in respect of orders with 100% upfront margin and separately in respect of orders placed without any upfront
margin. Indicative price shall be disclosed to market throughout the trading session. The indicative price shall be
calculated
based
on
all
valid
bids/orders.
iv. If the security has a price band in the normal segment, the same shall not apply for the orders placed in the offer
for sale. Stock specific tick size as per the extant practice in normal trading session shall be made applicable for this
window.
v. In case of shares under offer for sale, the trading in the normal market shall also continue. However, in case of
market closure due to the incidence of breach of 'Market wide index based circuit filter', the offer for sale shall also be
halted.
vi.

Only

vii.

Multiple

viii.

In

case

floor

limit

orders/

orders
price

is

from

disclosed,

orders/

bids
single
bids

below

shall
buyer
floor

be
shall

price

shall

permitted.
be

not

be

permitted.
accepted.

6.
Risk
Management
i. Clearing Corporation shall collect 100% margin in cash from non-institutional investors. In case of institutional
investors who place orders/bids with 100% of margin upfront, custodian confirmation shall be within trading hours. In
case of institutional investors who place orders without upfront margin, custodian confirmation shall be as per the
existing rules for secondary market transactions. The funds collected shall neither be utilized against any other
obligation
of
the
trading
member
nor
co-mingled
with
other
segments.
ii. In case of order/bid modification or cancellation, such funds shall be released/ collected on a real time basis by
clearing
corporation.
iii. The seller(s) shall deposit the entire quantity of shares offered for sale including the additional shares disclosed at
Para 5(b)(vi) as pay-in with the clearing corporation/clearing house of DSE prior to the commencement of the offer.
No
other
margin
shall
be
charged
on
the
seller(s).
7.
Allocation
I. Minimum of 25% of the shares offered shall be reserved for mutual funds and insurance companies, subject to
allocation methodology. Any unsubscribed portion thereof shall be available to the other bidders.
II. The orders shall be cumulated by the DSE immediately on close of the offer. Based on the methodology for
allocation to be followed as disclosed in the notice, the DSE shall draw up the allocation. i.e. either on a price priority
(multiple
prices)
basis
or
on
a
proportionate
basis
at
a
single
clearing
price.
III.

No

allocation

will

be

made

in

case

of

order/

bid

is

below

floor

price.

IV. No single bidder other than mutual funds and insurance companies shall be allocated more than 25% of the size
of
offer
for
sale.
V. The allocation details shall be shared by the DSE with the other exchange after the allocation is crystallized.

VI.

Minimum

10%

of

the

offer

size

shall

be

reserved

for

retail

investors.

8.
(i)
Settlement
a. The allocation and the obligations resulting thereof shall be intimated to the brokers on T day.
b. Settlement shall take place on trade for trade basis. For non-institutional orders/bids and for institutional orders
with 100% margin, settlement shall take place on T+1 day. In case of orders/bids of institutional investors with no
margin,
settlement
shall
be
as
per
the
existing
rules
for
secondary
market.
c. Funds collected from the bidders who have not been allocated shares shall be released after the download of the
obligation.
d. On T+1 day, to the extent of obligation determined, the clearing Corporation/ Clearing house of DSE shall transfer
such number of shares to the clearing corporation/clearing house of the other stock exchange, without consideration
of money. Excess shares, if any, shall be returned to seller broker(s).The direct credit of shares shall be given to the
demat account of the successful bidder provided such manner of credit is indicated by the broker/bidder.
(ii)
Handling
of
default
in
pay-in
a. In case of default in pay-in by any investor, 10% of the order value shall be charged as penalty from the investor
and collected from the broker. This amount shall be credited to the Investor Protection Fund of the stock exchange.
b. The price at which allotments have been made based on the allocation on T day shall not be revised as a result of
any
default
in
pay-in.
c.

Issuer

d.

Allotment

shall
details

have
after

the

option

settlement

to

cancel

shall

also

in
be

full

or

disseminated

conclude
by

the

the

offer.

exchange.

e. Allocation details after settlement shall be consolidated by the DSE and excess shares, if any, shall be returned by
the
respective
Clearing
Corporation/
Clearing
house
to
the
seller(s)
broker(s).
f. Settlement Guarantee Fund shall not be available for OFS through stock exchange mechanism.
9.
Issuance
of
Contract
Notes
The brokers shall be required to issue contracts note to its clients based on the allotment price and quantity in terms
of
conditions
specified
by
the
exchange.
10.
Withdrawal
of
offer
The offer for sale may be withdrawn prior to its proposed opening. In such a case there will be a cooling off period of
10 trading days from the date of withdrawal before an offer is made once again. The stock exchange(s) shall suitably
disseminate
details
of
such
withdrawal.
11.
Cancellation
of
offer
Cancellation of offer shall not be permitted during the bidding period. If the seller(s) fails to get sufficient demand at or
above the floor price, he may choose to either conclude the offer or cancel it in full. The seller may also choose to
conclude the offer or cancel it in full, in case of defaults in settlement obligation.

SEBI Circulars

Date of
circular

Review of Offer for Sale (OFS) of Shares through Stock Exchange Mechanism

26.06.2015

Modification to Offer for Sale (OFS) of Shares through stock exchange mechanism

01.12.2014

Expanding the framework of Offer for Sale (OFS) of Shares through stock exchange mechanism

08.08.2014

Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange
Mechanism.

