SEBI modifies provisions pertaining to Electronic Book Provider platform

S. No.

Issues of securities to be made from EBP platform

Revised (Circular dt 10-10-2022)

Earlier (Circular dt 10-08-2021)

1

Green shoe option

Rs. 50 crore or more

Rs. 100 crore or more

2

Shelf issue

Cumulatively amounts Rs. 50 crore or more

Cumulatively amounts to Rs. 100 crore or more

3

Subsequent issue

All previous issues equal or exceed Rs. 50 crore

Aggregate of all previous issues equal or exceed Rs. 100 crore

S. No.

On private placement who may choose to access EBP

Revised (Circular dt 10-10-2022)

Earlier (Circular dt 10-08-2021)

1

Issue size less than

Less than Rs. 50 crore

Less than Rs. 100 crore

S. No.

Compliance

Revised (Circular dt 10-10-2022)

Earlier (Circular dt 10-08-2021)

1

The issuer shall ensure compliance with all requisite laws, rules, regulations, etc. with respect to private placement of securities including ensuring compliance with Section 42 of the Companies Act, 2013

the issuer, shall include the number of non-QIB eligible participants, on whose behalf arranger(s) is making bids in a particular issue, for the purposes of compliance.

an issuer, shall consider the number of eligible participants, on whose behalf arranger is making bid in a particular issue, for the purposes of compliance.

2

Placement Memorandum and the term sheet should disclose:

1. Details of size of the issue and green shoe portion, if any. Provided that the green shoe portion shall not exceed five times the base issue size.

2. INSERTED: Interest rate parameter – Zero coupon, fixed coupon or floating coupon.

Details of size of the issue and green shoe option, if any, and a range within which such green shoe option, may be retained.

S. No.

Bidding on EBP Platform

Revised (Circular dt 10-10-2022)

Earlier (Circular dt 10-08-2021)

1

Eligible participant(s)

1. cannot bid for an amount more than Rs.100 crore or 5% of the base issue size, whichever is lower, through arranger(s) on the EBP platform.

2. INSERTED: Each eligible participant shall provide confirmation to the EBP that it is not using any software, algorithm, Bots or other automation tools, which would give unfair access for placing bids on the EBP platform.

1. bidding for an amount equal to or more than Rs.15 crore or 5% of the base issue size, whichever is lower, shall bid directly i.e. shall enter the bids directly on EBP platform.

2

An arranger

Can bid subject to the limits for each participant, I.e., Rs. 100 crores.

Should not bid on behalf of eligible participants for an amount equal to or more than Rs.15 crore or 5% of the base issue size, whichever is lower.

3

For bids made by an arranger for any particular issue, such arranger will have to disclose

INSERTED:

1. a client bid i.e., entered on behalf of an eligible participant;

2. a consolidated bid i.e., an aggregate bid consisting of proprietary bid and Client bids

S. No.

Bidder can cancel or modify the bids made in an issue

Revised (Circular dt 10-10-2022)

Earlier (Circular dt 10-08-2021)

1

In the last 10 minutes of the bidding period, only revision allowed would be for:

1. downward revision of coupon/ spread or upward modification of price; and/ or

2. upward revision in terms of the bid size

improvement of coupon/ yield and upward revision in terms of the bid size.

2

FORMAT

Table 2: Details of cumulative demand received on EBP platform

1st Column– Coupon/ price/ spread

2nd Column- amount demand at that particular coupon/ price/ spread (in Rs. crore)

3rd Column- Cumulative amount demand (in Rs. crore)

1st Column- Yield (%)

2nd Column- Demand at that particular yield (in Rs. crore)

3rd Column- Cumulative Demand (in Rs. crore)

3

Allotment and settlement amount for the bidders should be based on

INSERTED

Coupon specified by issuer: All bids shall be arranged as per ‘price time priority’.

1. In case of ‘uniform yield allotment’, allotment and settlement value should be based on the cut-off price determined in the bidding process.

2. In case of ‘multiple yield allotment’, allotment and settlement value should be based on the price quoted by each bidder/ allottee in the bidding process.

Coupon discovered during bidding: All bids shall be arranged as per ‘yield time priority’.

1. In case of ‘uniform yield allotment’, allotment and settlement value shall be based on the face value.

2. In case of ‘multiple yield allotment’, allotment and settlement value shall be based on the price adjusted as per the coupon/ spread quoted by each bidder/ allottee in the bidding process.