Issue Terms. 6.1 The Issuer, in consultation with the Lead Manager, shall decide the terms of the Issue, including the timing, pricing, method, structure and size of the Issue, including any changes to such terms. 6.2 In connection with the Issue, the Company will prepare and file the Issue Documents, as applicable, with SEBI and the Stock Exchanges, in accordance with the Applicable Law. The Issuer shall not, without the prior written consent of the Lead Manager, file the Issue Documents with SEBI, the Stock Exchanges or any other authority whatsoever. 6.3 The Issuer shall determine the record date, opening and closing dates of the Issue and other relevant Issue related dates in consultation with the Lead Manager. 6.4 All allocations / Allotments made pursuant to the Issue shall be in accordance with the SEBI ICDR Regulations and shall be undertaken by the Issuer, in consultation with the Registrar. 6.5 The Issuer hereby declares and confirms that the Rights Equity Shares proposed to be issued pursuant to the Issue are and will be free and clear from any liens, charges or any other encumbrances, existing or future. The Issuer further declares and confirms that the Rights Equity Shares shall rank pari-passu with the existing Equity Shares of the Issuer. 6.6 The Issuer undertakes and covenants that it will make applications to the Stock Exchanges for listing of the Rights Equity Shares and shall obtain in-principle approvals from the Stock Exchanges and designate one of the Stock Exchanges as the Designated Stock Exchange. The Issuer undertakes that all the steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares at all the Stock Exchanges. 6.7 The Issuer hereby confirms, represents and declares that as of the date of the Letter of Offer, it has complied with or agrees to comply with all the statutory formalities under the Companies Act, and the rules framed thereunder, the SEBI ICDR Regulations, and applicable instructions, rules, regulations and other relevant statutes to enable the Issuer to undertake the Issue, and the Issuer confirms, represents and declares that it has complied with: (i) all laws applicable to the Issuer and its Affiliates in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (except where a noncompliance would not, either singly or in aggregate, result in a Material Adverse Effect). 6.8 The Issuer has obtained authority for the Issue through a board resolution dated September 4, 2020, and no other consent from the Board is required for the Issue. 6.9 It is clarified that this Agreement is not a commitment, express or implied, on the part of Lead Manager to underwrite or purchase the Rights Equity Shares issued pursuant to the Issue or to commit any capital, nor does it obligate the Lead Manager to enter into an underwriting agreement or similar commitment to finance. The Issue will be conditional, among other things, upon the following: (a) The existence of market conditions before launch of the Issue, which in the sole opinion of the Lead Manager, are satisfactory for launching the Issue and the Company not breaching any representations, warranties, terms and conditions of this Agreement; (b) In the sole opinion of the Lead Manager, the absence of any Material Adverse Effect, in the international or Indian financial markets or, in the condition, business, results, operations or prospects of the Issuer, which are described in the Issue Documents, as the case may be; (c) Receipt of the audit / review reports issued to the Company, and comfort letter in connection with the financial statements / results to be included in the Letter of Offer from the independent statutory auditors, VKS ▇▇▇▇▇ & Co., Chartered Accountants, in a manner satisfactory to the Lead Manager and Issuer; (d) The completion of business, financial and legal due diligence to the satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate with SEBI and as is customary in issuances of the kind contemplated herein; (e) Completion of all applicable regulatory requirements (including receipt of all necessary approvals), and compliance with (i) all Applicable Laws, regulations and guidelines by the Issuer and Subsidiaries in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (including those governing the issue of securities), to the reasonable satisfaction of the Lead Manager; (f) The benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering / issue or hybrid securities of any type, will be undertaken by the Company or its Subsidiaries subsequent to the filing of the Letter of Offer, without prior consultation with and written approval of the Lead Manager, which shall not be unreasonably withheld; (g) Disclosure in the Issue Documents or any other documents to the satisfaction of the Lead Manager and receipt of all certifications, undertakings, customary agreements, including, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, in a form reasonably satisfactory to the Lead Manager; (h) Approval by the Lead Manager of any changes to the terms and conditions of the Issue from those set forth in the Letter of Offer, being determined as satisfactory in the sole opinion of the Lead Manager, subject to approval from relevant regulatory authorities and the Stock Exchanges. Any change in the type, terms and conditions of the Issue will be made only in prior consultation with the Lead Manager; (i) Completion of all documentation for the Issue, including the Issue Documents, and the execution of customary certifications (including from the statutory auditors of the Company and certificates from the practising company secretary), undertakings, customary legal opinions and customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnity and contribution, in form and substance satisfactory to the Lead Manager; (j) Confirmation by the management of the Issuer, prior to the filing of the Letter of Offer with SEBI, and the Stock Exchanges, that (i) it has provided authentic, correct, complete, and valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Letter of Offer, Application Form and the Abridged Letter of Offer and (ii) that the Letter of Offer is complete in all material respects and does not include any untrue statement of a material fact or omit to state any material fact that would intend to mislead any potential investor; (k) Approval of the relevant internal committees of the Lead Manager; and (l) Receipt of final listing and trading approval for the Equity Shares. 6.10 The Issuer declares that, the consent of the Board / duly authorised committee of the Issuer and consent of the relevant bankers, lenders, and institutions and appropriate persons, wherever applicable, have been obtained or will be obtained including in relation to any information disclosed in the Issue Documents, and as on the date of this Agreement, none of these consents have been withdrawn. The Issuer also declares and represents that, wherever required, it has obtained all regulatory approvals that may be required for the Issue. 6.11 The Issuer will keep the Lead Manager formally informed of details of all legal proceedings and shall not resort to any legal proceedings in respect of any matter having a bearing on the Issue, except in prior consultation with the Lead Manager. 6.12 The Issuer shall take all such steps as are necessary, to ensure the completion of Allotment, dispatch of refund intimations to and unblocking of bank accounts of the respective Applicants, as applicable, as per the modes described in the Letter of Offer, in any case, no later than the time limit stipulated under the Applicable Law and, in the event of failure to do so, pay interest to the Applicants as required under Applicable Law or under any direction or order of any Governmental Authority. 6.13 The Issuer shall not access the money raised pursuant to the Issue until the receipt of listing and trading approval from Stock Exchanges and until refunds have been made in accordance with the SEBI ICDR Regulations, the SEBI Listing Regulations and the equity listing agreements as executed with the Stock Exchanges. 6.14 The Parties acknowledge that the Rights Equity Shares have not been and will not be registered under the Securities Act and neither the Issuer nor the Lead Manager will make any offers or sales of the Rights Entitlement, Rights Equity Shares or any other security with respect to the Issue within the United States.
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 6.1 The Issuer, in consultation with the Lead Manager, shall decide the terms of the Issue, being the timing (including the timingopening and closing dates of the Issue), Record Date, pricing, method, Application money, structure and size of the Issue, including any changes to such in the terms.
6.2 In connection with the Issue, the Company will The Issuer shall prepare and file the Issue Documents, as applicable, with SEBI Documents and the Stock Exchanges, in accordance with the Applicable Law. The Issuer shall not, without the prior written consent of the Lead Manager, which shall be provided as promptly as reasonable, file the such Issue Documents with SEBI, the Stock Exchanges or any other authority whatsoeverwhatsoever or make any offer relating to the Rights Equity Shares or otherwise issue or distribute any supplemental Issue materials.
6.3 The Issuer shall determine the record date, opening and closing dates of the Issue and other relevant Issue related dates in consultation with the Lead Manager.
6.4 All allocations / Allotments made pursuant to the Issue shall be in accordance with the SEBI ICDR Regulations Applicable Laws and shall be undertaken by the Issuer, in consultation with the RegistrarStock Exchange, Lead Manager and the registrar to the Issue.
6.5 6.4 The Issuer hereby declares and confirms that the Rights Equity Shares proposed to be issued pursuant to the Issue are and will be free and clear from any liens, charges or any other encumbrances, existing or future. The Issuer further declares and confirms that the Rights Equity Shares to be issued pursuant to the Issue shall rank pari-passu with the existing Equity Shares of the Issuer. In respect of the Rights Equity Shares, Investors are entitled to dividend in proportion to the amount paid up and their voting rights exercisable on a poll shall also be proportional to their respective share of the paid-up equity capital of the Issuer, in compliance with Applicable Law.
6.6 6.5 The Issuer undertakes and covenants that it will make applications to the Stock Exchanges for listing of the Rights Equity Shares and shall obtain has obtained the in-principle approvals approval from the Stock Exchanges and designate one of the Stock Exchanges as the Designated Stock ExchangeExchanges. The Issuer undertakes that all the steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares at all the Stock Exchanges.
6.6 The Issuer undertakes to appoint a monitoring agency to monitor the utilisation of the proceeds from the Issue, in terms of the SEBI ICDR Regulations.
6.7 The Issuer hereby confirms, represents and declares that as of the date of the Draft Letter of Offer, it has complied with or agrees to comply with all the statutory formalities under the Companies Act, and the rules framed thereunder, the SEBI ICDR Regulations, and applicable instructions, rules, regulations and other relevant statutes to enable the Issuer to undertake the Issue, and the . The Issuer confirms, represents and declares that it compliance has complied with: (i) been had with all laws applicable to the Issuer and its Affiliates Subsidiaries in relation to their respective business and operations (operations, except where a any such non-compliance would not, either singly or in aggregate, not result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (except where a noncompliance would not, either singly or in aggregate, result in a Material Adverse Effect).
