OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Company and the Selling Shareholders shall not, without the prior written approval of the Lead Managers, (i) file the DRHP, the RHP or the Prospectus, with SEBI, the Stock Exchanges, the RoC or any other Governmental Authority, or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewith. 2.2 The Company shall, in consultation with the Lead Managers, decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation Price, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date, and any revisions thereto. Any such terms, including any revisions thereto, shall be conveyed in writing (along with a certified true copy of the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) by the Company to the Lead Managers. 2.3 The allocation and Basis of Allotment shall be finalized by the Company and the Selling Shareholders in consultation with the Lead 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 and the Selling Shareholders in consultation with the Lead Managers, in accordance with Applicable Law. 2.4 The Company, in consultation with the Lead Managers, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC. 2.5 The Company shall take all such steps, in consultation with the Lead Managers, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law. 2.6 The Company shall, in consultation with the Lead Managers, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable Law, and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law. Each of the Selling Shareholders shall, jointly and severally, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling Shareholder. 2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable. 2.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in the Offer, in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto. 2.9 The Company undertakes that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreement. 2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority. 2.11 The Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation to the Company and the BRLMs; provided that (a) to the extent such withdrawal from the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares. 2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue. 2.13 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead Managers, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies or its Affiliates; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer.
Appears in 2 contracts
Samples: Offer Agreement, Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Company and the Selling Shareholders shall not, without the prior written approval of the Lead Managers (other than the Lead Managers, if any, with respect to which this Agreement has been terminated), (i) file the DRHP, the RHP or the Prospectus, with SEBI, the Stock Exchanges, the RoC or any other Governmental Authority, or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewith.
2.2 The Company shall, in consultation with the Lead Managers, decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation Price, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date, and any revisions thereto. Any such terms, including any revisions thereto, shall be conveyed in writing (along with a certified true copy of the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) by the Company and the Selling Shareholders to the Lead Managers.
2.3 The All allocation and Basis of Allotment shall be finalized by the Company and the Selling Shareholders in consultation with the Lead 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 and the Selling Shareholders in consultation with the Lead Managers, in accordance with Applicable Law.
2.4 The Company, in consultation with the Lead Managers, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be required or requested by the Company and/or the Lead Managers (a) in relation to its respective Offered Shares, as may be applicable, and (b) in relation to disclosures required in respect of itself and its Offered Shares or as required for under the purpose of SEBI ICDR Regulations to facilitate the Offer under Applicable Lawprocess. The Company shall, in consultation with the Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 The Company shall take all such steps, in consultation with the Lead Managers, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead Managers, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, dispatch of refund ordersorders and refund application monies, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable LawLaw and in terms of the modes described in the RHP and Prospectus read with the GID, and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severallyshall, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion finalisation of the Offer within the timelines set forth under Applicable LawOffer. Each of the Selling Shareholders shall, jointly and severally, shall be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any a Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling Shareholder.
2.7 The Company undertakes that the funds required for making refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be is undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, Offer in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation cooperation, to the extent required under Applicable Law or is necessary, and in relation to their respective portion of the Offered Shares, as required or requested by the Company and/or the BRLMs Lead Managers in relation to the Offered Shares, as may be applicable.
2.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Further, the Company will make an application to obtain authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in the Offer, in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar Registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes and Selling Shareholders agree that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreement.
2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority.
2.11 The . Each of the Selling Shareholders shall, severally and not jointly, be responsible to pay, or reimburse, as the case may increase or reduce his/her be, only to the extent of their respective portion of the Offered Shares, any interest for such delays in making refunds in accordance with Clause 18. For the avoidance of doubt and subject to Applicable Law, a Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or withdraw from omission of such Selling Shareholder. Provided where refunds to Anchor Investors are to be made through electronic transfer of funds, a suitable communication shall be sent to the Offer for Sale only applicant by the Registrar, in accordance with Applicable Law, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.
