Issue Terms. 2.1 The Issue will be managed by the Lead Manager in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. 2.2 The Company, in consultation with the Lead Manager, shall decide the terms of the Issue, including the Issue Price. 2.3 The Company shall not, without the prior written approval of the Lead Manager, file the Draft Prospectus, including any amendments, supplements, notices and corrigenda in connection therewith, with BSE, SEBI, ROC or any other authority. 2.4 The Company shall determine the Issue Period in consultation with the Lead Manager. 2.5 The Company undertakes that it will make applications to BSE for listing of the Equity Shares on the Stock Exchange after obtain in-principle approval from BSE. The Company undertakes that all steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on the Stock Exchange within the time prescribed under Applicable Law. 2.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice, including any revisions, if required, and refund orders to the non-ASBA Applicants within the time prescribed under Applicable Law, and in the event of failure to do so, the Company shall pay interest to the non-ASBA Applicants as per Applicable Law. 2.7 The Company undertakes that the funds required for making refunds to unsuccessful Applicants and dispatch of Allotment Advice shall be made available to the Registrar to the Issue. 2.8 The Company undertakes that no further issue/offer of Equity Shares including any bonus or rights issue, shall be made from the date of filing of the Draft Prospectus till the Equity Shares under the Issue are listed or until the application monies are refunded on account of, inter alia, non-listing and under- subscription. 2.9 The Company, in consultation with the Lead Manager, shall, as per the timelines detailed in the Draft Prospectus, set up an investor grievance redressal system to redress all Issue related grievances as per the applicable rules and guidelines. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system in terms of SEBI circular CIR/CFD/DIL/3/2012 dated April 13, 2012. 2.10 The Company undertakes that the underwriting commission, procurement commission if any, brokerage due to the underwriters, and stock brokers/sub-brokers, fees payable to the SCSBs and any other fees and commission payable in relation to the Issue shall be paid within the prescribed time as per the terms of the Engagement Letters. Notwithstanding anything to the contrary in this Agreement, commercial terms in relation to the payment of fees and expenses to the Lead Manager in the Engagement Letters shall prevail. 2.11 From the date of this Agreement till the commencement of trading of the Equity Shares on the Stock Exchange, the Company shall not, and shall ensure that its Affiliates do not resort to any legal proceedings in respect of any matter having a bearing on the Issue, without prior consultation with the Lead Manager and the receipt of a prior written approval from the Lead Manager, which approval shall not be unreasonably withheld or delayed by the Lead Manager. The Company upon becoming aware of any legal proceedings that relate to any matter having a bearing on the Issue will, as soon as possible, inform the Lead Manager in writing of all developments pertaining to the proceedings. 2.12 The Company undertakes that they shall not access the money raised in the Issue until the final listing and trading approvals are received from BSE. The Company further agrees that they shall refund the money raised in the Issue in respect of the Equity Shares together with any interest to the non-ASBA Applicants if required to do so for any reason, such as failing to get listing permission or under any direction or order of SEBI or any other governmental or statutory authority. The Company agrees that they shall pay requisite interest under the Applicable Law or direction or order of SEBI, BSE, ROC or any other regulatory authority (inside or outside India). 2.13 The Company shall enter into an agreement with National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of the Equity Shares. 2.14 The Company shall enter into a market making agreement with Market Maker and the Lead Manager in relation to compulsory market making by the Market Maker. 2.15 The Company shall disclose the details of the market making arrangements made by the Lead Manager in the Prospectus. 2.16 The Company shall reserve certain number of Equity Shares from the Equity Shares offered in the Issue, for subscription by the Market Maker. 2.17 The Company and the Lead Manager agree that Market Maker in its capacity as Market maker to the IPO shall be responsible to ensure compulsory market making in the manner specified by the board. Further, the Company and Lead Manager agree that Market maker responsible for market making may be represented on the board of the Company in terms of Regulation 261 of SEBI ICDR Regulations, 2018. 2.18 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the SCSBs for purposes of the ASBA process in the Issue. 