30.05.2013

Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange
Mechanism

25.01.2013

Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange
Mechanism

18.07.2012

Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism - Clarification

27.02.2012

Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism

23.02.2012

Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism

01.02.2012

Securities and Exchange Board of
India
Page 1 of 2
CIRCULAR
CIR/MRD/DP/12/2015 June 26, 2015
To
All Stock Exchanges
Dear Sir / Madam,
Sub: Review of Offer for Sale (OFS) of Shares through Stock Exchange Mechanism
1. Comprehensive guidelines on sale of shares through Offer for Sale mechanism were
issued vide circular no CIR/MRD/DP/18/2012 dated July 18, 2012. The OFS framework has

Downl

been modified subsequently from time to time on the basis of representation/suggestion

received from market participants.
2. SEBI has been taking steps to encourage retail investors to participate in the OFS. In
order to enhance more retail participation in the OFS process and to simplify the bidding
process for retail investors, it has been decided that:
2.1. OFS notice shall continue to be given latest by 5 pm on T-2 days. However T-2 days
shall be reckoned from banking day instead of trading day.
2.2. It would be mandatory for sellers to provide the option to retail investors to place their
bids at cut off price in addition to placing price bids.
3. Accordingly, para 3.9 of OFS circular dated August 08, 2014 and para 2 of OFS circular
dated December 01, 2014 stands modified as above. All other conditions for sale of shares
through OFS framework contained in the circulars CIR/MRD/DP/18/2012 dated July 18,
2012, CIR/MRD/DP/04/2013 dated January 25, 2013, CIR/MRD/DP/17/2013 dated May 30,
2013, CIR/MRD/DP/ 24 /2014 August 08, 2014 and CIR/MRD/DP/32 /2014 December 01,
2014 remain unchanged.
4. Stock Exchanges are advised to:
4.1. take necessary steps and put in place necessary systems for implementation of above
immediately.
4.2. make necessary amendments to the relevant bye-laws, rules and regulations for the
implementation of the above decision.

Securities and Exchange Board of
India
Page 2 of 2

4.3. bring the provisions of this circular to the notice of the member brokers of the stock
exchange to also to disseminate the same on their website.
5. This circular is being issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market.
Yours faithfully,
Manoj Kumar
General Manager
Email: manojk@sebi.gov.in

Securities and Exchange Board of
India
Page 1 of 2
CIRCULAR
CIR/MRD/DP/12/2015 June 26, 2015
To
All Stock Exchanges
Dear Sir / Madam,
Sub: Review of Offer for Sale (OFS) of Shares through Stock Exchange Mechanism
1. Comprehensive guidelines on sale of shares through Offer for Sale mechanism were
issued vide circular no CIR/MRD/DP/18/2012 dated July 18, 2012. The OFS framework has
been modified subsequently from time to time on the basis of representation/suggestion
received from market participants.
2. SEBI has been taking steps to encourage retail investors to participate in the OFS. In
order to enhance more retail participation in the OFS process and to simplify the bidding
process for retail investors, it has been decided that:
2.1. OFS notice shall continue to be given latest by 5 pm on T-2 days. However T-2 days
shall be reckoned from banking day instead of trading day.

2.2. It would be mandatory for sellers to provide the option to retail investors to place their
bids at cut off price in addition to placing price bids.
3. Accordingly, para 3.9 of OFS circular dated August 08, 2014 and para 2 of OFS circular
dated December 01, 2014 stands modified as above. All other conditions for sale of shares
through OFS framework contained in the circulars CIR/MRD/DP/18/2012 dated July 18,
2012, CIR/MRD/DP/04/2013 dated January 25, 2013, CIR/MRD/DP/17/2013 dated May 30,
2013, CIR/MRD/DP/ 24 /2014 August 08, 2014 and CIR/MRD/DP/32 /2014 December 01,
2014 remain unchanged.
4. Stock Exchanges are advised to:
4.1. take necessary steps and put in place necessary systems for implementation of above
immediately.
4.2. make necessary amendments to the relevant bye-laws, rules and regulations for the
implementation of the above decision.

Securities and Exchange Board of
India
Page 2 of 2

4.3. bring the provisions of this circular to the notice of the member brokers of the stock
exchange to also to disseminate the same on their website.
5. This circular is being issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market.
Yours faithfully,
Manoj Kumar
General Manager
Email: manojk@sebi.gov.in

Securities and Exchange Board of
India Page 1 of 3
CIRCULAR CIR/MRD/DP/ 24 /2014 August 08, 2014 To All Stock Exchanges Dear Sir /
Madam,
Sub: Expanding the framework of Offer for Sale (OFS) of Shares through stock
exchange mechanism
1. Comprehensive guidelines on sale of shares through Offer for Sale mechanism were
issued vide circular no CIR/MRD/DP/18/2012 dated July 18, 2012. These guidelines have
been modified vide circulars dated CIR/MRD/DP/04/2013 dated January 25, 2013 and
CIR/MRD/DP/17/2013 dated May 30, 2013.
2. While the OFS mechanism has been successfully used to divest promoter stake, market
feedback indicated that there is a need to take measures to encourage retail participation in
OFS, enable other large shareholders to use the OFS mechanism and expand the universe
of companies to use this framework.
3. Accordingly, the OFS framework shall be modified as under.
3.1. The OFS mechanism shall be available to top 200 companies by market capitalization
in any of the last four completed quarters.
3.2. Any non-promoter shareholder of eligible companies holding at least 10% of share
capital may also offer shares through the OFS mechanism.
3.3. In case a non-promoter shareholder offers shares through the OFS mechanism,
promoters/ promoter group entities of such companies may participate in the OFS to
purchase shares subject to compliance with applicable provisions of SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2009 and SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011.