2.10 Each Selling Shareholder may change the number of Offered Shares offered by it between the date of filing of the DRHP and the confidential filing of the updated draft red xxxxxxx prospectus with SEBI (“UDRHP”) after prior consultation with and prior written intimation to the Company and prior consultation with the BRLMs; Lead Managers, provided that (a) to the extent such withdrawal from the Offer, or increase or reduction in the cumulative number of Offered Shares would require a re-sold by the Selling Shareholders remains the same. Provided that, after filing of the Draft Red Xxxxxxx Prospectus in terms UDRHP with SEBI, none of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce change the number of its Offered SharesShares without prior written consent of the Company and the Lead Managers.
2.12 2.11 The Parties agree that under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories in consultation pursuant to discussion with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders.
2.12 The Company acknowledges and agrees that the Equity Shares have not been, and only thenwill not be, towards registered under the balance Fresh Issue.
2.13 The Company U.S. Securities Act, and each 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 Selling ShareholdersU.S. Securities Act and applicable state securities laws and accordingly, severally the Equity Shares, will be offered and not jointly, acknowledge and agree that sold in the Lead Managers shall have United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the right but not U.S. Securities Act) in transactions under the obligation U.S. Securities Act pursuant to withhold submission of any Section 4(a) of the Offer Documents or related documentation to SEBIU.S. Securities Act, and outside the RoC or United States in offshore transactions without any directed selling efforts in compliance with Regulation S under the Stock Exchanges, or any other Governmental Authority, as applicable, in U.S. Securities Act and the event that any information or documents requested by applicable laws of the Lead Managers, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies or its Affiliates; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offerjurisdiction where those offers and sales are made.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS.
2.1 The Offer will be managed by the Book Running Lead Managers in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure A.
2.2 During the term of this Agreement, the Company and and/or the Selling Shareholders shall not, without the prior written approval of the Book Running Lead Managers, (i) file any of the DRHP, Offer Documents with the RHP or the Prospectus, with SEBI, either of the Stock Exchanges, the RoC Registrar of Companies or any other Governmental Authority, or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewithAuthority whatsoever.
2.2 2.3 The Company shallthrough the IPO Committee, in consultation with the Book Running Lead Managers, shall decide the terms of the Offer, including the Bid/Offer Period, the Price Band, including any revisions thereof, the Anchor Investor Portion, the Anchor Investor Bid/Offer Period, and any revisions thereof. The Anchor Investor Allocation Price, the Offer Price and the Anchor Investor Offer Price, Offer Priceincluding any revisions, discountmodifications and amendments thereof, and any revisions thereto; and along shall be decided by the Company through the IPO Committee in consultation with the Selling ShareholdersBook Running Lead Managers in accordance with Applicable Law. The Company through the IPO Committee, in consultation with the Book Running Lead Managers, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date, and any revisions thereto. Any such termsAnchor Investor Portion, including any revisions theretothereof, in accordance with Applicable Law. Furthermore, subject to the foregoing, each of these decisions shall be taken by the Company, in consultation with the Book Running Lead Managers, through its IPO Committee and shall be conveyed in writing (along with a certified true copy of to the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) Book Running Lead Managers by the Company in relation to any of the Lead Managersabove. It is clarified that decisions by the IPO Committee for these matters shall be final and will represent the decision made on behalf of the Company.
2.3 The allocation 2.4 All allocations (except with respect to Anchor Investors) and the Basis of Allotment and Allotment of the Offered Shares shall be finalized by the Company and through the Selling Shareholders IPO Committee, in consultation with the Book Running Lead 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 and the Selling Shareholders Shareholders, in consultation with the Book Running Lead Managers, in accordance with Applicable Law. The Parties agree that in case of under-subscription in the Offer, Equity Shares up to 90% of the Fresh Issue (“Minimum Subscription”) will be issued prior to the sale of Equity Shares in the Offer for Sale, provided that post satisfaction of the Minimum Subscription, Equity Shares will be Allotted under the Offer for Sale in proportion to the Offered Shares being offered by the Selling Shareholders. For avoidance of doubt, it is hereby clarified that balance Equity Shares of the Fresh Issue (i.e., 10% of the Fresh Issue) will be offered only once the entire portion of the Offered Shares is Allotted in the Offer.