6.8 The Issuer has obtained authority for the Issue through a board resolution dated September 4August 3, 2020, 2023 and no other consent from the Board is required for the Issue.
6.9 It is clarified that this Agreement is not a commitment, express or implied, on the part of Lead Manager to underwrite or purchase the Rights Equity Shares issued pursuant to the Issue or to commit any capital, nor does it obligate the Lead Manager to enter into an underwriting agreement or similar commitment to finance. .
6.10 The Issue will be conditional, among other things, upon the following:
(a) The Issuer providing their respective authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents, consents and certifications for incorporation in the Issue Documents;
(b) The existence of market conditions before launch of the Issue, which in the sole opinion of the Lead Manager, are satisfactory for launching the Issue and the Company Issuer not breaching any representations, warranties, terms and conditions of this AgreementAgreement and the Engagement Letter;
(bc) In the sole opinion of the Lead Manager, the The absence of any Material Adverse Effect, in the international or Indian financial markets orsole opinion of the Lead Manager;
(d) Finalization of the terms and conditions of the Issue, including without limitation, the aggregate number of Rights Equity Shares, the Issue Price per Rights Equity Share and size of the Issue, to the satisfaction of the Lead Manager.
(e) Receipt of the auditor certifications and Comfort Letter, in connection with the conditionfinancial statements and other financial information to be included in the Draft Letter of Offer and the Letter of Offer from the Issuer’s current statutory auditors, businessM/s. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co LLP, resultsChartered Accountants, operations or prospects in form and substance satisfactory to the Lead Manager, each dated as of the Issuerdate of or closer to the date of
(i) the Draft Letter of Offer, which are described (ii) the Letter of Offer and (iii) the Allotment pursuant to the Issue (in the Issue Documentscase of M/s. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co LLP only), as the case may be; provided that each such Comfort Letter and bring down Comfort Letter delivered shall use a “cut-off date” not earlier than a date three days prior to the date of such letter;
(c) Receipt of the audit / review reports issued to the Company, and comfort letter in connection with the financial statements / results to be included in the Letter of Offer from the independent statutory auditors, VKS ▇▇▇▇▇ & Co., Chartered Accountants, in a manner satisfactory to the Lead Manager and Issuer;
(df) The completion of business, financial and legal due diligence to the satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate with SEBI and as is customary in issuances of the kind contemplated herein;
(eg) Completion of all applicable regulatory requirements (including receipt of all necessary approvalsapprovals authorisations and compliance with the conditions, if any, specified therein, in a timely manner), and compliance with (i) all Applicable Lawslaws and regulations applicable to the Issue, regulations and guidelines by the Issuer and its Subsidiaries in relation to their respective its business and operations (operations, except where a non-compliance as would not, either singly or in aggregate, not result in a Material Adverse Effect)Change, and (ii) all laws and regulations applicable Applicable Laws in relation to the Issue (including those governing the issue of securities, conditions set out in the in-principle approvals received from the Stock Exchanges and the credit and trading of Rights Entitlements), to the reasonable satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate in accordance with the requirements of the SEBI ICDR Regulations with the SEBI and as is customary in issues of the kind contemplated herein;
(h) The completion of the Issue Documents or any other document in connection with the Issue to the satisfaction of the Lead Manager;
(fi) Completion of all formalities including those relating to the Rights Entitlement such application for obtaining separate ISIN, credit of Rights Entitlement into the relevant account prior to Issue Opening Date/ announcement of the Record Date, as applicable
(j) The benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering / offering/issue or hybrid securities of any type, will be undertaken by the Company or its Subsidiaries Issuer subsequent to the filing of the Letter of Offer, without prior consultation with and written approval of the Lead Manager, Manager which shall not be unreasonably withheld;
(gk) Disclosure in the Issue Documents There shall not have occurred any regulatory change, or any development involving a prospective regulatory change or any order or directive from SEBI, Stock Exchanges, RoC or any other documents to Indian governmental or judicial or regulatory authority that, in the satisfaction reasonable judgment of the Lead Manager and receipt of all certifications, undertakings, customary agreements, including, without limitation, provisions such as representations and warranties, conditions as to closing of has a material adverse effect on the Issue, Issue or results in a form reasonably satisfactory to the Lead ManagerMaterial Adverse Change;
(hl) Approval by the Lead Manager of any changes Changes to the terms and conditions of the Issue from those set forth in the Letter of Offer, being determined as satisfactory in the sole opinion of the Lead Manager, subject to approval from relevant regulatory authorities and the Stock Exchanges. Any change in the type, terms and conditions of the Issue will be made only in prior consultation with the Lead ManagerExchange;
(i) Completion of all documentation for the Issue, including the Issue Documents, and the execution of customary certifications (including from the statutory auditors of the Company and certificates from the practising company secretary), undertakings, customary legal opinions and customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnity and contribution, in form and substance satisfactory to the Lead Manager;
(j) Confirmation by the management of the Issuer, prior to the filing of the Letter of Offer with SEBI, and the Stock Exchanges, that (i) it has provided authentic, correct, complete, and valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Letter of Offer, Application Form and the Abridged Letter of Offer and (ii) that the Letter of Offer is complete in all material respects and does not include any untrue statement of a material fact or omit to state any material fact that would intend to mislead any potential investor;
(k) Approval of the relevant internal committees of the Lead Manager; and
(l) Receipt of final listing and trading approval for the Equity Shares.
6.10 The Issuer declares that, the consent of the Board / duly authorised committee of the Issuer and consent of the relevant bankers, lenders, and institutions and appropriate persons, wherever applicable, have been obtained or will be obtained including in relation to any information disclosed in the Issue Documents, and as on the date of this Agreement, none of these consents have been withdrawn. The Issuer also declares and represents that, wherever required, it has obtained all regulatory approvals that may be required for the Issue.
6.11 The Issuer will keep the Lead Manager formally informed of details of all legal proceedings and shall not resort to any legal proceedings in respect of any matter having a bearing on the Issue, except in prior consultation with the Lead Manager.
6.12 The Issuer shall take all such steps as are necessary, to ensure the completion of Allotment, dispatch of refund intimations to and unblocking of bank accounts of the respective Applicants, as applicable, as per the modes described in the Letter of Offer, in any case, no later than the time limit stipulated under the Applicable Law and, in the event of failure to do so, pay interest to the Applicants as required under Applicable Law or under any direction or order of any Governmental Authority.
6.13 The Issuer shall not access the money raised pursuant to the Issue until the receipt of listing and trading approval from Stock Exchanges and until refunds have been made in accordance with the SEBI ICDR Regulations, the SEBI Listing Regulations and the equity listing agreements as executed with the Stock Exchanges.
6.14 The Parties acknowledge that the Rights Equity Shares have not been and will not be registered under the Securities Act and neither the Issuer nor the Lead Manager will make any offers or sales of the Rights Entitlement, Rights Equity Shares or any other security with respect to the Issue within the United States.
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 6.1 5.1 The IssuerCompany, in consultation with the Lead Manager, shall decide the terms of the Issue, Issue including the timing, pricing, method, structure and size of the Issue, record date and Issue period (including the opening and closing dates of the Issue), and shall decide any additional terms including any changes to such terms.
6.2 5.2 In connection with the Issue, the Company will shall prepare and file the Issue Documents, as applicable, with SEBI and the Stock Exchanges, in accordance with the Applicable Law. The Issuer but shall not, without the prior written consent of the Lead Manager, file any of the Issue Documents with SEBI, the Stock Exchanges Exchange or any other authority Governmental Authority whatsoever.
6.3 The Issuer shall determine the record date, opening and closing dates of the Issue and other relevant Issue related dates in consultation with the Lead Manager.
6.4 5.3 All allocations / Allotments made pursuant to the Issue shall be in accordance with the SEBI ICDR Regulations Applicable Laws and shall be undertaken by the IssuerCompany, in consultation with the Designated Stock Exchange, Lead Manager and the Registrar, as applicable.
6.5 5.4 The Issuer Company hereby declares and confirms that the Rights Equity Shares proposed to be issued pursuant to will, as on the Issue are and will date of Allotment, be free and clear from any liens, charges or any other encumbrances, existing or future. .
5.5 The Issuer further declares and confirms that Company undertakes to appoint a monitoring agency to monitor the Rights Equity Shares shall rank pari-passu with the existing Equity Shares utilisation of the Issuerproceeds from the Issue in terms of the SEBI ICDR Regulations.
6.6 5.6 The Issuer Company undertakes and covenants that it will make applications to the Stock Exchanges Exchange for listing of the Rights Equity Shares and shall obtain the in-principle approvals approval from the Stock Exchanges and designate one of the Stock Exchanges as the Designated Stock Exchange. The Issuer Company undertakes that all the steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares at all the Stock ExchangesExchange.
6.7 5.7 The Issuer Company hereby confirms, represents represents, and declares that as of the date of the Letter of Offer, it has complied with or agrees to comply with all the statutory formalities under the Companies Act, and the rules framed thereunder, the SEBI ICDR Regulations, and applicable instructions, rules, rules and regulations and other relevant statutes to enable the Issuer Company to undertake the Issue, and the Issuer . The Company confirms, represents and declares that that, as on the date of the Letter of Offer, it has complied with: (i) is in compliance with all laws applicable to the Issuer and its Affiliates in relation to their respective its business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (except where a noncompliance would not, either singly or in aggregate, result in a Material Adverse Effect)operations.