3.4. Minimum 10% of the offer size shall be reserved for retail investors. For this purpose,
retail investor shall mean an individual investor who places bids for shares of total value of
not more than Rs.2 lakhs aggregated across the exchanges. If the cumulative bid value
across exchanges exceeds Rs.2 lakhs in the retail category, such bids shall be rejected.

Securities and Exchange Board of
India Page 2 of 3

3.5. Individual retail investors shall have the option to bid in the retail category and the
general category. However, if the cumulative bid value of such investors exceeds Rs.2
lakhs, the bids in the retail category shall become ineligible.
3.6. The cut off price i.e. the lowest price at which the entire offer gets sold, shall be
determined based on all valid bids. The cut off price shall be determined separately for bids
received in the retail category and for bids received in the non-retail category.
3.7. Upon determining the cut-off price, the offer size reserved for retail investors shall be
allocated to eligible bids of retail investors. Any unutilized portion shall be offered to nonretail category of investors. In case of excess demand in retail category at the cut-off price,
allocation shall be on proportionate basis.
3.8. Indicative price for retail and non-retail portion shall be displayed separately.
3.9. Seller shall announce intention of sale of shares latest by 5 pm on T-2 day (T day being
the day of the OFS) to the stock exchange. Stock exchanges shall inform the market
immediately upon receipt of notice.
3.10. In case of disclosure of the floor price, seller shall disclose the floor price latest by 5
pm on T-1 day to the stock exchange. Stock exchanges shall ensure that the same is
informed to the market immediately.
3.11. Seller may offer discount to retail investors. The details of discount and percentage of
reservation for retail investors shall be disclosed upfront in the notice of OFS to the
exchange.
3.12. Discount to retail investors may be offered as follows:
Multiple Clearing price OFS3.12.1. Retail investors may be allocated shares at a discount to the cut-off price
determined in the retail category, irrespective of the bid price entered by them. Or
3.12.2. Retail investors may be allocated shares at a discount to the bid price entered by
them.

Securities and Exchange Board of
India Page 3 of 3

Single clearing price OFS3.12.3. Retail investors shall be allocated shares at a discount to cut off price determined in
the retail category.
3.13. In case of both of the above methodologies, the discounted price which shall be the
final allocation price to the retail investors may be below the floor price.
4. Para 1, 2, 5 and para 7 of OFS circular dated July 18, 2012 stand accordingly modified.
All other conditions for sale of shares through OFS framework contained in the circulars
CIR/MRD/DP/18/2012 dated July 18, 2012, CIR/MRD/DP/04/2013 dated January 25, 2013
and CIR/MRD/DP/17/2013 dated May 30, 2013 remain unchanged.
5. Stock Exchanges are advised to:
5.1. take necessary steps and put in place necessary systems for implementation of above
within three weeks from the date of this circular.
5.2. take steps to implement para 3.9 and 3.10 above with immediate effect.
5.3. make necessary amendments to the relevant bye-laws, rules and regulations for the
implementation of the above decision.
5.4. bring the provisions of this circular to the notice of the member brokers of the stock
exchange to also to disseminate the same on their website.
6. This circular is being issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market.
Yours faithfully, Maninder Cheema Deputy General Manager Email:
maninderc@sebi.gov.in

Securities and Exchange Board of
India
CIRCULAR
CIR/MRD/DP/ 17 /2013 May 30, 2013
To,
BSE Ltd.
National Stock Exchange of India Ltd.
MCX Stock Exchange Ltd.

Dear Sir / Madam,

Sub: Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters
through the Stock Exchange Mechanism.
1. This is with reference to the comprehensive guidelines on sale of shares through OFS
mechanism issued vide circular no CIR/MRD/DP/18/2012 dated July 18, 2012 and
amended vide circular CIR/MRD/DP/04/2012 dated January 25, 2013.
2. The aforesaid circular is amended as under:
2.1. Para 5 (b) shall be replaced by the following:
"Seller(s) shall announce the intention of sale of shares at least on the day prior to the offer
for sale, along with the following information:".
2.2. Para 5 (b) (i) to (viii) shall remain the same.
3. All other conditions for sale of shares through OFS framework shall be as per SEBI
Circular CIR/MRD/DP/18/2012 dated July 18, 2012 and circular CIR/MRD/DP/04/2012
dated January 25, 2013.
4. Stock Exchanges are directed to bring the provisions of this circular to the notice of the
stock brokers and also disseminate the same on their website.
5. This circular is being issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market.
Yours faithfully,
Maninder Cheema
Deputy General Manager
email: maninderc@sebi.gov.in

Securities and Exchange Board of India
CIRCULAR
CIR/MRD/DP/ 18 /2012 July 18, 2012
The Managing Director and CEO The Managing Director
Bombay Stock Exchange Limited National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex,
Dalal Street, Bandra (E),
Mumbai - 400001 Mumbai - 400 051
Dear Sir,
Sub: Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through
the Stock Exchange Mechanism