2.19 The Company shall comply with corporate governance norms required under the listing agreement with BSE. 2.20 The obligations of the Lead Manager in relation to the Issue shall be conditional, inter alia, upon the following: (a) any change in the type and quantum of securities proposed to be offered in the Issue or the terms and conditions of the Issue will be made only with the prior written consent of the Lead Manager; (b) the Company providing authentic, correct, valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Offer Documents; (c) receipt of any necessary or desirable reports, documents, papers or information from the Company to enable the Lead Manager to file their report with BSE and SEBI and to enable it to verify that the statements made in the Draft Prospectus are true and correct and not misleading, and do not contain any omissions required to make them true and correct and not misleading or when required by the law or by the regulators to enable the Lead Manager to cause filing of post-Issue reports; (d) existence of market conditions in India before launch that, in the opinion of the Lead Manager, is satisfactory for launch of the Issue; (e) the absence of, in the opinion of the Lead Manager, any Material Adverse Change; (f) finalization of the terms and conditions of the Issue, including without limitation, the Issue Price and size of the Issue, in consultation with and to the satisfaction of the Lead Manager; (g) completion of the due diligence to the satisfaction of the Lead Manager as is customary in issues of the kind contemplated herein, in order to enable the Lead Manager to file the due diligence certificate with SEBI and certificates as are customary in offerings of the kind contemplated herein; (h) compliance with all regulatory requirements (including receipt of all necessary approvals and authorizations) and Applicable Law relevant to the Issue and disclosure in the Draft Prospectus and the Prospectus, to the satisfaction of the Lead Manager; (i) satisfactory completion of all documentation for the Issue, including without limitation, the Draft Prospectus, the Prospectus and execution of certifications (including from the statutory auditor of the Company and the auditor’s comfort letter), undertakings, legal opinions, customary agreements, including, without limitation, the underwriting agreement, the market making agreement between the Company and the Lead Manager and such agreements will include, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnification and contribution, termination and lock-up provisions, in form and substance satisfactory to the Lead Manager; (j) the benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering/issue of any type will be undertaken by the Company post the filing of the Draft Prospectus without prior consultation with and written approval of the Lead Manager; (k) the Company not breaching any term of this Agreement or the Engagement Letters; (l) the receipt of all necessary consents, approvals and authorizations that are required to be obtained under the Applicable Law pertaining to the Issue by the Company; (m) the Company shall appoint a compliance officer in relation to compliance with various laws, rules and regulations and other directives issued by SEBI from time to time and shall also attend to matters relating to investor complaints; (n) the Company shall comply with corporate governance norms required under the listing agreement with BSE; (o) approval of the Lead Manager’ internal commitment committees; and (p) absence of any of the events referred to in Clause 16.6.
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 2.1 The Issue will be managed by the Lead Manager Managers in terms accordance with the inter-se allocation of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.responsibilities annexed to this Agreement as Annexure B.
2.2 The Company, in consultation with the Lead Manager, shall decide the terms of the Issue, including the Issue Price.
2.3 The Company shall not, without the prior written approval of the Lead ManagerManagers, file any of the Draft ProspectusIssue Documents with the SEBI, any Stock Exchange, the Registrar of Companies or any other Governmental Authority, as applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Issue Materials (as defined herein), or (b) make any changes in the Issue size, or (c) otherwise issue or distribute any Supplemental Issue Materials.
2.3 The terms of the Issue, including the Price Band, the Bid/Issue Opening Date, the Anchor Investor Bid/Issue Period, the Bid/Issue Closing Date, the Anchor Investor Allocation Price (if applicable) and the Issue Price, including any amendmentsrevisions, supplementsmodifications or amendments thereof shall be decided by the Company in consultation with the Managers. Furthermore, notices all decisions with respect to the Issue shall be taken by the Company, through its Board of Directors or a duly constituted committee thereof and corrigenda shall be conveyed in connection therewith, with BSE, SEBI, ROC or any other authoritywriting to the Managers by the Company.
2.4 The Company shall determine Basis of Allotment (except with respect to Anchor Investors) and all allocations and allotments of Equity Shares made pursuant to the Issue Period shall be finalized by the Company in consultation with the Lead ManagerManagers, Registrar to the Issue, 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.
2.5 The Company undertakes and agrees that it will make applications shall not access or have recourse to BSE for listing the money raised in the Issue until receipt of the Equity Shares on final listing and trading approvals from the Stock Exchange after Exchanges, till which time such monies will be kept in a separate account in accordance with Applicable Law. Notwithstanding anything contained in this Agreement, the Company shall refund the money raised in the Issue, together with any interest on such money as required under Applicable Law, to the Bidders, if required to do so for any reason, including due to the delay or failure to obtain in-principle approval from BSE. listing or trading approvals or under any direction or order of the SEBI or any other Governmental Authority.
2.6 The Company undertakes that all steps will be taken for shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on the Stock Exchange Exchanges within three Working Days of the Bid/Issue Closing Date, or any other time period prescribed under Applicable Law.