6.8 The Issuer has obtained authority for the Issue through a board resolution dated September 4, 2020, and no other consent from the Board is required for the Issue.
6.9 5.8 It is clarified that this Agreement is not a commitment, express or implied, on the part of the Lead Manager or its Affiliates to underwrite or purchase the Rights Equity Shares issued pursuant to the Issue or to commit any capital, nor does it obligate the Lead Manager or any of its Affiliates to enter into an underwriting agreement agreement, purchase or subscribe to any securities or otherwise commit any capital or similar commitment to finance. .
5.9 The Issue will be conditional, among other things, upon the following:
(a) The existence of market conditions before launch of the Issue, which in the sole opinion of the Lead Manager, are satisfactory for launching the Issue and the Company not breaching any representations, warranties, terms and conditions of this Agreement;
(b) In the sole opinion of the Lead Manager, the The absence of any Material Adverse Effect, in the international or Indian financial markets or, in the condition, business, results, operations or prospects sole opinion of the Issuer, which are described in the Issue Documents, as the case may beLead Manager;
(c) Receipt of the (a) audit / review reports issued to the Company, report; (b) auditor certifications; (c) and comfort letter in connection with the financial statements / results to be included in the Letter of Offer from issued by the independent statutory auditors, VKS M/s. ▇▇▇▇▇▇▇▇ ▇▇▇▇ & Co., Chartered Accountants, the statutory auditors of the Company, in a manner connection with the Financial Statements to be included in the Letter of Offer, in form and substance satisfactory to the Lead Manager Manager, each dated as of the date of (i) the Letter of Offer and Issuer(ii) the Allotment pursuant to the Issue, as the case may be; provided that, each of these letters shall use a “cut-off” date not earlier than a date two working days prior to the date of the respective letter;
(d) The completion of business, financial and legal due diligence to the satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate with SEBI and as is customary in issuances of the kind contemplated herein;
(e) Completion of all applicable regulatory requirements (including receipt of all necessary approvals), and compliance with (i) all Applicable Laws, regulations and guidelines Laws by the Issuer and Subsidiaries Company in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (including those governing the issue of securities), to the reasonable satisfaction of the Lead ManagerIssue;
(f) The benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering / offering/issue or of hybrid securities of any type, will be undertaken by the Company or its Subsidiaries subsequent to the filing of the Letter of OfferOffer until listing of the Rights Equity Shares allotted in the Issue, without prior consultation with and written approval of the Lead Manager, which shall not be unreasonably withheld;
(g) Disclosure in the Issue Documents or any other documents to the satisfaction of the Lead Manager and completion of all documentation for the Issue, including the Issue Documents, and the execution and receipt of all certifications, undertakings, customary legal opinions and customary agreements, including, without limitation, provisions such as representations and warranties, conditions as to the closing of the Issue, force majeure, indemnity and contribution, in a form reasonably satisfactory to the Lead Manager;
(h) Approval by the Lead Manager of any changes Changes to the terms and conditions of the Issue from those set forth in the Letter of Offer, being determined as satisfactory in the sole opinion of the Lead Manager, subject to approval from relevant regulatory authorities and the Stock Exchanges. Any change in the typeExchange, terms and conditions of the Issue will be made only in prior consultation with the Lead Manager;as applicable; and
(i) Completion of all documentation for the Issue, including the Issue Documents, and the execution of customary certifications (including from the statutory auditors of the Company and certificates from the practising company secretary), undertakings, customary legal opinions and customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnity and contribution, in form and substance satisfactory to the Lead Manager;
(j) Confirmation by the management of the Issuer, prior to the filing of the Letter of Offer with SEBI, and the Stock Exchanges, that (i) it has provided authentic, correct, complete, and valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Letter of Offer, Application Form and the Abridged Letter of Offer and (ii) that the Letter of Offer is complete in all material respects and does not include any untrue statement of a material fact or omit to state any material fact that would intend to mislead any potential investor;
(k) Approval of the relevant internal committees committee of the Lead Manager; and
(l) Receipt of final listing and trading approval for the Equity Shares, as applicable.
6.10 5.10 The Issuer Company declares that, that the consent of the Board / duly authorised committee of Directors/ Committee of the Issuer and consent Company, consent, approval or authorisation of the relevant bankers, lenders, and institutions and appropriate persons, wherever applicable, have been obtained or will be obtained including in relation to any information disclosed in the Issue Documents, and as on the date of this Agreement, or in connection with the execution, delivery or performance by the Company of this Agreement, the Letter of Offer and all documents related thereto, and none of these consents consents, approvals or authorisations have been withdrawn. The Issuer Company also declares and represents that, that wherever required, it has obtained all regulatory approvals that may be required for the Issue.
6.11 5.11 The Issuer will keep the Lead Manager formally informed of details of all legal proceedings and shall not resort to any legal proceedings in respect of any matter having a bearing on the Issue, except in prior consultation with the Lead Manager.
6.12 The Issuer Company shall take all such steps as are necessary, necessary to ensure the completion of Allotment, dispatch Allotment and mailing of refund intimations to and the letters intimating unblocking of bank accounts account of the respective Applicants, as applicable, as per the modes described in the Letter of Offer, in any case, no later than Applicants within the time limit stipulated under the Applicable Law Laws with respect to the Issue and, in the event of failure to do so, pay interest to the Applicants applicants as required provided under Applicable Law or under any direction or order of any Governmental Authority.
6.13 5.12 Until the Closing Date, the Company will keep the Lead Manager formally informed of details of all legal proceedings in respect of any matter having a bearing on Issue and/or the ability of the Company to undertake the Issue and shall not resort to any legal proceedings, except in consultation with the Lead Manager, other than any legal proceeding initiated against the Lead Manager under this Agreement.
5.13 The Issuer Company shall not access the money raised pursuant to the Issue until the receipt of listing and trading approval from Stock Exchanges and in respect to the Issue has been received and/or until the refunds have been made in accordance with the SEBI ICDR Regulations, the SEBI Listing Regulations and the equity listing agreements as executed with the Stock ExchangesApplicable Laws.
6.14 5.14 The Parties acknowledge that the Rights Equity Shares have not been and will not be registered under the Securities Act and neither the Issuer nor the Lead Manager will not make any offers or sales sale of the Rights Entitlement, Entitlement or Rights Equity Shares or any other security with respect to in the Issue within the United StatesIssue.
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 6.1 The Issuer, in consultation with the Lead Manager, shall decide the terms of the Issue, including Issue being the timing, pricing, method, structure and size of the Issue, including any changes to such terms.
6.2 In connection with the Issue, the Company will prepare and file the Issue Documents, as applicable, with SEBI and the Stock Exchanges, in accordance with the Applicable Law. The Issuer shall not, without the prior written consent of the Lead Manager, file the Issue Documents with SEBI, the Stock Exchanges or any other authority whatsoever.
6.3 The Issuer shall determine the record date, opening and closing dates of the Issue and other relevant Issue related dates the last date for accepting split application forms in consultation with the Lead Manager.
6.4 All allocations / Allotments made pursuant to the Issue shall be in accordance with the SEBI ICDR Regulations and shall be undertaken by the Issuer, in consultation with the Registrar.
6.5 The Issuer hereby declares and confirms that the Rights Equity Shares proposed to be issued pursuant to the Issue are and will be free and clear from any liens, charges or any other encumbrances, existing or future. The Issuer Issue further declares and confirms that the Rights Equity Shares shall rank pari-passu with the existing Equity Shares of the Issuer.
6.6 The Issuer undertakes and covenants that it will make applications to the Stock Exchanges for listing of the Rights Equity Shares and shall obtain in-principle approvals from the Stock Exchanges and designate one of the Stock Exchanges as the Designated Stock Exchange. The Issuer undertakes that all the steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares at all the Stock Exchanges.
6.7 The Issuer undertakes to appoint a monitoring agency to monitor the utilisation of the proceeds from the Issue, if required, in terms of the SEBI Regulations.
6.8 The Issuer hereby confirms, represents and declares that as of the date of the Draft Letter of Offer and Letter of Offer, it has complied with or agrees to comply with all the statutory formalities under the Companies Act, and the rules framed thereunder, the SEBI ICDR Regulations, and applicable instructions, rules, regulations and other relevant statutes to enable the Issuer to undertake the Issue, and the Issuer confirms, represents and declares that it has complied with: with (i) all laws applicable to the Issuer Issuer, Subsidiaries and its Affiliates in relation to their respective business and operations (except where a non-compliance noncompliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (except where a noncompliance would not, either singly or in aggregate, result in a Material Adverse Effect).
6.8 6.9 The Issuer has obtained authority for the Issue through a board resolution dated September 4February 11, 2020, 2020 and no other consent from the Board of Directors of the Issuer is required for the Issue.