This has reference to circular no. CIR/MRD/DP/05/2012 dated February 1, 2012,

CIR/MRD/DP/07/2012 dated February 23, 2012 and CIR/MRD/DP/8/2012 dated February 27,
2012 on the captioned subject.
Several representations/suggestions have been received from the market participants on few
provisions of the above circulars. After due examination and deliberation with the market
participants it has been decided to replace the procedures and instructions contained in the
aforementioned circulars by the following:
1. Eligibility
(a) Exchanges
The facility of offer for sale of shares shall be available on Bombay Stock Exchange
(BSE) and National Stock Exchange (NSE).
(b) Sellers
(i) All promoter(s)/ promoter group entities of such companies that are eligible for
trading and are required to increase public shareholding to meet the minimum
public shareholding requirements in terms Rule 19(2)(b) and 19A of Securities
Contracts (Regulation) Rules, 1957 (SCRR), read with clause 40A (ii) (c) of
Listing Agreement.

Securities and Exchange Board of India
(ii) All promoter(s)/ promoter group entities of top 100 companies based on average
market capitalization of the last completed quarter.
For (i) and (ii) above, the promoter/promoter group entities should not have purchased
and/or sold the shares of the company in the 12 weeks period prior to the offer and they
should undertake not to purchase and/or sell shares of the company in the 12 weeks
period after the offer. However, within the cooling off period of +12 weeks, the
promoter(s)/promoter group entities can offer their shares only through OFS/ Institutional
Placement Programme (IPP) with a gap of 2 weeks between successive offers.
The above shall also be applicable on promoter(s) /promoter group entities who have
already offered their shares through OFS/IPP.
(c) Buyers
All investors registered with the brokers of the aforementioned stock exchanges other
than the promoter(s)/ promoter group entities.
2. Definitions
(a) "Single Clearing Price is the price at which the shares are allocated to the successful
bidders in a proportionate basis methodology.
(b) Multiple Clearing Prices are the prices at which the shares are allocated to the
successful bidders in a price priority methodology.
(c) Indicative Price is the volume weighted average price of all the valid/confirmed bids
(d) Floor Price is the minimum price at which the seller intends to sell the shares.
3. Size of Offer for sale of shares
The size of the offer shall be a minimum of ` 25 crores. However, size of offer can be less
than ` 25 crores so as to achieve minimum public shareholding in a single tranche.
4. Advertisement and offer expenses
(a) Advertisements about the offer for sale of shares through stock exchange(s) , if any,
shall be made after the announcement/ notice of the offer for sale of shares to the stock



Securities and Exchange Board of India
exchanges in accordance with para 5 (b) below and its contents shall be restricted to the
contents of the notice as given to the stock exchange under Para 5 (b)
(b) All expenses relating to offer for sale of shares through stock exchange(s) shall be borne
by the seller(s).
5. Operational Requirements
(a) Appointment of Broker
The Seller(s) will appoint broker(s) for this purpose. The Sellers broker(s) may also
undertake transactions on behalf of eligible buyers.
(b) Contents of the announcement/ Notice of the Offer for sale of shares
Seller(s) shall announce the intention of sale of shares at least one clear trading day
prior to the opening of offer, along with the following information:
(i) Name of the seller(s) (promoter/ promoter group) and the name of the company
whose shares are proposed to be sold.
(ii) Name of the Exchange(s) where the orders shall be placed. In case orders are to
be placed on both BSE and NSE, one of them shall be declared as the Designated
Stock Exchange (DSE).
(iii) Date and time of the opening and closing of the offer.
(iv) Allocation methodology i.e. either on a price priority (multiple clearing prices) basis
or on a proportionate basis at a single clearing price.
(v) Number of shares being offered for sale.
(vi) The maximum number of shares that the seller may choose to sell over and above
the offer made at point (v) above. The name of the broker(s) on behalf of the
seller(s).
(vii) The date and time of the declaration of floor price, if the seller(s) chooses to
announce it to the market. Alternatively, a declaration to the effect that the floor
price will be submitted to the DSE in a sealed envelope that shall be disclosed post
closure of the offer.
(viii) Conditions, if any, for withdrawal or cancellation of the offer.

Securities and Exchange Board of India
(c) Floor price
(i) In case the seller chooses to disclose the floor price, the seller(s) shall declare it
after the close of trading hours and before the close of business hours of the
exchanges on T-1 day else the seller(s) shall give the floor price in a sealed
envelope to DSE before the opening of the offer. (T day being the day of the offer
for sale)
(ii) The floor price if not declared to the market, shall not be disclosed to anybody,
including the selling broker(s).
(iii) Sealed envelope shall be opened by the DSE after the closure of the offer for sale
and the floor price suitably disseminated to the market.
(d) Timelines
(i) The duration of the offer for sale shall be as per the trading hours of the secondary
market and shall not exceed one trading day.