2.6 . The Company shall further take such steps as are all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of Allotment the allotment and/or transfer of the Equity Shares pursuant to the Issue and dispatch of the Allotment AdviceAdvice promptly, including any revisionsrevisions thereto, if required, and dispatch of the refund orders to the non-Anchor Investors and the unblocking of ASBA Applicants within Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do soprovide refunds within the time period prescribed under the Applicable Law, the Company shall be liable to pay interest to the non-ASBA Applicants as per Applicable Law.
2.7 The Company undertakes that the funds required for making refunds to unsuccessful Applicants and dispatch of Allotment Advice shall be made available to the Registrar to the Issue.
2.8 The Company undertakes that no further issue/offer of Equity Shares including any bonus or rights issue, shall be made from the date of filing of the Draft Prospectus till the Equity Shares under the Issue are listed or until the application monies are refunded on account of, inter alia, non-listing and under- subscription.
2.9 The Company, in consultation with the Lead Manager, shall, as per the timelines detailed in the Draft Prospectus, set up an investor grievance redressal system to redress all Issue related grievances as per the applicable rules and guidelines. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system in terms of SEBI circular CIR/CFD/DIL/3/2012 dated April 13, 2012.
2.10 The Company undertakes that the underwriting commission, procurement commission if any, brokerage due to the underwriters, and stock brokers/sub-brokers, fees payable to the SCSBs and any other fees and commission payable in relation to the Issue shall be paid within the prescribed time as per the terms of the Engagement Letters. Notwithstanding anything to the contrary in this Agreement, commercial terms in relation to the payment of fees and expenses to the Lead Manager in the Engagement Letters shall prevail.
2.11 From the date of this Agreement till the commencement of trading of the Equity Shares on the Stock Exchange, the Company shall not, and shall ensure that its Affiliates do not resort to any legal proceedings in respect of any matter having a bearing on the Issue, without prior consultation with the Lead Manager and the receipt of a prior written approval from the Lead Manager, which approval shall not be unreasonably withheld or delayed by the Lead Manager. The Company upon becoming aware of any legal proceedings that relate to any matter having a bearing on the Issue will, as soon as possible, inform the Lead Manager in writing of all developments pertaining to the proceedings.
2.12 The Company undertakes that they shall not access the money raised in the Issue until the final listing and trading approvals are received from BSE. The Company further agrees that they shall refund the money raised in the Issue in respect of the Equity Shares together with any interest to the non-ASBA Applicants if required to do so for any reason, such as failing to get listing permission or under any direction or order of SEBI or any other governmental or statutory authority. The Company agrees that they shall pay requisite interest under the Applicable Law or direction or order of SEBI, BSE, ROC or any other regulatory authority (inside or outside India).
2.13 The Company shall enter into an agreement with National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of the Equity Shares.
2.14 The Company shall enter into a market making agreement with Market Maker and the Lead Manager in relation to compulsory market making by the Market Maker.
2.15 The Company shall disclose the details of the market making arrangements made by the Lead Manager in the Prospectus.
2.16 The Company shall reserve certain number of Equity Shares from the Equity Shares offered in the Issue, for subscription by the Market Maker.
2.17 The Company and the Lead Manager agree that Market Maker in its capacity as Market maker to the IPO shall be responsible to ensure compulsory market making in the manner specified by the board. Further, the Company and Lead Manager agree that Market maker responsible for market making may be represented on the board of the Company set out in terms of Regulation 261 of SEBI ICDR Regulations, 2018Section 2.5.
2.18 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the SCSBs for purposes of the ASBA process in the Issue.