2.4 2.5 The Company shall ensure that all fees and expenses relating to the Offer required to be paid by the Company, shall be paid within the time prescribed under the agreements to be entered into with such persons, the Fee Letter, Clause 3.65 (Representations, Warranties and Undertakings by the Company and the Individual Promoter Selling Shareholder; Supply of Information and Documents by the Company and the Individual Promoter Selling Shareholder), Clause 18 (Fees and Expenses) of this Agreement and in consultation accordance with Applicable Law. Subject to Clause 18 (Fees and Expenses), and successful completion of the Offer, the Selling Shareholders shall be, severally and not jointly, liable to reimburse the Company for any Offer related expenses incurred by the Company on behalf of such Selling Shareholder, only to the extent of its respective Offered Shares, as per Applicable Law. Notwithstanding anything to the contrary in this Agreement, as regards the commercial terms in relation to the payment of fees and expenses to the Book Running Lead Managers, the terms in the Fee Letter shall prevail.
2.6 The Company shall make applications to the Stock Exchanges for in-principle listing of the Equity Shares and shall obtain in-principle listing approvals from each the Stock Exchanges before filing of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation Red Xxxxxxx Prospectus with the Lead Managers, RoC and designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing Exchange. Each of the RHP with Selling Shareholders shall severally and not jointly provide all support and extend cooperation as required or reasonably requested by the RoC.
2.5 Company to facilitate this process. The Company shall take all such steps, apply for final listing and trading approvals within the period required under Applicable Law or in consultation with the Book Running Lead Managers.
2.7 Each of the Company and the Selling Shareholders agree and undertake that they shall not access the funds raised through the Offer until receipt of final listing and trading approvals from the Stock Exchanges in relation to the Offer. The Company shall forthwith refund the funds raised through the Offer, together with any applicable interest, as are required under Applicable Law, to the Bidders if required to do so for any reason under Applicable Law, including due to failure to obtain listing or trading approval or failure to receive Minimum Subscription or pursuant to any direction or order of SEBI or any other Governmental Authority. The Company shall be liable to pay interest on such money, as required under Applicable Law, in the manner described in the Offer Documents. The Selling Shareholders, severally and not jointly, shall be liable to refund money raised in the Offer only to the extent of the Equity Shares offered by such Selling Shareholder in the Offer, together with any interest on such money, as required under Applicable Law, to the Bidder, provided that none of the Selling Shareholder shall be responsible to pay such interest unless such delay is caused solely by, or is directly attributable to, an act or omission of such Selling Shareholder in relation to its portion of the Offered Shares, and in such cases the Company shall be responsible to pay such interest. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf of any of the Selling Shareholders will be adjusted or reimbursed by such Selling Shareholder to the Company as agreed among the Company and the Selling Shareholders in writing, in accordance with Applicable Law.
2.8 The Company shall immediately take all necessary steps for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on at the Stock Exchanges within such period from the time prescribed Bid/Offer Closing Date as specified under Applicable Law.