(ii) The placing of orders and funds on the exchange system shall take place only
during trading hours.
(iii) In case of institutional trades, the custodians shall conclude the confirmation of
bids with the available funds not later than the end of the half an hour post close
session.
(e) Order Placement
(i) A separate window for the purpose of offer for sale of shares shall be created by
stock exchanges. Modification/ Cancellation of orders/ bids will be allowed during
the duration of the offer only for bids for which 100% upfront margin has been
received. However, modification/ cancellation of orders/ bids shall not be allowed
during the last 60 minutes of the duration of the offer.
(ii) Cumulative orders/ bid quantity information shall be made available online by the
exchanges at specific time intervals. The indicative price shall be disclosed by the
exchanges only during the last 60 minutes of the duration of the offer for sale.
(iii) If the security has a price band in the normal segment, the same shall not apply for
the orders placed in the offer for sale. Stock specific tick size as per the extant
practice in normal trading session shall be made applicable for this window.

Securities and Exchange Board of India
(iv) In case of shares under offer for sale, the trading in the normal market shall also
continue. However, in case of market closure due to the incidence of breach of
Market wide index based circuit filter, the offer for sale shall also be halted.
(v) Only limit orders/ bids shall be permitted.
(vi) Multiple orders from a single buyer shall be permitted.
(vii) In case floor price is disclosed, orders/ bids below floor price shall not be accepted.
6. Risk Management
(a) Clearing Corporation/ Clearing house shall collect 100% of the order value in cash from
non-institutional investors at the order level for every buy order/ bid. Institutional
investors shall have an option to pay either 25% of the order value or 100% of the order
value in cash at the order level for every buy order/ bid to the Clearing Corporation/
Clearing house. Such funds shall neither be utilized against any other obligation of the
trading member nor co-mingled with other segments.
(b) Modification/ Cancellation of orders/ bids will be allowed only for bids for which 100%
upfront margin has been received. In case of order/bid modification/cancellation, such
funds shall be released/collected on a real time basis by the stock exchange.
(c) The seller(s) shall deposit the entire quantity of shares offered for sale including the
additional shares disclosed at Para 5(b)(vi) as pay-in with the clearing
corporation/clearing house of DSE prior to the commencement of the offer. No other
margin shall be charged on the seller(s).
7. Allocation
(a) Minimum of 25% of the shares offered shall be reserved for mutual funds and insurance
companies, subject to allocation methodology. Any unsubscribed portion thereof shall be
available to the other bidders.
(b) The orders shall be cumulated by the DSE immediately on close of the offer. Based on
the methodology for allocation to be followed as disclosed in the notice, the DSE shall
draw up the allocation. i.e. either on a price priority (multiple prices) basis or on a
proportionate basis at a single clearing price.
(c) No allocation will be made in case of order/ bid is below floor price.

(d) No single bidder other than mutual funds and insurance companies shall be allocated
more than 25% of the size of offer for sale.

Securities and Exchange Board of India
(e) The allocation details shall be shared by the DSE with the other exchange after the
allocation is crystallized.
8. (i) Settlement
a. The allocation and the obligations resulting thereof shall be intimated to the brokers on T
day.
b. The settlement shall take place similar to trade for trade basis and shall be completed on
T + 1 day. There shall be no netting of settlement at brokers end.
c. Funds collected from the bidders who have not been allocated shares shall be released
after the download of the obligation.
d. On T+1 day, to the extent of obligation determined, the clearing Corporation/ Clearing
house of DSE shall transfer such number of shares to the clearing corporation/clearing
house of the other stock exchange, without consideration of money. Excess shares, if
any, shall be returned to seller broker(s).The direct credit of shares shall be given to the
demat account of the successful bidder provided such manner of credit is indicated by
the broker/bidder.
(ii) Handling of default in pay-in
a. In the event of default in pay-in an amount of 10% of the bid value shall be forfeited as a
penalty and shall be credited to Investor Protection Fund. The balance amount shall be
returned to the bidder.
b. The price at which allotments have been made based on the allocation on T day shall
not be revised as a result of any default in pay-in.
c. Issuer shall have the option to cancel in full or conclude the offer.
d. Allotment details after settlement shall also be disseminated by the exchange.
e. Allocation details after settlement shall be consolidated by the DSE and excess shares,
if any, shall be returned by the respective Clearing Corporation/ Clearing house to the
seller(s) broker(s).
f. Settlement Guarantee Fund shall not be available for OFS through stock exchange
mechanism.
9. Issuance of Contract Notes
The brokers shall be required to issue contracts note to its clients based on the allotment
price and quantity in terms of conditions specified by the exchange.

Securities and Exchange Board of India
10. Withdrawal of offer
The offer for sale may be withdrawn prior to its proposed opening. In such a case there will
be a cooling off period of 10 trading days from the date of withdrawal before an offer is
made once again. The stock exchange(s) shall suitably disseminate details of such
withdrawal.
11. Cancellation of offer
Cancellation of offer shall not be permitted during the bidding period. If the seller(s) fails to
get sufficient demand at or above the floor price, he may choose to either conclude the offer

or cancel it in full. The seller may also choose to conclude the offer or cancel it in full, in
case of defaults in settlement obligation.
12. This circular shall supersede the circulars no. CIR/MRD/DP/05/2012 dated February 1,
2012, CIR/MRD/DP/07/2012 dated February 23, 2012 and CIR/MRD/DP/8/2012 dated
February 27, 2012.
13. Stock Exchanges are advised to:
.
a. take necessary steps and put in place necessary systems for implementation of the
above.
b. make necessary amendments to the relevant bye-laws, rules and regulations for the
implementation of the above decision.
c. bring the provisions of this circular to the notice of the member brokers of the stock
exchange and also to disseminate the same on the website.