2.19 The Company shall comply with corporate governance norms required under the listing agreement with BSE.
2.20 The obligations of the Lead Manager in relation to the Issue shall be conditional, inter alia, upon the following:
(a) any change in the type and quantum of securities proposed to be offered in the Issue or the terms and conditions of the Issue will be made only with the prior written consent of the Lead Manager;
(b) the Company providing authentic, correct, valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Offer Documents;
(c) receipt of any necessary or desirable reports, documents, papers or information from the Company to enable the Lead Manager to file their report with BSE and SEBI and to enable it to verify that the statements made in the Draft Prospectus are true and correct and not misleading, and do not contain any omissions required to make them true and correct and not misleading or when required by the law or by the regulators to enable the Lead Manager to cause filing of post-Issue reports;
(d) existence of market conditions in India before launch that, in the opinion of the Lead Manager, is satisfactory for launch of the Issue;
(e) the absence of, in the opinion of the Lead Manager, any Material Adverse Change;
(f) finalization of the terms and conditions of the Issue, including without limitation, the Issue Price and size of the Issue, in consultation with and to the satisfaction of the Lead Manager;
(g) completion of the due diligence to the satisfaction of the Lead Manager as is customary in issues of the kind contemplated herein, in order to enable the Lead Manager to file the due diligence certificate with SEBI and certificates as are customary in offerings of the kind contemplated herein;
(h) compliance with all regulatory requirements (including receipt of all necessary approvals and authorizations) and Applicable Law relevant to the Issue and disclosure in the Draft Prospectus and the Prospectus, to the satisfaction of the Lead Manager;
(i) satisfactory completion of all documentation for the Issue, including without limitation, the Draft Prospectus, the Prospectus and execution of certifications (including from the statutory auditor of the Company and the auditor’s comfort letter), undertakings, legal opinions, customary agreements, including, without limitation, the underwriting agreement, the market making agreement between the Company and the Lead Manager and such agreements will include, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnification and contribution, termination and lock-up provisions, in form and substance satisfactory to the Lead Manager;
(j) the benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering/issue of any type will be undertaken by the Company post the filing of the Draft Prospectus without prior consultation with and written approval of the Lead Manager;
(k) the Company not breaching any term of this Agreement or the Engagement Letters;
(l) the receipt of all necessary consents, approvals and authorizations that are required to be obtained under the Applicable Law pertaining to the Issue by the Company;
(m) the Company shall appoint a compliance officer in relation to compliance with various laws, rules and regulations and other directives issued by SEBI from time to time and shall also attend to matters relating to investor complaints;
(n) the Company shall comply with corporate governance norms required under the listing agreement with BSE;
(o) approval of the Lead Manager’ internal commitment committees; and
(p) absence of any of the events referred to in Clause 16.6.
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 2.1 The Issue will be managed by the Lead Manager in terms of BRLM through book building process prescribed under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) SEBI ICDR Regulations, 2018.in accordance with the indicative responsibilities annexed to this Agreement as Annexure A.
2.2 The Company, in consultation with the Lead Manager, shall decide the terms of the Issue, including the Issue Price.
2.3 The Company shall not, without the prior written approval of the Lead ManagerBRLM, file the Draft Red ▇▇▇▇▇▇▇ Prospectus, including any amendments, supplements, notices and corrigenda in connection therewith, the Red ▇▇▇▇▇▇▇ Prospectus or the Prospectus with BSE, the SEBI, ROC the Stock Exchanges, the Registrar of Companies or any Governmental Authority whatsoever, as the case maybe.
2.3 The terms of the Issue shall be decided by the Company in consultation with the BRLM. Notwithstanding the above, the following shall be decided by the Company in consultation with the BRLM, by the Company: (i) the Price Band, (ii) the Issue Price, (iii) the Anchor Investor Allocation Price, (iv) the Anchor Investor Issue Price, (v) the discount (if any) and/or reservations, (vi) the Issue schedule (including the Bid/Issue Opening Date, the Bid/Issue Closing Date, the closing date for the QIBs and the Anchor Investor Bidding Date), (vii) participation by the Anchor Investors and allocation to Anchor Investors, (viii) minimum bid lot, (ix) postponing or withdrawal of the Issue, (x) spill-over from any other authoritycategory or combination of categories in case of under-subscription in any category (except the QIB category) and (ix) any revisions, modifications or amendments in relation to any of the above. Furthermore, each of these decisions shall be taken by the Company, through its Board or a duly constituted committee thereof and shall be conveyed in writing to the BRLM by the Company.
2.4 The Company shall determine Basis of Allotment (except with respect to Anchor Investors) and all allocations, and allotments made pursuant to the Issue Period shall be in accordance with Applicable Law and shall be undertaken by the Company in consultation with the Lead ManagerBRLM and the Designated Stock Exchange. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the BRLM, in accordance with the Applicable Law.
2.5 The Company undertakes that it will make applications to BSE for listing of the Equity Shares on the Stock Exchange after obtain in-principle approval from BSE. The Company undertakes shall ensure that all steps will fees and expenses relating to the Issue, including underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Self Certified Syndicate Banks, syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be taken for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on the Stock Exchange paid within the time prescribed under the agreements to be entered into with such persons and as set forth in their respective engagement letter(s), in accordance with Applicable Law.