6.9 6.10 It is clarified that this Agreement is not a commitment, express or implied, on the part of any of the Lead Manager to underwrite or purchase the Rights Equity Shares issued pursuant to the Issue or to commit any capital, nor does it obligate any of the Lead Manager to enter into an underwriting agreement or similar commitment to finance. The Issue will be conditional, among other things, upon the following:
(a) The existence of market conditions before launch of the Issue, which in the sole opinion of the Lead Manager, are satisfactory for launching the Issue and the Company not breaching any representations, warranties, terms and conditions of this AgreementIssue;
(b) In the sole opinion of the Lead Manager, the The absence of any Material Adverse Effect, in the international or Indian financial markets or, in the condition, business, results, operations or prospects of the Issuer, which are described in the Issue Documents, as the case may be;
(c) Receipt of the audit / review reports issued to the Company, and comfort letter (i)comfort letters in connection with the financial statements / results to be included in the Draft Letter of Offer Offer, Letter of Offer, as the case may be, from the independent statutory auditors, VKS ▇▇▇▇▇ S.R. Batliboi & Co.Co LLP, Chartered Accountants, in a manner satisfactory to the Lead Manager and Issuer;
(d) The completion of business, financial and legal due diligence to the satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate with SEBI and as is customary in issuances of the kind contemplated herein;
(e) Completion of all applicable regulatory requirements (including receipt of all necessary approvals), and compliance with (i) all Applicable Laws, regulations and guidelines by the Issuer and Subsidiaries in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to examination report issued by the Issue (including those governing the issue of securities)independent statutory auditors, to the reasonable satisfaction of the Lead Manager;
(f) The benefit of a clear market to the Lead Manager prior to the IssueS.R. Batliboi & Co LLP, and Chartered Accountants in connection therewith, no debt or equity offering / issue or hybrid securities of any type, will with the financial statements to be undertaken by included in the Company or its Subsidiaries subsequent to the filing of the Draft Letter of Offer, without prior consultation with and written approval of the Lead Manager, which shall not be unreasonably withheld;
(g) Disclosure in the Issue Documents or any other documents to the satisfaction of the Lead Manager and receipt of all certifications, undertakings, customary agreements, including, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, in a form reasonably satisfactory to the Lead Manager;
(h) Approval by the Lead Manager of any changes to the terms and conditions of the Issue from those set forth in the Letter of Offer, being determined as satisfactory in the sole opinion of the Lead Managercase may be, subject to approval from relevant regulatory authorities and the Stock Exchanges. Any change in the type, terms and conditions of the Issue will be made only in prior consultation with the Lead Manager;
(i) Completion of all documentation for the Issue, including the Issue Documents, and the execution of customary certifications (including from the statutory auditors of the Company and certificates from the practising company secretary), undertakings, customary legal opinions and customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnity and contribution, in form and substance satisfactory to the Lead Manager;
(j) Confirmation by the management of the Issuer, prior to the filing of the Letter of Offer with SEBI, and the Stock Exchanges, that (i) it has provided authentic, correct, complete, and valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Letter of Offer, Application Form and the Abridged Letter of Offer and (ii) that the Letter of Offer is complete in all material respects and does not include any untrue statement of a material fact or omit to state any material fact that would intend to mislead any potential investor;
(k) Approval of the relevant internal committees of the Lead Manager; and
(l) Receipt of final listing and trading approval for the Equity Shares.
6.10 The Issuer declares that, the consent of the Board / duly authorised committee of the Issuer and consent of the relevant bankers, lenders, and institutions and appropriate persons, wherever applicable, Company. Its financial statements have been obtained or will be obtained including in relation to any information disclosed in the Issue Documents, prepared and as on the date of this Agreement, none of these consents have been withdrawn. The Issuer also declares and represents that, wherever required, it has obtained all regulatory approvals that may be required for the Issue.
6.11 The Issuer will keep the Lead Manager formally informed of details of all legal proceedings and shall not resort to any legal proceedings in respect of any matter having a bearing on the Issue, except in prior consultation with the Lead Manager.
6.12 The Issuer shall take all such steps as are necessary, to ensure the completion of Allotment, dispatch of refund intimations to and unblocking of bank accounts of the respective Applicants, as applicable, as per the modes described in the Letter of Offer, in any case, no later than the time limit stipulated under the Applicable Law and, in the event of failure to do so, pay interest to the Applicants as required under Applicable Law or under any direction or order of any Governmental Authority.
6.13 The Issuer shall not access the money raised pursuant to the Issue until the receipt of listing and trading approval from Stock Exchanges and until refunds have been made restated in accordance with the SEBI requirements of: (1)Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");(2)The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and (3) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), the SEBI Listing Regulations and the equity listing agreements as executed with the Stock Exchanges.
6.14 The Parties acknowledge that the Rights Equity Shares have not been and will not be registered under the Securities Act and neither the Issuer nor the Lead Manager will make any offers or sales of the Rights Entitlement, Rights Equity Shares or any other security with respect amended from time to the Issue within the United States.time
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 6.1 2.1 The IssuerIssue will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Schedule I.
2.2 The Company shall not, without the prior approval of the Managers, file the Draft Red ▇▇▇▇▇▇▇ Prospectus, the Red ▇▇▇▇▇▇▇ Prospectus or the Prospectus with SEBI, any Stock Exchange, the Registrar of Companies or any Governmental Authority whatsoever or make any offer relating to the Equity Shares that would constitute, or otherwise issue or distribute any Supplemental Offer Materials.
2.3 The Company shall in consultation with the Lead Manager, shall Managers decide the terms of the Issue, including the timingPrice Band, pricingthe Bid/Issue Opening Date, method, structure Bid/Issue Closing Date and size of the Issuefinal Issue Price, including any changes revisions necessitated thereto by market conditions from time to time. Any such termsrevisions shall be conveyed in writing by the Company to the Managers.
6.2 In connection with 2.4 The Company shall immediately take all necessary steps (including ensuring that the requisite funds are made available to the Registrar to the Issue, the Company will prepare and file the Issue Documents, as applicable, with SEBI and the Stock Exchanges, in accordance with the Applicable Law. The Issuer shall not, without the prior written consent of the Lead Manager, file the Issue Documents with SEBI, the Stock Exchanges or any other authority whatsoever.
6.3 The Issuer shall determine the record date, opening and closing dates of the Issue and other relevant Issue related dates in consultation with the Lead Manager.
6.4 All allocations / Allotments made pursuant to the Issue shall be in accordance with the SEBI ICDR Regulations and shall be undertaken by the Issuer), in consultation with the Registrar.
6.5 The Issuer hereby declares Managers, to ensure the, completion of Allotment, prompt dispatch of Allotment Advice, including any revisions (if required) and confirms that the Rights Equity Shares proposed to be issued pursuant refund orders (if applicable) to the Bidders, unblocking of ASBA Accounts, and the issuance of instruction through the Sponsor Bank (in case of retail bidders using the UPI Mechanism) as per the modes described in the Issue are and will be free and clear from Documents, in any lienscase, charges or not later than the time limit prescribed under Applicable Law, and, in the event of any other encumbrancesfailure to do so, existing or futureto pay interest to the Bidders as required under Applicable Law. The Issuer further declares and confirms that the Rights Equity Shares shall rank pari-passu with the existing Equity Shares of the Issuer.
6.6 The Issuer Company undertakes and covenants that it will make applications to the Stock Exchanges for listing of the Rights Equity Shares and shall obtain in-principle approvals and final listing and trading approvals from the Stock Exchanges and Exchanges. The Company shall designate one of the Stock Exchanges as the Designated Stock Exchange for the Issue prior to the filing of the RHP with SEBI.
2.5 The Basis of Allotment (except with respect to Anchor Investors) shall be finalized by the Company and the Registrar to the Issue, in consultation with the Managers and the Designated Stock Exchange, in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the Managers, in accordance with Applicable Law.
2.6 The Company shall ensure that all fees and expenses relating to the Issue, including underwriting commissions, roadshow expenses, procurement commissions, if any, and brokerage due to the underwriters and Designated Intermediaries, fees payable to the Designated Intermediaries, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the respective agreements to be entered into with such persons and as set forth in the engagement letter, in accordance with Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Engagement Letters, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. In case of any inconsistency or dispute between the terms of this Agreement and the Engagement Letters, the terms of this Agreement shall prevail, provided, however, the Engagement Letters shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Managers or taxes payable with respect thereto.
2.7 The Company acknowledges and agrees that it shall not access the money raised in the Issue until receipt of final listing and trading approvals from the Stock Exchanges. The Issuer Company agrees that the money raised in the Issue shall be refunded, together with any interest, to the Bidders if required for any reason under Applicable Law, including, without limitation, due to the failure to obtain listing or trading approval or under any direction or order of SEBI or any other Governmental Authority, in the manner to be set out in the escrow agreement to be entered into for this purpose. The Company agrees that it shall pay requisite interest under Applicable Law or direction or order of SEBI, Stock Exchanges, the RoC or any other Governmental Authority in the manner described in the Draft Red ▇▇▇▇▇▇▇ Prospectus and as will be described in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. The Company further undertakes that all it shall ensure that adequate funds required for making refunds shall be made available to the Registrar to the Issue.
2.8 The Company undertakes that it shall, in consultation with the Managers, take such steps will be taken for as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares at all on the Stock ExchangesExchanges within six Working Days of the Bid/Issue Closing Date, or any other time period as may be prescribed under Applicable Law, including the SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, as amended. The Company shall provide all necessary assistance as required by the Stock Exchanges or SEBI in this regard.
6.7 2.9 The Issuer hereby confirms, represents Company agrees and declares undertakes that as refunds to unsuccessful applicants or dispatch of Allotment Advice shall be made in accordance with the methods described in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus.
2.10 The Managers shall have the right but not the obligation to withhold submission of any of the date of the Letter of Offer, it has complied with or agrees Issue Documents to comply with all the statutory formalities under the Companies Act, and the rules framed thereunderSEBI, the SEBI ICDR Regulations, and applicable instructions, rules, regulations and other relevant statutes to enable Registrar of Companies or the Issuer to undertake Stock Exchanges in the Issue, and the Issuer confirms, represents and declares that it has complied with: (i) all laws applicable to the Issuer and its Affiliates in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (except where a noncompliance would not, either singly or in aggregate, result in a Material Adverse Effect).