14. This circular is being issued in exercise of powers conferred under Section 11 (1) of
the Securities and Exchange Board of India Act, 1992 to protect the interests of
investors in securities and to promote the development of, and to regulate the
securities market.
Yours faithfully,
Harini Balaji
Deputy General Manager
022-26449372
harinib@sebi.gov.in

Securities and Exchange Board of India

CIRCULAR
CIR/MRD/DP/ 05/2012 February 1, 2012
The Managing Director and CEO The Managing Director
Bombay Stock Exchange Limited National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers Exchange Plaza, Bpandra Kurla Complex
Dalal Street Bandra (E)
Mumbai - 400001 Mumbai - 400 051
Dear Sir,
Sub: Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism
In order to facilitate promoters to dilute/offload their holding in listed companies in a transparent
manner with wider participation, it has been decided to allow the offer for sale of shares by
promoters of such companies through a separate window provided by the stock exchange(s).
The guidelines for the same are as under:
1. Eligibility
(a) Exchanges
To begin with, the facility of offer for sale of shares shall be available on Bombay Stock
Exchange (BSE) and National Stock Exchange (NSE).
(b) Sellers

(i) All promoter(s)/ promoter group entities of such companies that are eligible for trading and
are required to increase public shareholding to meet the minimum public shareholding
requirements in terms Rule 19(2)(b) and 19A of Securities Contracts (Regulation) Rules, 1957
(SCRR), read with clause 40A (ii) (c) of Listing Agreement.
(ii) All promoter(s)/ promoter group entities of top 100 companies based on average market
capitalization of the last completed quarter.
For (i) and (ii) above, the promoter/promoter group entities should not have purchased and/or
sold the shares of the company in the 12 weeks period prior to the offer and they Securities

and Exchange Board of India

should undertake not to purchase and/or sell shares of the company in the 12 weeks period
after the offer.
(c) Buyers
All investors registered with the brokers of the aforementioned stock exchanges other than the
promoter(s)/ promoter group entities.
2. Definitions
(a) "Single Clearing Price is the price at which the shares are allocated to the successful
bidders in a proportionate basis methodology.
(b) Multiple Clearing Prices are the prices at which the shares are allocated to the successful
bidders in a price priority methodology.
(c) Indicative Price is the price at which the quantity offered is exhausted.
(d) Floor Price is the minimum price at which the seller intends to sell the shares.
3. Size of Offer for sale of shares
The size of the offer shall be atleast 1% of the paid-up capital of the company, subject to a
minimum of Rs 25 crores. However, in respect of companies, where 1% of the paid-up capital at
closing price on the specified date is less than Rs 25 crores, dilution would be atleast 10% of the
paid-up capital or such lesser percentage so as to achieve minimum public shareholding in a
single tranche.
Note: Specified date shall be the last trading day of the last completed quarter
4. Advertisement and offer expenses
(a) Advertisements about the offer for sale of shares through stock exchange(s) shall be made
after the announcement/ notice of the offer for sale of shares has been made to the stock
exchanges in accordance with para 5 (b) below;
(b) All expenses relating to offer for sale of shares through stock exchange(s) shall be borne by
the seller(s).

Securities and Exchange Board of India

5. Operational Requirements
(a) Appointment of Broker
The Seller(s) would have to appoint Sellers broker(s) for this purpose. The Sellers broker(s)
may also undertake transactions on behalf of eligible buyers.
(b) Announcement/ Notice of the Offer for sale of shares
Seller(s) shall announce the intention of sale of shares at least one clear trading day prior to the
opening of offer, along with the following information:
(i) Name of the seller(s) (promoter/ promoter group) and the name of the company whose
shares are proposed to be sold.
(ii) Name of the Exchange(s) where the orders shall be placed. In case orders are to be placed
on both BSE and NSE, one of them shall be declared as the Designated Stock Exchange
(DSE).
(iii) Date and time of the opening and closing of the offer.
(iv) Allocation methodology i.e. either on a price priority (multiple clearing prices) basis or on a
proportionate basis at a single clearing price.
(v) Number of shares being offered for sale.
(vi) The name of the broker(s) on behalf of the seller(s).
(vii) Floor price, if the seller(s) chooses to announce it to the market or a declaration to the effect
that the floor price will be submitted to the stock exchange(s) in a sealed envelope which shall
be declared post closure of the offer.
(viii) Conditions, if any, for withdrawal or cancellation of the offer.
(c) Floor price
(i) Seller(s) may declare a floor price in the announcement/ notice
(ii) In case the seller(s) chooses not to publicly disclose the floor price, the seller(s) shall give
the floor price in a sealed envelope to DSE before the opening of the offer.
(iii) The floor price if not declared to the market, shall not be disclosed to anybody, including the
selling broker(s).