2.6 The Company undertakes and agrees that they shall not access the money raised in the Issue until receipt of the final listing and trading approvals from the Stock Exchanges. The Company shall refund the money raised in the Issue, together with any interest, to the Bidders if required to do so for any reason, including, without limitation, due to the failure to obtain listing or trading approval from the Stock Exchanges or pursuant to any direction or order of SEBI or any other Governmental Authority. The Company shall pay interest on such money as required under the Applicable Law.
2.7 The Company shall take such steps as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within 3 Working Days of the Bid/Issue Closing Date, or any other time period as may be prescribed under Applicable Law. The Company shall further take all necessary steps, in consultation with the BRLM, to ensure the dispatch of the Confirmation of Allocation Notes, completion of the allotment of the Equity Shares pursuant to the Issue, dispatch of the Allotment Advice promptly, and dispatch of the Allotment Advicerefund orders (if any) to the applicants, including any revisions, if required, the unblocking of ASBA Accounts in relation to ASBA Bidders and refund orders to the non-ASBA Applicants within resident applicants in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, the Company shall to pay interest to the non-ASBA Applicants applicants as per required under Applicable Law.
2.7 2.8 The Company agrees and undertakes that that: (i) refunds/unblocking of funds to the unsuccessful applicants or dispatch of Allotment Advice shall be made in accordance with the methods described in the Issue Documents; and (ii) funds required for making refunds to unsuccessful Applicants and dispatch of Allotment Advice shall be made available to applicants, in accordance with the Registrar to methods described in the Issue.
2.8 The Company undertakes that no further issue/offer of Equity Shares including any bonus or rights issueIssue Documents, shall be made from the date of filing of the Draft Prospectus till the Equity Shares under the Issue are listed or until the application monies are refunded on account of, inter alia, non-listing and under- subscriptionavailable.
2.9 The Company, in consultation Company shall comply with the Lead ManagerSEBI Master Circular (SEBI / HO / OIAE / IGRD / P / CIR / 2022 / 0150) dated November 7, shall, as per 2022 in relation to redressal of investor grievances through the timelines detailed in the Draft Prospectus, SEBI Complaints Redress System (SCORES) and shall set up an investor grievance redressal system to redress all Issue related grievances as per the applicable rules and guidelines. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system in terms of SEBI circular CIR/CFD/DIL/3/2012 dated April 13, 2012.
2.10 The Company undertakes that the underwriting commission, procurement commission if any, brokerage due to the underwriters, and stock brokers/sub-brokers, fees payable to the SCSBs and any other fees and commission payable in relation to the Issue shall be paid within the prescribed time as per the terms of the Engagement Letters. Notwithstanding anything to the contrary in this Agreement, commercial terms in relation to the payment of fees and expenses to the Lead Manager in the Engagement Letters shall prevail.
2.11 From the date of this Agreement till the commencement of trading of the Equity Shares on the Stock Exchange, the Company shall not, and shall ensure that its Affiliates do not resort to any legal proceedings in respect of any matter having a bearing on the Issue, without prior consultation with the Lead Manager and the receipt of a prior written approval from the Lead Manager, which approval shall not be unreasonably withheld or delayed by the Lead Manager. The Company upon becoming aware of any legal proceedings that relate to any matter having a bearing on the Issue will, as soon as possible, inform the Lead Manager in writing of all developments pertaining to the proceedings.
2.12 The Company undertakes that they shall not access the money raised in the Issue until the final listing and trading approvals are received from BSE. The Company further agrees that they shall refund the money raised in the Issue in respect of the Equity Shares together with any interest to the non-ASBA Applicants if required to do so for any reason, such as failing to get listing permission or under any direction or order of SEBI or any other governmental or statutory authority. The Company agrees that they shall pay requisite interest under the Applicable Law or direction or order of SEBI, BSE, ROC or any other regulatory authority (inside or outside India).
2.13 The Company shall enter into an agreement with National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of the Equity Shares.
2.14 The Company shall enter into a market making agreement with Market Maker and the Lead Manager in relation to compulsory market making by the Market Maker.
2.15 The Company shall disclose the details of the market making arrangements made by the Lead Manager in the Prospectus.
2.16 The Company shall reserve certain number of Equity Shares from the Equity Shares offered in the Issue, for subscription by the Market Maker.
2.17 The Company and the Lead Manager agree that Market Maker in its capacity as Market maker to the IPO shall be responsible to ensure compulsory market making in the manner specified by the board. Further, the Company and Lead Manager agree that Market maker responsible for market making may be represented on the board of the Company in terms of Regulation 261 of SEBI ICDR Regulations, 2018.