6.8 The Issuer has obtained authority for the Issue through a board resolution dated September 4, 2020, and no other consent from the Board is required for the Issue.
6.9 It is clarified that this Agreement is not a commitment, express or implied, on the part of Lead Manager to underwrite or purchase the Rights Equity Shares issued pursuant to the Issue or to commit any capital, nor does it obligate the Lead Manager to enter into an underwriting agreement or similar commitment to finance. The Issue will be conditional, among other things, upon the following:event that
(a) The existence of market conditions before launch any of the Issueinformation requested by the Managers is not made available or is made available with unreasonable delay, which in by the sole opinion Company Entities, directors or any of its members of the Lead ManagerPromoter Group immediately on request by the Managers, are satisfactory for launching the Issue and the Company not breaching any representations, warranties, terms and conditions of this Agreement;
or (b) In information provided by the sole opinion Company Entities or any of its members of the Lead Manager, the absence of any Material Adverse Effect, in the international Promoter Group is found to be untrue or Indian financial markets or, in the condition, business, results, operations or prospects of the Issuer, which are described in the Issue Documentsincorrect, as the case may be;.
(c) Receipt of the audit / review reports issued to the Company, 2.11 The Company acknowledges and comfort letter in connection with the financial statements / results to be included in the Letter of Offer from the independent statutory auditors, VKS ▇▇▇▇▇ & Co., Chartered Accountants, in a manner satisfactory to the Lead Manager and Issuer;
(d) The completion of business, financial and legal due diligence to the satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate with SEBI and as is customary in issuances of the kind contemplated herein;
(e) Completion of all applicable regulatory requirements (including receipt of all necessary approvals), and compliance with (i) all Applicable Laws, regulations and guidelines by the Issuer and Subsidiaries in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (including those governing the issue of securities), to the reasonable satisfaction of the Lead Manager;
(f) The benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering / issue or hybrid securities of any type, will be undertaken by the Company or its Subsidiaries subsequent to the filing of the Letter of Offer, without prior consultation with and written approval of the Lead Manager, which shall not be unreasonably withheld;
(g) Disclosure in the Issue Documents or any other documents to the satisfaction of the Lead Manager and receipt of all certifications, undertakings, customary agreements, including, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, in a form reasonably satisfactory to the Lead Manager;
(h) Approval by the Lead Manager of any changes to the terms and conditions of the Issue from those set forth in the Letter of Offer, being determined as satisfactory in the sole opinion of the Lead Manager, subject to approval from relevant regulatory authorities and the Stock Exchanges. Any change in the type, terms and conditions of the Issue will be made only in prior consultation with the Lead Manager;
(i) Completion of all documentation for the Issue, including the Issue Documents, and the execution of customary certifications (including from the statutory auditors of the Company and certificates from the practising company secretary), undertakings, customary legal opinions and customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnity and contribution, in form and substance satisfactory to the Lead Manager;
(j) Confirmation by the management of the Issuer, prior to the filing of the Letter of Offer with SEBI, and the Stock Exchanges, that (i) it has provided authentic, correct, complete, and valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Letter of Offer, Application Form and the Abridged Letter of Offer and (ii) agrees that the Letter of Offer is complete in all material respects and does not include any untrue statement of a material fact or omit to state any material fact that would intend to mislead any potential investor;
(k) Approval of the relevant internal committees of the Lead Manager; and
(l) Receipt of final listing and trading approval for the Equity Shares.
6.10 The Issuer declares that, the consent of the Board / duly authorised committee of the Issuer and consent of the relevant bankers, lenders, and institutions and appropriate persons, wherever applicable, have been obtained or will be obtained including in relation to any information disclosed in the Issue Documents, and as on the date of this Agreement, none of these consents have been withdrawn. The Issuer also declares and represents that, wherever required, it has obtained all regulatory approvals that may be required for the Issue.
6.11 The Issuer will keep the Lead Manager formally informed of details of all legal proceedings and shall not resort to any legal proceedings in respect of any matter having a bearing on the Issue, except in prior consultation with the Lead Manager.
6.12 The Issuer shall take all such steps as are necessary, to ensure the completion of Allotment, dispatch of refund intimations to and unblocking of bank accounts of the respective Applicants, as applicable, as per the modes described in the Letter of Offer, in any case, no later than the time limit stipulated under the Applicable Law and, in the event of failure to do so, pay interest to the Applicants as required under Applicable Law or under any direction or order of any Governmental Authority.
6.13 The Issuer shall not access the money raised pursuant to the Issue until the receipt of listing and trading approval from Stock Exchanges and until refunds have been made in accordance with the SEBI ICDR Regulations, the SEBI Listing Regulations and the equity listing agreements as executed with the Stock Exchanges.
6.14 The Parties acknowledge that the Rights Equity Shares have not been and will not be registered under the U.S. Securities Act and neither the Issuer nor the Lead Manager will make or any offers or sales state securities laws of the Rights Entitlement, Rights Equity Shares United States and unless so registered may not be offered or any other security with respect to the Issue sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws or any state securities laws of the United States.
2.12 The rights and obligations of the Managers under this Agreement are several and not joint. For the avoidance of doubt, none of the Managers are responsible for the actions or omissions of any of the other Managers.
2.13 The Company has appointed and undertakes to have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with Applicable Law, including any directives issued by SEBI from time to time and who shall also attend to matters relating to investor complaints.
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 6.1
5.1 The IssuerBank, in consultation with the Lead Manager, shall decide the terms of the Issue, Issue including the timing, pricing, method, structure and size of the Issue, Record Date and Issue Period, including any changes to such terms.
6.2 5.2 In connection with the Issue, the Company Bank will prepare and file the Issue Documents, as applicable, with SEBI and the Stock Exchanges, in accordance with the Applicable Law. The Issuer Law and shall not, without the prior written consent of the Lead Manager, file the Issue Documents with SEBI, the Stock Exchanges or any other authority whatsoeverGovernmental Authority.
6.3 The Issuer shall determine the record date, opening and closing dates of the Issue and other relevant Issue related dates in consultation with the Lead Manager.
6.4 5.3 All allocations / Allotments made pursuant to the Issue shall be in accordance with the SEBI ICDR Regulations Applicable Laws and shall be undertaken by the IssuerBank, in consultation with the Designated Stock Exchange, Lead Manager and the Registrar, as applicable.
6.5 5.4 The Issuer hereby declares and confirms Bank undertakes that the Rights Equity Shares proposed to be issued pursuant to the Issue are and will be free and clear from any liensit will, charges or any other encumbrances, existing or future. The Issuer further declares and confirms that the Rights Equity Shares shall rank pari-passu with the existing Equity Shares prior written consent of the Issuer.
6.6 The Issuer undertakes and covenants that it will Lead manager, make applications to the Stock Exchanges for listing and trading of the Rights Equity Shares pursuant to the Issue and shall obtain has obtained in-principle approvals from the Stock Exchanges and designate has designated one of the Stock Exchanges as the Designated Stock Exchange. The Issuer Bank undertakes that all the steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares allotted pursuant to the Issue at all the Stock Exchanges.
6.7 5.5 The Issuer Bank hereby declares that the Rights Equity Shares proposed to be issued pursuant to the Issue will be free and clear from any Encumbrances. The Bank declares that the Rights Equity Shares shall rank pari-passu with the existing Equity Shares. In respect of the Rights Equity Shares, Investors are entitled to dividend in proportion to the amount paid up and their voting rights exercisable on a poll shall also be proportional to their respective share of the paid-up equity capital of the Bank, in compliance with Applicable Law.
5.6 The Bank has obtained authority for the Issue through a board resolution dated October 22, 2024 and no other consent from the Board of Directors of the Bank is required for the Issue.
5.7 The Bank agrees that it has already in place investor grievance redressal system to redress all Issue related grievances to the satisfaction of the Lead Manager and in compliance with the SEBI ICDR Regulations.
5.8 The Bank hereby confirms, represents and declares that as of the date of the Letter of Offer, it has complied with or agrees to comply with all the statutory formalities under the Companies Act, the Banking Regulation Act, 1949 and the rules framed thereunder, the SEBI ICDR Regulations, and applicable instructions, rules, regulations and other relevant statutes to enable the Issuer to undertake the Issue, and the Issuer . The Bank confirms, represents and declares that it compliance has complied with: (i) been had with all laws applicable to the Issuer Bank and its Affiliates in relation to their respective business and operations (operations, except where a any such non-compliance would not, either singly or in aggregate, not result in a Material Adverse Effect).
5.9 The Bank shall ensure payment of the procurement commissions, processing fees, if any, fees payable to the SCSBs, sub-brokers or stock brokers or registrar and (ii) all laws and regulations applicable transfer agent or certified depository participants, fees of legal counsel, charges of advertising agency appointed in relation to the Issue, charges of printer in relation to the Issue (except where a noncompliance would not, either singly or and any other mutually agreed fees and commissions in aggregate, result in a Material Adverse Effect).
6.8 The Issuer has obtained authority for relation to the Issue through a board resolution dated September 4, 2020, and no other consent from the Board is required for the Issue.