Securities and Exchange Board of India

(iv) Sealed envelope shall be opened by the DSE after the closure of the offer for sale and the
floor price suitably disseminated to the market.
(d) Timelines
(i) The duration of the offer for sale shall not exceed one trading day.
(ii) The placing of orders by trading members shall take place during trading hours.
(e) Order Placement
(i) A separate window for the purpose of offer for sale of shares shall be created by stock
exchanges. Modification/ Cancellation of orders/ bids will be allowed during the period of the
offer. However, modification/ cancellation of orders/ bids shall not be allowed during the last 30
minutes of the duration of the offer..
(ii) Indicative Price and Cumulative orders/ bid quantity information shall be made available
online by the exchanges at specific time intervals.
(iii) No price bands shall be applicable for the orders/ bids placed in the offer for sale. Stock
specific tick size as per the extant practice in normal trading session shall be made applicable
for this window.
(iv) In case of shares under offer for sale, the trading in the normal market shall also continue.
However, in case of market closure due to the incidence of breach of Market wide index based
circuit filter, the offer for sale shall be halted.
(v) Only limit orders/ bids shall be permitted.
(vi) Multiple orders from a single buyer shall be permitted.
(vii) In case floor price is disclosed, orders/ bids below floor price shall not be accepted.
6. Risk Management
(a) Stock Exchange shall collect 100% of the order value in cash, at the order level for every
buy order/ bid. Such funds shall neither be utilized against any other obligation of the trading
member nor co-mingled with other segments. Such upfront collection shall also be applicable for
all institutional orders.
(b) In case of order/bid modification/cancellation, such funds shall be released/collected on a
real time basis by the stock exchange.

Securities and Exchange Board of India

(c) The seller(s) shall deposit the entire quantity of shares offered for sale as payin with the
clearing corporation/clearing house or DSE prior to the commencement of the offer. No other
margin shall be charged on the seller(s).
7. Allocation
(a) Minimum of 25% of the shares offered shall be reserved for mutual funds and insurance
companies, subject to allocation methodology. Any unsubscribed portion thereof shall be
available to the other bidders.
(b) The orders shall be cumulated by the DSE immediately on close of the offer. Based on the
methodology for allocation to be followed as disclosed in the notice, the DSE shall draw up the
allocation. i.e. either on a price priority (multiple prices) basis or on a proportionate basis at a
single clearing price.
(c) No allocation will be made incase of order/ bid is below floor price.
(d) No single bidder other than mutual funds and insurance companies shall be allocated more
than 25% of the size of offer for sale.
8. Settlement
(a) The settlement shall take place similar to trade for trade basis.and shall be completed latest
by T + 2 day (where T is the date of the closure of the offer). The allocation and the obligations
resulting thereof shall be intimated to the brokers not later than T+1 day.
(b) There shall be no netting of settlement at brokers end.
(c) The clearing house of DSE shall transfer the shares received as payin to the clearing
corporation/clearing house of the other stock exchange, to the extent of their obligations.
(d) Funds collected from the bidders who have not been allocated shares shall be released after
the download of the obligation.
(e) The direct credit of shares shall be given to the demat account of the successful bidder
provided it is indicated by the broker/bidder.
9. Issuance of Contract Notes
The brokers shall be required to issue contract note to the client based on the allotment price
and quantity in terms of conditions specified by the exchange.
10. Withdrawal of offer

Securities and Exchange Board of India

The offer for sale may be withdrawn prior to its proposed opening. In such a case there will be a
cooling off period of 10 trading days from the date of withdrawal before an offer is made once
again. The stock exchange(s) shall suitably disseminate details of such withdrawal.
11. Cancellation of offer
Cancellation of offer shall not be permitted during the bidding period. If the seller(s) fails to get
sufficient demand at or above the floor price, he may choose to either conclude the offer or
cancel it in full.
12. Stock Exchanges are advised to:

.
a. take necessary steps and put in place necessary systems for implementation of the
above.
b. make necessary amendments to the relevant bye-laws, rules and regulations for the
implementation of the above decision.
c. bring the provisions of this circular to the notice of the member brokers
of the stock exchange and also to disseminate the same on the website.
d. communicate to SEBI, the status of implementation of the provisions of this circular in the
Monthly Development Report.
13. This circular is being issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market.
Yours faithfully,
Harini Balaji
Deputy General Manager
022-26449372
harinib@sebi.gov.in

Placement Programme

About

Institutional

Placement

Programme

(IPP)

The Securities & Exchange Board Of India (SEBI) has notified the amendment of ICDR (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) Chapter VIII A regarding Institutional Placement Programme (IPP). The details of
the
Institutional
Placement
Programme
(IPP)
are
as
listed
below
Applicability:
The provisions of this Chapter shall apply to issuance of fresh shares and or offer for sale of shares in a listed issuer
for the purpose of achieving minimum public shareholding in terms of Rule 19(2)(b) and 19A of the Securities
Contracts
(Regulation)
Rules,
1957.
Definitions:

"eligible securities" shall mean equity shares of same class listed and traded in the stock exchange(s);

"eligible seller" include listed issuer, promoter/promoter group of listed issuer;

"institutional placement programme" means a further public offer of eligible securities by an eligible seller, in
which the offer, allocation and allotment of such securities is made only to qualified institutional buyers in
terms of this Chapter.

Conditions for institutional placement programme.

An institutional placement programme may be made only after a special resolution approving the institutional
placement programme has been passed by the shareholders of the issuer in terms of section 81(1A) of the
Companies Act, 1956.

No partly paid-up securities shall be offered.

The issuer shall obtain an in-principle approval from the stock exchange(s).

Appointment

of

merchant

banker.