2.18 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the SCSBs for purposes of the ASBA process in the Issue.
2.19 The Company shall comply with corporate governance norms required under the listing agreement with BSE.
2.20 The obligations of the Lead Manager in relation to the Issue shall be conditional, inter alia, upon the following:
(a) any change in the type and quantum of securities proposed to be offered in the Issue or the terms and conditions of the Issue will be made only with the prior written consent of the Lead Manager;
(b) the Company providing authentic, correct, valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Offer Documents;
(c) receipt of any necessary or desirable reports, documents, papers or information from the Company to enable the Lead Manager to file their report with BSE and SEBI and to enable it to verify that the statements made in the Draft Prospectus are true and correct and not misleading, and do not contain any omissions required to make them true and correct and not misleading or when required by the law or by the regulators to enable the Lead Manager to cause filing of post-Issue reports;
(d) existence of market conditions in India before launch that, in the opinion of the Lead Manager, is satisfactory for launch of the Issue;
(e) the absence of, in the opinion of the Lead Manager, any Material Adverse Change;
(f) finalization of the terms and conditions of the Issue, including without limitation, the Issue Price and size of the Issue, in consultation with and to the satisfaction of the Lead Manager;
(g) completion of the due diligence to the satisfaction of the Lead Manager as is customary BRLM and in issues of the kind contemplated herein, in order to enable the Lead Manager to file the due diligence certificate with SEBI and certificates as are customary in offerings of the kind contemplated herein;
(h) compliance with all regulatory requirements (including receipt of all necessary approvals and authorizations) and Applicable Law relevant Law.
2.10 The BRLM shall have the right to the Issue and disclosure in the Draft Prospectus and the Prospectus, to the satisfaction of the Lead Manager;
(i) satisfactory completion of all documentation for the Issue, including without limitation, the Draft Prospectus, the Prospectus and execution of certifications (including from the statutory auditor of the Company and the auditor’s comfort letter), undertakings, legal opinions, customary agreements, including, without limitation, the underwriting agreement, the market making agreement between the Company and the Lead Manager and such agreements will include, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnification and contribution, termination and lock-up provisions, in form and substance satisfactory to the Lead Manager;
(j) the benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering/issue of any type will be undertaken by the Company post the filing of the Draft Prospectus without prior consultation with and written approval of the Lead Manager;
(k) the Company not breaching any term of this Agreement or the Engagement Letters;
(l) the receipt of all necessary consents, approvals and authorizations that are required to be obtained under the Applicable Law pertaining to the Issue by the Company;
(m) the Company shall appoint a compliance officer in relation to compliance with various laws, rules and regulations and other directives issued by SEBI from time to time and shall also attend to matters relating to investor complaints;
(n) the Company shall comply with corporate governance norms required under the listing agreement with BSE;
(o) approval of the Lead Manager’ internal commitment committees; and
(p) absence withhold submission of any of the events referred Issue Documents to the SEBI, the Registrar of Companies or the Stock Exchanges in Clause 16.6the event that any of the information requested by the BRLM is not made available by the Company, or any of their respective Affiliates or any other Company Entity immediately on request by the BRLM.
2.11 The Company acknowledges and agrees that the Equity Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, the registration requirements of the U.S. Securities Act and outside the United States in offshore transactions, in reliance on Regulation S under the U.S. Securities Act.
Appears in 1 contract
Sources: Issue Agreement
Issue Terms. 2.1 The Issue will be managed by the Lead Manager BRLMs in terms accordance with the inter-se allocation of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.responsibilities annexed to this Agreement as Annexure A.
2.2 The CompanyCompany shall not without the prior written approval of the BRLMs, in consultation file any of the Issue Documents with the Lead ManagerSEBI, shall decide any Stock Exchange, the Registrar of Companies or any other Governmental Authority, as applicable, or otherwise issue or distribute any Supplemental Issue Materials.
2.3 The terms of the Issue, including the Price Band, the Bid/ Issue Opening Date, the Anchor Investor Bid/ Issue Period, the Bid/ Issue Closing Date, the Anchor Investor Allocation Price (if applicable), reservation in the Issue (if any) and the Issue Price.
2.3 The Company shall not, without the prior written approval of the Lead Manager, file the Draft Prospectus, including any amendmentsdiscounts, supplementsrevisions, notices and corrigenda modifications or amendments thereof, shall be decided by the Company in connection therewith, consultation with BSE, SEBI, ROC or any other authoritythe BRLMs. Such terms shall be conveyed in writing to the BRLMs by the Company.