2.6 The , and, in particular, the Company shallshall immediately take all necessary steps (including ensuring that requisite funds are made available to the Registrar to the Offer), in consultation with the Book Running Lead Managers, take such steps as are necessary to ensure the completion of Allotment and Allotment, dispatch of the Allotment Advice and Anchor Investor Allocation Notice, (including any revisions theretorevisions, thereof), the dispatch of Confirmation of Allotment Notes, if required, required and refund ordersorders to Anchor Investors and unblocking ASBA Accounts and the UPI Account in relation to other Bidders, as applicable, and unblocking of application monies per the modes described in the ASBA AccountsOffer Documents, within in any case, no later than the time limit prescribed under the Applicable LawLaw and, and in the event of failure to do so, the Company shall to pay interest to as required under Applicable Law and the Bidders as provided under the Companies Act or any other Applicable LawOffer Documents. In this regard, Each of the Selling Shareholders Shareholders, severally and not jointly, shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required under Applicable Law or requested by the Company and/or the Book Running Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law. Each of the Selling Shareholders this respect, which shall, jointly and severallyin any event, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only limited to the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling Shareholder’s Offered Shares and respective Selling Shareholder Statements.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 2.9 The Company shall register and obtain authentication on the SEBI Complaints Redress System (SCORES) prior to the grant of final listing approval by the Stock Exchanges, and set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Book Running Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support has, severally and extend reasonable cooperation as required or requested by not jointly, authorized the Compliance Officer of the Company and/ or and the Lead Managers for the purpose of redressal of such Registrar to deal with, on its behalf, any investor grievances received in the Offer, Offer in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders and shall severally provide such assistance and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, cooperation as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes that all fees and expenses relating to the Offer shall be paid under Applicable Law or requested by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Book Running Lead Managers in the Engagement Letter shall prevail over this Agreementregard.
2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority.
2.11 The Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation to the Company and the BRLMs; provided that (a) to the extent such withdrawal from the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Book Running Lead Managers shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or Registrar of Companies, the Stock Exchanges, Exchanges or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Book Running Lead Managers, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Book Running Lead Managers in a timely manner as requested by the Book Running Lead Managers or the information already provided to the Book Running Lead Managers is untrue, inaccurate or incomplete, by or is made available with unreasonable delay, by on behalf of (i) the Company, its SubsidiariesDirectors, Directorsits Promoters, Key Managerial Personnel, Senior Management, Promoters, Personnel and the Promoter Group, Group Companies or its Affiliates; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer.
2.11 The Company acknowledges and agrees that it has not registered and does not intend to register under the U.S. Investment Company Act.
2.12 The Company acknowledges and agrees that the Equity Shares and each of the Selling Shareholders acknowledges and agrees that its Offered 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, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares and Offered Shares, as applicable, may only be offered and sold (i) to persons in the United States or to, or for the account or benefit of, U.S. Persons, in each case that are both “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) and “qualified purchasers” (as defined under the U.S. Investment Company Act) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and in reliance upon section 3(c)(7) of the U.S. Investment Company Act; or (ii) outside the United States to investors that are not U.S. Persons nor persons acquiring for the account or benefit of U.S. Persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Company and the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs (other than the BRLM, (i) if any, with respect to which this Agreement has been terminated), file the DRHP, the RHP or the Prospectus, Offer Documents with SEBI, the Stock Exchanges, the RoC or any other Governmental Authority, Authority or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewith.
2.2 The Company shalland the Promoter Selling Shareholder, in consultation with the Lead ManagersBRLMs, shall decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation Price, the Anchor Investor Offer Price, the Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date (including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bidding Date), and including any revisions theretothereof. Any such terms, including any revisions theretothereof, shall be conveyed in writing writing, (along with a certified true copy of the relevant resolution passed by the Board of Directors or the IPO CommitteeBoard/authorized board committee), as applicable) in each case by the Company and the Promoter Selling Shareholders to the Lead ManagersBRLMs.
2.3 The allocation All allocations (except with respect to Anchor Investors) and Basis of Allotment shall be finalized by the Company and the Selling Shareholders in consultation with the Lead Managers BRLMs 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 and the Selling Shareholders in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law.
2.4 The Company, in consultation with the Lead ManagersBRLMs, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable necessary support, documentation and cooperation as may be required or requested by the Company and/or the Lead Managers BRLMs solely in relation to its respective the Offered Shares or Shares, as required for the purpose of the Offer under Applicable Lawmay be applicable. The Company shall, in consultation with the Lead ManagersBRLMs, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.SEBI.