An institutional placement programme shall be managed by merchant banker(s) registered with the Board who shall
exercise
due
diligence.
Offer Document

The institutional placement programme shall be made on the basis of the offer document which shall contain
all material information, including those specified in Schedule XVIII.

The issuer shall, simultaneously while registering the offer document with the Registrar of Companies, file a
copy thereof with the Board and with the stock exchange(s) through the lead merchant banker.

The issuer shall file the soft copy of the offer document with the Board as specified in Schedule V, along
with the fee as specified in Schedule IV.

The offer document shall also be placed on the website of the concerned stock exchange and of the issuer
clearly stating that it is in connection with institutional placement programme and that the offer is being made
only to the qualified institutional buyers.

The merchant banker shall submit to the Board a due diligence certificate as per Form A of Schedule VI,
stating that the eligible securities are being issued under institutional placement programme and that the
issuer complies with requirements of this Chapter.

Pricing and allocation/allotment:

The eligible seller shall announce a floor price or price band at least one day prior to the opening of
institutional placement programme.

The eligible seller shall have the option to make allocation/allotment as per any of the following methods

proportionate basis;

price priority basis; or

criteria as mentioned in the offer document.

The method chosen shall be disclosed in the offer document.

Allocation/allotment shall be overseen by stock exchange before final allotment.

Restrictions:

The promoter or promoter group who are offering their eligible securities should not have purchased and/ or
sold the eligible securities of the company in the twelve weeks period prior to the offer and they should
undertake not to purchase and / or sell eligible securities of the company in the twelve weeks period after
the offer.

Allocation/allotment under the institutional placement programme shall be made subject to the following
conditions:

Minimum of twenty five per cent. of eligible securities shall be allotted to mutual funds and
insurance companies: Provided that if the mutual funds and insurance companies do not subscribe
to said minimum percentage or any part thereof, such minimum portion or part thereof may be
allotted to other qualified institutional buyers;

No allocation/allotment shall be made, either directly or indirectly, to any qualified institutional buyer
who is a promoter or any person related to promoters of the issuer:

Provided that a qualified institutional buyer who does not hold any shares in the issuer and who has
acquired the rights in the capacity of a lender shall not be deemed to be a person related to promoters.

The issuer shall accept bids using ASBA facility only.

The bids made by the applicants in institutional placement programme shall not be revised downwards or
withdrawn.

Minimum number of allottees:

The minimum number of allottees for each offer of eligible securities made under institutional placement
programme shall not be less than ten:

Provided that no single allottee shall be allotted more than twenty five per cent of the offer size.

The qualified institutional buyers belonging to the same group or who are under same control shall be
deemed to be a single allottee.

Restrictions on size of the offer

The aggregate of all the tranches of institutional placement programme made by the eligible seller shall not
result in increase in public shareholding by more than ten per cent. or such lesser per cent. as is required to
reach minimum public shareholding.

Where the issue has been oversubscribed, an allotment of not more than ten per cent. of the offer size shall
be made by the eligible seller.

Period of Subscription and display of demand

The issue shall be kept open for a minimum of one day or maximum of two days.

The aggregate demand schedule shall be displayed by stock exchange(s) without disclosing the price.

Withdrawal

of

offer

The eligible seller shall have the right to withdraw the offer in case it is not fully subscribed.
Transferability

of

eligible

securities

The eligible securities allotted under institutional placement programme shall not be sold by the allottee for a period of
one year from the date of allocation/allotment, except on a recognised stock exchange.
SEBI Circulars
Amendment - SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2012

Date of circular

Download

30th January, 2012

Exchange Circulars
Mock Trading Session for Institutional Placement Programme (IPP)

Date of circular
16th March, 2012

Site optimized for IE8 & above, resolution 1024 X 768 & above. | Disclaimer | Sitemap

About Reverse Bookbuilding

Securities and Exchange Board of India has issued the SEBI (Delisting of Equity Shares) Regulations 2009 for
voluntary delisting of equity shares from stock exchanges which provide the overall framework for voluntary delisting
by a promoter or acquirer through a process referred to as Reverse Book Building.

The promoter or acquirer shall appoint a Merchant Banker and also a trading member for placing bids on the online
electronic system. The Merchant Banker and promoter shall make a public announcement and also dispatch a letter
of offer to the public shareholders along with a bidding form. Shareholders may approach the trading member for
placing offers on the on-line electronic system with the bidding form. The shareholders desirous of availing the exit
opportunities are required to tender their shares to the trading members prior to placement of orders. Alternately, they
may
mark
a
pledge
for
the
shares.
The final offer price shall be determined as the price at which the maximum number of shares has been offered. The
promoter shall have the choice to accept / not accept the price. If the price is accepted, the promoter shall be required
to accept all valid offers upto and including the final price. However, if the quantity eligible for acquiring securities at
the final price offered does not result in promoter holding crossing the limits specified in the Regulations, the offer
shall
be
deemed
to
have
failed
and
the
company
shall
remain
listed.
At the end of the offer, the merchant banker to the book building exercise shall announce the final price and the
acceptance (or not) of the price by the promoter. Any remaining public shareholders may tender shares to the
promoter at the same final price upto a period of one year from the date of delisting.
Special provisions have been provided in case of voluntary delisting of small companies. Equity shares of such
companies may be delisted without following the Re