2.4 The Company shall determine Basis of Allotment and all allocations (except with respect to Anchor Investors), Allotment of Equity Shares made pursuant to the Issue Period shall be finalized by the Company in consultation with the Lead ManagerBRLMs, the Registrar to the Issue 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 BRLMs, in accordance with Applicable Law.
2.5 The Company should ensure that all fees and expenses relating to the Issue, including the underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Self Certified Syndicate Banks, syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Engagement Letter, this Agreement, and in accordance with Applicable Law.
2.6 The Company undertakes and agrees that it will make applications to BSE for listing shall not access, or have recourse to, the money raised in the Issue until receipt of the Equity Shares on final listing and trading approvals from the Stock Exchange after obtain in-principle approval from BSEExchanges. The Company undertakes that all steps will be taken refund the funds raised in the Issue, together with any interest on such money as required under Applicable Law, to the Bidders if required to do so for any reason, including, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority.
2.7 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on the Stock Exchange Exchange(s) within the such time period as may be prescribed under Applicable Law.
2.6 . The Company shall further take such all necessary steps as (including ensuring that requisite funds are necessary made available to the Registrar), in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the Allotment and dispatch of the Allotment AdviceAdvice promptly, including any revisionsrevisions thereto, if required, and dispatch of the refund orders to the non-Anchor Investors and the unblocking of ASBA Applicants within Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, the Company shall to pay interest to the non-ASBA Applicants applicants as per required under Applicable Law.
2.7 2.8 The Company agrees and undertakes that that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Issue Documents, and (ii) funds required for making refunds to unsuccessful Applicants and Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Issue Documents, shall be made available to the Registrar to the Issue.
2.8 2.9 The Company undertakes that no further issue/offer of Equity Shares including any bonus or rights issue, shall be made from the date of has applied for SCORES authentication prior to filing of the DRHP and shall obtain authentication on the SCORES prior to filing of the updated Draft Red ▇▇▇▇▇▇▇ Prospectus till the Equity Shares under the Issue are listed or until the application monies are refunded on account of, inter alia, non-listing and under- subscription.
2.9 with SEBI. The Company, in consultation with the Lead Manager, shall, as per the timelines detailed in the Draft Prospectus, Company shall set up an investor grievance redressal system to redress all Issue Issue-related grievances as per to the applicable rules satisfaction of the BRLMs and guidelines. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system in terms of SEBI circular CIR/CFD/DIL/3/2012 dated April 13, 2012compliance with Applicable Law.
2.10 The Company undertakes acknowledges that the underwriting commission, procurement commission if any, brokerage due BRLMs shall have the right to (a) withhold submission of any of the Issue Documents to the underwritersSEBI, and stock brokers/sub-brokersthe Registrar of Companies, fees payable the Stock Exchanges or any other Governmental Authority; or (b) determine at any time not to proceed with the Issue, in the event that any information or documents requested by the BRLMs, SEBI and/or any other Governmental Authority is not made available to the SCSBs BRLMs by the Company Entities, the Promoters, the members of the Promoter Group, the Directors, Group Companies, Key Managerial Personnel, or Senior Management, promptly and any other fees and commission payable in relation without undue delay on request by the BRLMs or the information already provided to the Issue shall be paid within the prescribed time as per the terms of the Engagement Letters. Notwithstanding anything to the contrary in this AgreementBRLMs is untrue, commercial terms in relation to the payment of fees and expenses to the Lead Manager in the Engagement Letters shall prevailinaccurate, misleading or incomplete.
2.11 From the date of this Agreement till the commencement of trading of the Equity Shares on the Stock Exchange, the Company shall not, and shall ensure that its Affiliates do not resort to any legal proceedings in respect of any matter having a bearing on the Issue, without prior consultation with the Lead Manager and the receipt of a prior written approval from the Lead Manager, which approval shall not be unreasonably withheld or delayed by the Lead Manager. The Company upon becoming aware of any legal proceedings that relate to any matter having a bearing on the Issue will, as soon as possible, inform the Lead Manager in writing of all developments pertaining to the proceedings.
2.12 The Company undertakes that they shall not access the money raised in the Issue until the final listing and trading approvals are received from BSE. The Company further agrees that they shall refund the money raised in the Issue in respect of the Equity Shares together with any interest to the non-ASBA Applicants if required to do so for any reason, such as failing to get listing permission or under any direction or order of SEBI or any other governmental or statutory authority. The Company agrees that they shall pay requisite interest under the Applicable Law or direction or order of SEBI, BSE, ROC or any other regulatory authority (inside or outside India).