6.9 It is clarified that this Agreement is not a commitment, express or implied, on the part of Lead Manager to underwrite or purchase the Rights Equity Shares issued pursuant to the Issue agreements entered or to commit any capitalbe entered into by the Bank with such persons and as is set forth in the respective engagement letters, nor does it obligate as applicable. All amounts payable by the Bank to the Lead Manager to enter into an underwriting agreement or similar commitment to finance. shall be payable directly from the Allotment Account, immediately on receipt of the listing and trading approvals from the Stock Exchanges.
5.10 The obligations of the Lead Manager under this Agreement and the Issue will be conditional, among other things, upon the following:
(a) The Bank providing their respective authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents, consents and certifications for incorporation in the Issue Documents;
(b) The existence of satisfactory market conditions (whether in India or outside India) before launch of the Issue, which Issue in the sole opinion of the Lead Manager, are satisfactory for launching the Issue and the Company ;
(c) The Bank not breaching any representations, warranties, terms and conditions of this Agreement;
(bd) In the sole opinion of the Lead Manager, the absence of any Material Adverse Effect, in the international or Indian financial markets or, in the condition, business, results, operations or prospects of the Issuer, which are described in the Issue Documents, as the case may be;
(ce) Receipt of the audit / review reports issued to the Company, and comfort letter report in connection with the financial statements / results to be included in the Letter of Offer Audited Financial Statements, from the independent statutory auditorsM/s. Sagar & Associates, VKS Chartered Accountants and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ & Co.▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Chartered Accountants for the year ended March 31, 2024 (with comparatives as on for the financial year ended March 31, 2023).
(f) Receipt of the review report in connection with the Unaudited Reviewed Financial Statements, from M/s. Sagar & Associates, Chartered Accountants and M/▇. ▇▇▇▇▇▇▇ & ▇▇▇▇, Chartered Accountants for the six months ended September 30, 2024 (with comparatives as of September 30, 2023).
(g) Receipt of the report in connection with the Reformatted Financial Statements, from M/s. Sagar & Associates, Chartered Accountants and M/▇. ▇▇▇▇▇▇▇ & ▇▇▇▇, Chartered Accountants, in a manner satisfactory comprising the reformatted unaudited standalone balance sheet as at September 30, 2024, the reformatted unaudited standalone profit and loss account and the reformatted unaudited cash flow statement for the half year ended September 30, 2024 as at and for the six months ended September 30, 2024 (with comparatives as of September 30, 2023) and the reformatted audited standalone balance sheet as at March 31, 2024, the reformatted audited standalone profit and loss account and also the reformatted audited standalone cash flow statement for the year then ended, and reformatted notes to the Lead Manager standalone financial statements, including a summary of significant accounting policies and Issuer;other explanatory information as at and for the financial year ended March 31, 2024 (with comparatives as on for the financial year ended March 31, 2023).
(dh) The completion of business, financial and legal due diligence to the satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate with SEBI Stock Exchanges and as is customary in issuances of the kind contemplated hereinherein in accordance with the requirements of the SEBI ICDR Regulations;
(ei) Completion of all documentation in connection with the Issue, including the Issue Documents, receipt of requisite backup/ supporting documents, certifications, undertakings, consents, comfort letters, legal opinions and customary agreements including the Issue Agreement, in form and substance satisfactory to the Lead Manager and in accordance with the Applicable Laws, which shall include the following:
(i) On the date of filing of the Letter of Offer and on the date of Allotment of the Equity Shares offered and subscribed in the Issue, a customary opinion of M/▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., legal advisor to the Bank; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Associates, legal advisor to the Lead Manager, as to Indian law each in form and substance satisfactory to the Lead Manager.
(ii) On the date of the filing of the Letter of Offer and on the day of Allotment of Equity Shares pursuant to the Issue, (a) a comfort letter in form and substance satisfactory to the Lead Manager, issued by statutory auditors of the Bank (“Joint Statutory Auditors”), containing statements and information in a format predefined and agreed with Lead Manager with respect to the Reformatted Financial Statements and certain financial information contained in the Letter of Offer and each such letter shall use a “cut–off” date not earlier than a date three days prior to the date of such letter or any other date as may be mutually agreed between Bank and Lead Manager (“Comfort Letters”); (b) other certificates which are required by the Lead Manager for the purposes of due diligence in order to issue a certificate to SEBI. The Bank undertakes to provide the Statutory Auditors with all relevant and necessary information, documents and data as may be required for the purposes of issuing the Comfort Letters and providing the customary negative assurances therein as per the requirements of the Lead Manager.
(iii) On the date of the filing of the Letter of Offer, necessary certification from an independent practicing company secretary appointed by the Bank, confirming that the Issuer is eligible to undertake the Issue under Applicable law, under the fast track route pursuant to Regulation 99 of the SEBI ICDR Regulations, and under Part B of Schedule VI of the SEBI ICDR Regulations, read with the SEBI ICDR Master Circular, and other circulars issued by SEBI from time to time.
(j) Completion of all formalities including those relating to the Rights Entitlement such application for obtaining separate ISIN, credit of Rights Entitlement into the relevant accounts of Eligible Equity Shareholders prior to Issue Opening Date/ announcement of the Record Date, as applicable, etc.
(k) Completion of all applicable regulatory requirements (including receipt of in-principle, final listing and trading approvals from the Stock Exchanges and all other necessary approvals), ) and compliance with (i) all Applicable Laws, regulations and guidelines Laws by the Issuer and Subsidiaries Bank in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (including those governing the issue of securities), to the reasonable satisfaction of the Lead ManagerIssue;
(fl) The benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no issue to the public of debt or equity offering / securities or issue or to the public of hybrid securities of any type, will be undertaken by the Company or Bank and/or its Subsidiaries Affiliates subsequent to the filing of the Letter of OfferOffer until commencement of trading of the Equity Shares proposed to be issued pursuant to the Issue, without prior consultation with the Lead Manager;
(m) Changes to the terms and conditions of the Issue from those set forth in the Letter of Offer being made only after prior consultation with the Lead Manager, subject to approval from relevant regulatory authorities and the Stock Exchanges, as applicable;
(n) Any change in the type, terms and conditions of the Issue will be made only with prior written approval consent of the Lead Manager, which shall not be unreasonably withheld;
(go) There shall not have occurred any regulatory change, or any development involving a prospective regulatory change or any order or directive from SEBI, Stock Exchanges, RoC or any other Indian governmental or judicial or regulatory authority that, in the reasonable judgment of the Lead Manager has a material adverse effect on the Issue or results in a Material Adverse Change;
(p) Disclosure in the Issue Documents or any other documents to the satisfaction of the Lead Manager and completion of all documentation for the Issue, including the Issue Documents, and the execution and receipt of all customary certifications, undertakings, customary legal opinions and customary agreements, including, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnity and contribution, in a form reasonably satisfactory to the Lead Manager;
(h) Approval by the Lead Manager of any changes to the terms and conditions of the Issue from those set forth in the Letter of Offer, being determined as satisfactory in the sole opinion of the Lead Manager, subject to approval from relevant regulatory authorities and the Stock Exchanges. Any change in the type, terms and conditions of the Issue will be made only in prior consultation with the Lead Manager;
(i) Completion of all documentation for the Issue, including the Issue Documents, and the execution of customary certifications (including from the statutory auditors of the Company and certificates from the practising company secretary), undertakings, customary legal opinions and customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnity and contribution, in form and substance satisfactory to the Lead Manager;
(jq) Confirmation by the management of the Issuer, prior to the filing of the Letter of Offer Issue Documents, as applicable, with SEBI, and the Stock Exchanges, that (i) it has provided and shall provide authentic, correct, complete, and valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Letter of Offer, Application Form Form, Rights Entitlement Letter and the Abridged Letter of Offer and (ii) that the Letter of Offer is shall be, complete in all material respects and does not include any untrue statement of a material fact or omit to state any material fact that would intend to mislead any potential investor;
(kr) Completion of all applicable regulatory requirements (including receipt of all necessary approvals authorisations and compliance with the conditions, if any, specified therein, in a timely manner), and compliance with (i) all laws and regulations applicable to the Issue, by the Bank in relation to its business and operations, and (ii) all Applicable Laws in relation to the Issue (including those governing the issue of securities, conditions set out in the in-principle approvals received from the Stock Exchanges and the credit and trading of Rights Entitlements), to the satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate in accordance with the requirements of the SEBI ICDR Regulations with the SEBI and as is customary in issues of the kind contemplated herein; and
(s) Approval of the relevant internal committees of the Lead Manager; and
(l) Receipt of final listing and trading approval for the Equity Shares, as applicable.
6.10 5.11 The Issuer declares that, the consent of the Board / duly authorised of Directors or a committee of the Issuer thereof and consent of the relevant bankers, lenders, and institutions and appropriate personsother authorities or institutions, wherever applicable, have been obtained or will be obtained including in relation to any information disclosed in the Issue Documents, Documents and as on the date of this Agreement, none of these consents have been withdrawn. The Issuer Bank also declares and represents that, wherever required, it has obtained all regulatory approvals that may be required for the Issue.
6.11 5.12 The Issuer Bank shall take such steps as are necessary to ensure the completion of Allotment, dispatch of letter of Allotment and mailing of the letters intimating unblocking of bank account of the respective Applicants and refunds, if any, within the time limit stipulated under the Applicable Laws, guidelines and regulations and, in the event of failure to do so, pay interest to the Applicants as provided under the Companies Act and SEBI ICDR Regulations as applicable.