2.5 The Company shall take all such stepsCompany, in consultation with the Lead ManagersBRLMs, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead Managers, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, dispatch of refund ordersorders and refund of application monies, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable LawLaw and as per the modes described in the RHP and Prospectus, and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Promoter Selling Shareholders Shareholder shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers BRLMs in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable LawOffer, as may be applicable. Each of the The Selling Shareholders shall, jointly severally and severallynot jointly, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only solely to the extent it relates to their respective portion of its respective the Offered Shares. For , provided that the avoidance of doubt and subject to Applicable Law, any Selling Shareholder Shareholders shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such the Selling Shareholder.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the ProspectusShareholders. The Company further undertakes that the funds, information and documents document in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and cooperation as required or requested by the Company and/or the BRLMs solely in relation to the Offered Shares, as may be applicable.
2.6 The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the timelines prescribed under Applicable Law. In this regard, the Selling Shareholders shall extend reasonable such necessary support, documentation and cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 2.7 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers BRLMs and in compliance with the Applicable LawLaw including SEBI circular no. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in the OfferCIR/OIAE/1/2013 dated April 17, 2013 in relation to its respective portion the redressal of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Sharesgrievances through SCORES. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 thereto prior to filing of the Draft Red Xxxxxxx Prospectus. The Selling Shareholders authorize the Company undertakes that all fees and expenses relating to deal with any investor grievances on their behalf in connection with the Offer shall be paid and undertake to provide support and cooperation as required or requested by the Company and/ or the BRLMs for the purpose of redressal of investor grievances, solely in relation to itself and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this AgreementOffered Shares.
2.10 2.8 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from money raised in the Offer, including the Offer for Sale, until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, or due to failing to receive minimum subscription of 90% of the Fresh Issue, due to failing to receive listing permission within the time period specified by under Applicable Law Law, or under any direction or order of SEBI or any other Governmental Authority.
2.11 2.9 The rights and obligations of the Book Running Lead Managers under this Agreement are several and not joint. For the avoidance of doubt, none of the Book Running Lead Managers are responsible for the actions or omissions of any of the other Book Running Lead Managers. Further, it is clarified that the rights and obligations of the Company and the Selling Shareholders may increase or reduce his/her portion under this Agreement shall except as expressly contained herein, in respect of Promoter Selling Shareholder, be several and not joint and none of the Offered Shares, Investor Selling Shareholder shall be responsible for the actions or omissions of the Company or any other Selling Shareholder.
2.10 No Selling Shareholder shall withdraw from the Offer or increase or reduce the number of Offered Shares offered by it resulting in a change in the aggregate size of the Offer for Sale only Sale, after prior consultation filing of the DRHP with and SEBI, without prior written intimation to the Company Company, the other Selling Shareholders and the BRLMs; provided BRLMs such that (a) to the extent BRLMs can intimate SEBI, the Stock Exchanges or the RoC, as applicable, of such withdrawal from withdrawal/ alteration of the Offersize of the Offer for Sale. If required, or withdraw the DRHP filed with SEBI. Provided that, where such withdrawal, increase or reduction would result in a change in the number of Offered Shares would require a re-filing aggregate size of the Draft Red Xxxxxxx Prospectus in terms Offer for Sale by 50% or more, prior written consent of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not would be unreasonably withheld), and (b) after required. After the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce reduction the number of its Offered SharesShares without prior written consent from the Company and the BRLMs.
2.12 2.11 The Parties agree that under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories in consultation pursuant to discussion with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made (i) in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids , next (ii) the Offered Shared will be Allotted, in the Offer, proportion to the Allotment for the balance valid Bids will be made pro rata towards number of Equity Shares offered by each Selling Shareholder in a pro-rata manner and (iii) once Equity Shares have been Allotted as per (i) and (ii), the Selling Shareholders, and only then, remaining Equity Shares will be allotted towards the balance Fresh Issue.