2.13 The Company shall enter into an agreement with National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of the Equity Shares.
2.14 The Company shall enter into a market making agreement with Market Maker and the Lead Manager in relation to compulsory market making by the Market Maker.
2.15 The Company shall disclose the details of the market making arrangements made by the Lead Manager in the Prospectus.
2.16 The Company shall reserve certain number of Equity Shares from the Equity Shares offered in the Issue, for subscription by the Market Maker.
2.17 The Company and the Lead Manager agree that Market Maker in its capacity as Market maker to the IPO shall be responsible to ensure compulsory market making in the manner specified by the board. Further, the Company and Lead Manager agree that Market maker responsible for market making may be represented on the board of the Company in terms of Regulation 261 of SEBI ICDR Regulations, 2018.
2.18 The Company acknowledges and takes cognizance agrees that the Equity Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the deemed agreement United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Company with U.S. Securities Act and applicable state securities law. Accordingly, the SCSBs for purposes Equity Shares will be offered and sold in the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) in transactions exempt from the registration requirements of the ASBA process U.S. Securities Act, and outside the United States in the Issue.
2.19 The Company shall comply with corporate governance norms required “offshore transactions” (as defined in Regulation S) in reliance upon Regulation S under the listing agreement with BSE.
2.20 The obligations U.S. Securities Act and the applicable laws of the Lead Manager in relation to the Issue shall be conditional, inter alia, upon the following:
(a) any change in the type jurisdictions where offers and quantum of securities proposed to be offered in the Issue or the terms and conditions of the Issue will be made only with the prior written consent of the Lead Manager;
(b) the Company providing authentic, correct, valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Offer Documents;
(c) receipt of any necessary or desirable reports, documents, papers or information from the Company to enable the Lead Manager to file their report with BSE and SEBI and to enable it to verify that the statements made in the Draft Prospectus are true and correct and not misleading, and do not contain any omissions required to make them true and correct and not misleading or when required by the law or by the regulators to enable the Lead Manager to cause filing of post-Issue reports;
(d) existence of market conditions in India before launch that, in the opinion of the Lead Manager, is satisfactory for launch of the Issue;
(e) the absence of, in the opinion of the Lead Manager, any Material Adverse Change;
(f) finalization of the terms and conditions of the Issue, including without limitation, the Issue Price and size of the Issue, in consultation with and to the satisfaction of the Lead Manager;
(g) completion of the due diligence to the satisfaction of the Lead Manager as is customary in issues of the kind contemplated herein, in order to enable the Lead Manager to file the due diligence certificate with SEBI and certificates as are customary in offerings of the kind contemplated herein;
(h) compliance with all regulatory requirements (including receipt of all necessary approvals and authorizations) and Applicable Law relevant to the Issue and disclosure in the Draft Prospectus and the Prospectus, to the satisfaction of the Lead Manager;
(i) satisfactory completion of all documentation for the Issue, including without limitation, the Draft Prospectus, the Prospectus and execution of certifications (including from the statutory auditor of the Company and the auditor’s comfort letter), undertakings, legal opinions, customary agreements, including, without limitation, the underwriting agreement, the market making agreement between the Company and the Lead Manager and such agreements will include, without limitation, provisions such as representations and warranties, conditions as to closing of the Issue, force majeure, indemnification and contribution, termination and lock-up provisions, in form and substance satisfactory to the Lead Manager;
(j) the benefit of a clear market to the Lead Manager prior to the Issue, and in connection therewith, no debt or equity offering/issue of any type will be undertaken by the Company post the filing of the Draft Prospectus without prior consultation with and written approval of the Lead Manager;
(k) the Company not breaching any term of this Agreement or the Engagement Letters;
(l) the receipt of all necessary consents, approvals and authorizations that are required to be obtained under the Applicable Law pertaining to the Issue by the Company;
(m) the Company shall appoint a compliance officer in relation to compliance with various laws, rules and regulations and other directives issued by SEBI from time to time and shall also attend to matters relating to investor complaints;
(n) the Company shall comply with corporate governance norms required under the listing agreement with BSE;
(o) approval of the Lead Manager’ internal commitment committees; and
(p) absence of any of the events referred to in Clause 16.6sales occur.
Appears in 1 contract
Sources: Issue Agreement