5.13 The Bank acknowledges and takes cognizance of the deemed agreement of the Bank with the SCSBs for purposes of the ASBA process in the Issue.
5.14 The Bank, in consultation with the Lead Manager, agrees to comply with any restrictions that may be applicable in respect of marketing of the Issue in foreign jurisdictions, if any. The Bank acknowledges and agrees that the Rights Equity Shares shall not be registered under the Securities Act and may not be offered or sold within the United States.
5.15 Until the Closing Date, the Bank will keep the Lead Manager formally informed of details of all legal proceedings having a bearing on the Issue and shall not resort to any legal proceedings in respect of any matter having a bearing on the Issue, except in with prior consultation with the Lead Manager, other than any legal proceeding initiated against the Lead Manager under this Agreement.
6.12 5.16 The Issuer shall take all such steps as are necessary, to ensure the completion of Allotment, dispatch of refund intimations to and unblocking of bank accounts of the respective Applicants, as applicable, as per the modes described in the Letter of Offer, in any case, no later than the time limit stipulated under the Applicable Law and, in the event of failure to do so, pay interest to the Applicants as required under Applicable Law or under any direction or order of any Governmental Authority.
6.13 The Issuer Bank shall not access the money raised pursuant to the Issue until the receipt of listing and trading approval in respect of the Equity Shares being offered in the Issue has been received from the Stock Exchanges and until refunds have been made in accordance with the SEBI ICDR Regulations, the SEBI Listing Regulations and the equity listing agreements as executed with the Stock ExchangesApplicable Laws.
6.14 The Parties acknowledge that the Rights Equity Shares have not been and will not be registered under the Securities Act and neither the Issuer nor the Lead Manager will make any offers or sales of the Rights Entitlement, Rights Equity Shares or any other security with respect to the Issue within the United States.
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 6.1 5.1 The IssuerCompany, in consultation with the Lead Manager, shall decide the terms of the Issue, Issue including the timing, pricing, method, structure and size of the Issue, Record Date and Issue Period, including any changes to such terms.
6.2 5.2 In connection with the Issue, the Company will prepare and file the Issue Documents, as applicable, with SEBI and the Stock Exchanges, in accordance with the Applicable Law. .
5.3 The Issuer Company shall not, without the prior written consent of the Lead Manager, file the Issue Documents with SEBI, the Stock Exchanges or any other authority whatsoeverGovernmental Authority.
6.3 The Issuer shall determine the record date, opening and closing dates of the Issue and other relevant Issue related dates in consultation with the Lead Manager.
6.4 5.4 All allocations / Allotments made pursuant to the Issue shall be in accordance with the SEBI ICDR Regulations Applicable Laws and shall be undertaken by the IssuerCompany, and in case of number of additional Rights Equity Shares applied for by a Bidder exceeds the number available for Allotment, the Allotment would be made as per the Basis of Allotment finalized in consultation with the Designated Stock Exchange, Lead Manager and the Registrar.
6.5 , as applicable. The Issuer hereby declares and confirms that the Rights Equity Shares proposed to be issued pursuant to allotted shall be fully paid up, in accordance with the Issue are and will be free and clear from any liensDocuments, charges or any other encumbrances, existing or future. The Issuer further declares and confirms that the Rights Equity Shares shall rank pari-passu with the existing Equity Shares applicable provisions of the IssuerCompanies Act and the ICDR Regulations.
6.6 5.5 The Issuer Company undertakes and covenants that it will make applications to the Stock Exchanges for listing and trading of the Rights Equity Shares pursuant to the Issue and shall obtain has obtained in-principle approvals from the Stock Exchanges and designate has designated one of the Stock Exchanges as the Designated Stock Exchange. The Issuer Company undertakes that all the steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares allotted pursuant to the Issue at all the Stock Exchanges.
6.7 5.6 The Issuer Company undertakes to appoint ICRA Limited as the monitoring agency to monitor the utilisation of the proceeds from the Issue in terms of the SEBI ICDR Regulations.
5.7 The Company hereby declares that the Rights Equity Shares proposed to be issued pursuant to the Issue will be free and clear from any Encumbrances, and will not be subject to any option, warrant, put, call, pre-emptive right, right of first refusal or other right to acquire or purchase any such Rights Equity Shares; and the existing Equity Shares are not, and at the Allotment Date, will not be, subject to any restrictions on transfer, including any lock-up, standstill or other similar agreements or arrangements. The Company declares that the Rights Equity Shares shall rank pari-passu with the existing Equity Shares.
5.8 The Company has obtained authority for the Issue through a board resolution dated July 13, 2024. The Company hereby confirms, represents and declares that as of the date of the Letter of Offer, it has complied with or agrees to comply with all the statutory formalities under the Companies Act, and the rules framed thereunder, the SEBI ICDR Regulations, and applicable instructions, rules, regulations and other relevant statutes to enable the Issuer to undertake the Issue, and the Issuer Company confirms, represents and declares that it has complied with: (i) with all laws applicable to the Issuer and its Affiliates in relation Applicable Laws with respect to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect)operations, and (ii) all laws and regulations applicable to the Issue (except where a noncompliance would not, either singly or in aggregate, result in a Material Adverse Effect).
6.8 The Issuer has obtained authority for the Issue through a board resolution dated September 4, 2020, and no other consent from the Board is required for the Issue.
6.9 It is clarified that this Agreement is not a commitment, express or implied, on the part of Lead Manager to underwrite or purchase the Rights Equity Shares issued pursuant to the Issue or to commit any capital, nor does it obligate the Lead Manager to enter into an underwriting agreement or similar commitment to finance. The Issue will be conditional, among other things, upon the following:
(a) The existence of market conditions before launch of the Issue, which in the sole opinion of the Lead Manager, are satisfactory for launching the Issue and the Company not breaching any representations, warranties, terms and conditions of this Agreement;
(b) In the sole opinion of the Lead Manager, the absence of any Material Adverse Effect, in the international or Indian financial markets or, in the condition, business, results, operations or prospects of the Issuer, which are described in the Issue Documents, as the case may be;
(c) Receipt of the audit / review reports issued to the Company, and comfort letter in connection with the financial statements / results to be included in the Letter of Offer from the independent statutory auditors, VKS ▇▇▇▇▇ & Co., Chartered Accountants, in a manner satisfactory to the Lead Manager and Issuer;
(d) The completion of business, financial and legal due diligence to the satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate with SEBI and as is customary in issuances of the kind contemplated herein;
(e) Completion of all applicable regulatory requirements (including receipt of all necessary approvals), and compliance with (i) all Applicable Laws, regulations and guidelines by the Issuer and Subsidiaries in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (including those governing the issue of securities), to the reasonable satisfaction of the Lead Manager;
(f) The benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering / issue or hybrid securities of any type, will be undertaken by the Company or its Subsidiaries subsequent to the filing of the Letter of Offer, without prior consultation with and written approval of the Lead Manager, which shall not be unreasonably withheld;
(g) Disclosure in the Issue Documents or any other documents to the satisfaction of the Lead Manager and receipt of all certifications, undertakings, customary agreements, including, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, in a form reasonably satisfactory to the Lead Manager;
(h) Approval by the Lead Manager of any changes to the terms and conditions of the Issue from those set forth in the Letter of Offer, being determined as satisfactory in the sole opinion of the Lead Manager, subject to approval from relevant regulatory authorities and the Stock Exchanges. Any change in the type, terms and conditions of the Issue will be made only in prior consultation with the Lead Manager;
(i) Completion of all documentation for the Issue, including the Issue Documents, and the execution of customary certifications (including from the statutory auditors of the Company and certificates from the practising company secretary), undertakings, customary legal opinions and customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnity and contribution, in form and substance satisfactory to the Lead Manager;
(j) Confirmation by the management of the Issuer, prior to the filing of the Letter of Offer with SEBI, and the Stock Exchanges, that (i) it has provided authentic, correct, complete, and valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Letter of Offer, Application Form and the Abridged Letter of Offer and (ii) that the Letter of Offer is complete in all material respects and does not include any untrue statement of a material fact or omit to state any material fact that would intend to mislead any potential investor;
(k) Approval of the relevant internal committees of the Lead Manager; and
(l) Receipt of final listing and trading approval for the Equity Shares.
6.10 The Issuer declares that, the consent of the Board / duly authorised committee of the Issuer and consent of the relevant bankers, lenders, and institutions and appropriate persons, wherever applicable, have been obtained or will be obtained including in relation to any information disclosed in the Issue Documents, and as on the date of this Agreement, none of these consents have been withdrawn. The Issuer also declares and represents that, wherever required, it has obtained all regulatory approvals that may be required for the Issue.
6.11 The Issuer will keep the Lead Manager formally informed of details of all legal proceedings and shall not resort to any legal proceedings in respect of any matter having a bearing on the Issue, except in prior consultation with the Lead Manager.
6.12 The Issuer shall take all such steps as are necessary, to ensure the completion of Allotment, dispatch of refund intimations to and unblocking of bank accounts of the respective Applicants, as applicable, as per the modes described in the Letter of Offer, in any case, no later than the time limit stipulated under the Applicable Law and, in the event of failure to do so, pay interest to the Applicants as required under Applicable Law or under any direction or order of any Governmental Authority.
6.13 The Issuer shall not access the money raised pursuant to the Issue until the receipt of listing and trading approval from Stock Exchanges and until refunds have been made in accordance with the SEBI ICDR Regulations, the SEBI Listing Regulations and the equity listing agreements as executed with the Stock Exchanges.