2.13 2.12 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers BRLMs shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead ManagersBRLMs, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, BRLMs or is made available with unreasonable delay, by (i) the Company, its Subsidiaries, Directorsits Joint Venture, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies its Directors or its AffiliatesPromoter; or (ii) members of the Promoter Group; or (iii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer.Group Company
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The 4.1 During the term of the Agreement, neither the Company and nor the Selling Shareholders shall notshall, without the prior written approval of the Book Running Lead Managers, Managers (i) file the DRHP, the RHP or the Prospectus, Prospectus with SEBI, the Stock Exchanges, the RoC or any other Governmental Authority, ; or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewithMaterial, the CAN or the Allotment Advice.
2.2 4.2 The Company shallCompany, in consultation with the Book Running Lead Managers, shall decide the terms of the Offer, including the Price Bandincluding, the Anchor Investor Allocation Pricewithout limitation, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date (including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/ Offer Date, and any revisions thereto. Any such terms), including any revisions theretothereof and/ or reservations (if any) in accordance with Applicable Law. The Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, shall be conveyed in writing decide the Price Band, including any revisions thereof, and retail and/or employee discount (along with a if any). A certified true copy of the relevant resolution passed by the Board of Directors or Directors/ IPO Committee of the IPO CommitteeCompany, as applicable) , in respect of any such terms, including any revisions thereof, shall be provided by the Company to the Book Running Lead Managers.
2.3 4.3 The allocation and Basis of Allotment (except in relation to Anchor Investors) shall be finalized by the Company and the Selling Shareholders in consultation with the Book Running Lead 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 and the Selling Shareholders in consultation with the Book Running Lead Managers, in accordance with Applicable Law.
2.4 4.4 The Company, in consultation with the Book Running Lead Managers, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Book Running Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 The Company SEBI. Each Selling Shareholder, severally and not jointly, shall take all extend such stepssupport, in consultation with the Lead Managers, documentation and cooperation as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed required under Applicable LawLaw or reasonably requested by the Company and/or the Book Running Lead Managers solely to the extent of such Selling Shareholder’s Offered Shares and its Selling Shareholder Statements.
2.6 4.5 The Company shall, in consultation with the Book Running Lead Managers, take such steps as are necessary (including ensuring that requisite funds are made available to the Registrar to the Offer) to ensure the completion of Allotment and prompt dispatch of the CAN and Allotment Advice and Anchor Investor Allocation NoticeAdvice, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable Law, and in the event of failure to do soprovide refunds within the time period prescribed under Applicable Law, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the each Selling Shareholders Shareholder, severally and not jointly, shall jointly and severally, provide all reasonable support and extend reasonable cooperation cooperation, to the extent of its respective portion of the Offered Shares, as required under Applicable Law or reasonably requested by the Company and/or the Book Running Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law. Each Selling Shareholder shall, severally and not jointly, and only to the extent of its respective portion of the Selling Shareholders shall, jointly and severallyOffered Shares, be responsible to pay, or reimburse, as the case may be, in the proportion that the size of its respective portion of Offered Shares in the Offer for Sale bears to the total size of the Offer, any interest for such delays in making refunds only to in accordance with Applicable Law in the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, event any Selling Shareholder shall not be responsible to pay delay in making such interest unless such delay has been refund is caused solely by, and is directly attributable to to, an act or omission of such Selling Shareholder; in all other cases where the delay is not caused solely by and is directly not attributable, to any Selling Shareholder, the Company shall solely be responsible to pay such interest.
2.7 4.6 The Company undertakes that all the steps will be taken, in consultation with the Book Running
4.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice the CAN will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information information, and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, each Selling Shareholder shall, severally and not jointly, to the Selling Shareholders shall provide all reasonable extent necessary, extend such support and extend reasonable cooperation with respect to information and documents and as required under Applicable Law or reasonably requested by the Company and/or the BRLMs Book Running Lead Managers in relation to its respective portion of the Offered Shares, as may be applicable.