6.14 The Parties acknowledge that the Rights Equity Shares have not been and will not be registered under the Securities Act and neither the Issuer nor the Lead Manager will make any offers or sales of the Rights Entitlement, Rights Equity Shares or any other security with respect to the Issue within the United States.
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 6.1 5.1 The Issuer, in consultation with the Lead Manager, shall decide the terms of the Issue, including the timingtiming (including the opening and closing dates of the Issue), pricing, method, structure and size of the Issue, including any changes to such in the terms.
6.2 5.2 In connection with the Issue, the Company will Issuer shall prepare and file the Issue Documents, as applicable, with SEBI Documents and the Stock Exchanges, in accordance with the Applicable Law. The Issuer shall not, without the prior written consent of the Lead Manager, file the such Issue Documents with SEBI, the Stock Exchanges or any other authority whatsoever.
6.3 The Issuer shall determine the record date, opening and closing dates of the Issue and other relevant Issue related dates in consultation with the Lead Manager.
6.4 5.3 All allocations / Allotments made pursuant to the Issue shall be in accordance with the SEBI ICDR Regulations Applicable Laws and shall be undertaken by the Issuer, in consultation with the Stock Exchanges, Lead Manager and the Registrar.
6.5 5.4 The Issuer hereby declares confirms and confirms undertakes that the Rights Equity Shares proposed to will be issued pursuant to by the Issue are and will be Company free and clear from any liens, charges or any other encumbrances.
5.5 Subject to Applicable Laws and disclosures in the Issue Documents, existing or future. The the Issuer further declares and confirms that shall, in consultation with the Lead Manager, make applications for allotment of ISIN for the Rights Equity Shares shall rank pari-passu with the existing Equity Shares of the Issuer.
6.6 The Issuer undertakes Entitlement, and covenants that it will further, make applications to the Stock Exchanges for listing of the Rights Equity Shares and shall obtain obtaining in-principle approvals from and final listing and trading approvals for the Stock Exchanges Rights Entitlement and designate the Rights Equity Shares, as applicable, and shall, prior to filing of the Letter of Offer, appoint one of the Stock Exchanges as the Designated Stock ExchangeExchange in connection with the Issue. The Issuer undertakes that all the steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares allotted pursuant to the Issue at all the Stock ExchangesExchange.
6.7 5.6 The Issuer hereby confirms, represents and declares that as has appointed a monitoring agency to monitor the utilisation of the date proceeds from the Issue, in terms of the Letter of Offer, it has complied with or agrees to comply with all the statutory formalities under the Companies Act, and the rules framed thereunder, the SEBI ICDR Regulations, and applicable instructions, rules, regulations and other relevant statutes to enable the Issuer to undertake the Issue, and the Issuer confirms, represents and declares that it has complied with: (i) all laws applicable to the Issuer and its Affiliates in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws and regulations applicable to the Issue (except where a noncompliance would not, either singly or in aggregate, result in a Material Adverse Effect).
6.8 5.7 The Issuer has obtained authority for the Issue through a board resolution dated September December 4, 2020, and no other consent from the Board is required for the Issue2024.
6.9 It is clarified 5.8 The Issuer agrees that this Agreement is not a commitment, express or implied, on the part obligations of Lead Manager to underwrite or purchase the Rights Equity Shares issued pursuant to the Issue or to commit any capital, nor does it obligate the Lead Manager under this Agreement shall be subject to enter into an underwriting agreement or similar commitment to finance. The Issue will be conditional, among other things, upon the following:
(a) The existence Issuer not being in breach of market conditions before launch of the Issue, which in the sole opinion of the Lead Manager, are satisfactory for launching the Issue and the Company not breaching any representations, warranties, terms and conditions of this Agreement;
(b) In the sole opinion of the Lead Manager, the absence of any Material Adverse Effect, in the international or Indian financial markets or, in the condition, business, results, operations or prospects of the Issuer, which are described in the Issue Documents, as the case may be;
(c) Receipt of the audit / review reports issued to the Company, auditor certifications and comfort letter letters in connection with the financial statements / results included in the Draft Letter of Offer and to be included in the Letter of Offer from the independent Company’s statutory auditors, VKS Deloitte ▇▇▇▇▇▇▇ & Co.Sells LLP, Chartered Accountantsprovided that, in each of these letters shall use a manner satisfactory “cut-off” date not earlier than a date of three working days prior to the date of the respective letter, to the satisfaction of the Lead Manager and IssuerManager;
(d) The completion of business, financial and legal due diligence to the satisfaction of the Lead Manager in order to enable the Lead Manager to file the due diligence certificate with SEBI and as is customary in issuances of the kind contemplated herein;
(e) Completion of all applicable regulatory requirements (including receipt of all necessary approvalsapprovals including the final listing and trading approval), and compliance with (i) all Applicable Laws, regulations and guidelines by the Issuer and Subsidiaries in relation to their respective business and operations (except where a non-compliance would not, either singly or in aggregate, result in a Material Adverse Effect), and (ii) all laws Law and regulations applicable to the Issue (including those governing Issue, by the issue of securities), to the reasonable satisfaction of the Lead ManagerIssuer;
(f) The benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering / offering/ issue or hybrid of specified securities of any type(as defined under SEBI ICDR Regulations), will be undertaken by the Company or its Subsidiaries subsequent to the filing of the Draft Letter of Offer, without prior consultation with and written approval of the Lead ManagerManager until the closure of the Issue, which shall not be unreasonably withheldexcept for the Preferential Issue and issuance under ESOP Schemes, as disclosed in the Draft Letter of Offer;
(g) Disclosure in the Issue Documents or any other documents to the satisfaction of the Lead Manager and receipt of all certifications, undertakings, customary agreements, including, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, in a form reasonably satisfactory to the Lead Manager;
(h) Approval by the Lead Manager of any changes Changes to the terms and conditions of the Issue from those set forth in the Draft Letter of Offer and to be included in the Letter of Offer, being determined as satisfactory in the sole opinion of the Lead Manager, subject to approval from relevant regulatory authorities and the Stock Exchanges. Any change in the type, terms and conditions of the Issue will be made only in prior consultation with the Lead Manager;
(ih) Completion Disclosure in the Issue Documents to the satisfaction of the Lead Manager and completion of all documentation for the Issue, including including, without limitation, the Issue Documents, receipt of requisite backup documents, and the execution and receipt of all customary certifications (including from the statutory auditors of the Company and certificates from the practising company secretary)certifications, undertakings, consents, comfort letters, customary legal opinions and customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnity and contribution, in form and substance satisfactory to the Lead Manager;including; and
(j) Confirmation by the management of the Issuer, prior to the filing of the Letter of Offer with SEBI, and the Stock Exchanges, that (i) it has provided authentic, correct, complete, and valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Letter of Offer, Application Form and the Abridged Letter of Offer and (ii) that the Letter of Offer is complete in all material respects and does not include any untrue statement of a material fact or omit to state any material fact that would intend to mislead any potential investor;
(k) Approval of the relevant internal committees of the Lead Manager; and
(l) Receipt of final listing and trading approval for the Equity Shares.
6.10 5.9 The Issuer declares that, confirms that the consent of the Board / duly authorised committee of the Issuer and Directors, consent of the relevant bankers, lenders, and financial institutions and all appropriate personsthird parties, and consent, order, approval and authorisation of, and registration, filing and declaration with any court, regulatory authority, governmental agency or stock exchanges or any other person, wherever applicable, have been obtained or will be obtained wherever required in connection with the Issue, including in relation to any information disclosed or to be disclosed in the Issue Documents, and as on the date of this Agreement, none of these consents have been withdrawnwithdrawn and are in full force and effect or, as the case may be, will be received, done or obtained and be in full force and effect prior to the time such consent, order, approval, authorisation, registration, filing and declaration is required. The Issuer also declares confirms and represents that, wherever required or will be required, it has obtained and will obtain all regulatory approvals that may be required for the Issue.
6.11 The 5.10 Until the Closing Date, the Issuer will keep the Lead Manager formally informed in writing of details of all legal proceedings having a bearing on the Issue and shall not resort to any legal proceedings in respect of any matter having a bearing on the Issue, except in prior consultation with the Lead Manager. Provided that this shall not extend to any litigation filed by the Issuer against the Lead Manager in relation to the services provided under the Fee Letter or this Agreement.
6.12 5.11 The Issuer shall take all such steps as are necessary, to ensure the completion of Allotment, dispatch of refund intimations to and unblocking of bank accounts of the respective Applicants, as applicable, as per the modes described in the Letter of Offer, in any case, no later than the time limit stipulated under the Applicable Law and, in the event of failure to do so, pay interest to the Applicants as required under Applicable Law or under any direction or order of any Governmental Authority.
6.13 5.12 The Issuer shall not access the money raised pursuant to the Issue until the receipt of listing and trading approval from Stock Exchanges and in respect to the Issue has been received and/or until refunds have been made in accordance with the SEBI ICDR Regulations, the SEBI Listing Regulations and the equity listing agreements as executed with the Stock Exchanges.
6.14 5.13 The Parties acknowledge that the Rights Equity Shares have not been and will not be registered under the Securities Act and neither the Issuer nor the Lead Manager will make any offers or sales of the Rights Entitlement, Rights Equity Shares or any other security with respect to the Issue within the United States.
Appears in 1 contract
Sources: Issue Agreement