2.8 4.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Book Running Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable Shareholder, severally and not jointly, shall extend such support and extend reasonable cooperation as required under Applicable Law or reasonably requested by the Company and/ or the Book Running Lead Managers for the purpose of redressal of such investor grievances, solely to the extent such grievances received in the Offer, in relation relate to its their respective Selling Shareholder Statements and their respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the The Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) as per SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013, as amended from time to time. Each Selling Shareholder has, severally and not jointly, authorized the Company to deal with, on behalf of itself, any amendments theretoinvestor grievance received in the Offer by the respective Selling Shareholder.
2.9 4.9 The Company undertakes Parties agree and acknowledge that all fees and expenses expenses, 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 relating to the Offer shall be paid by the Company and the Selling Shareholders borne in accordance with Clause 18 of this Agreement. Notwithstanding anything 20, read with Clause 18.2.
4.10 The Company undertakes and agrees that it shall not access or have recourse to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers money raised in the Engagement Letter Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall prevail over this Agreement.
2.10 be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company Selling Shareholders, severally and the Selling Shareholders undertake and not jointly, agree that they shall not access or have recourse to their respective portions of the proceeds from of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, or failing to receive minimum subscription of 90% of the Fresh Issue, or failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority.
2.11 The . Each Selling Shareholders may increase or reduce his/her Shareholder shall, severally and not jointly, and only to the extent of their respective portion of the Offered Shares, be responsible to pay, or reimburse, as the case may be, in the proportion that the size of its respective portion of Offered Shares in the Offer for Sale bears to the total size of the Offer, any interest for such delays in making refunds in accordance with Applicable Law in the event any delay in making such refund is caused solely by, and is directly attributable, to an act or omission of such Selling Shareholder; in all other cases where the delay is not solely caused by, and is not attributable to, any Selling Shareholder, the Company shall solely be responsible to pay such interest.
4.11 The Selling Shareholders may, prior to the date of filing of the Red Xxxxxxx Prospectus, increase or reduce the size of their respective portion of the Offered Shares in the Offer for Sale or withdraw from the Offer for Sale Offer, only after prior consultation with and prior written intimation notification to the Company and the BRLMsBook Running Lead Managers; provided that (a) to the extent such withdrawal a Selling Shareholder may withdraw from the Offer, or increase or reduction reduce the size of its portion of the Offered Shares in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR RegulationsOffer for Sale, the Selling Shareholders shall make such change only after with prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares.consultation and
2.12 4.12 The Parties agree that under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of the Company and the Selling Shareholders, in consultation with the Book Running Lead Managers and the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for ,
(a) Such number of Equity Shares will first be Allotted by the Company such that 90% of the Fresh Issue and compliance with Rule 19(2)(bportion is subscribed;
(b) Once the Equity Shares have been Allotted as per (a) above, such number of Offered Shares offered by each of the Securities Contracts (Regulation) RulesSelling Shareholders, 1957, the Allotment for the valid Bids will be made Allotted, in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made same pro rata towards proportion as the Equity Shares offered by the Selling Shareholders, in the Offer for Sale; and
(c) Once Equity Shares have been allotted as per (a) and only then(b) above, such number of Equity Shares will be allotted by the Company towards the balance 10% of the Fresh IssueIssue portion.
2.13 4.13 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Book Running Lead Managers shall have the right but not the obligation to withhold submission of any of the Offer Documents or other documentation related documentation to the Offer to SEBI, the RoC or RoC, the Stock Exchanges, Exchanges or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Book Running Lead ManagersManagers in accordance with the terms of this Agreement, the or requested by SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Book Running Lead Managers in accordance with the terms of this Agreement, without unreasonable delay on such request by the Book Running Lead Managers or the information already provided to the Book Running Lead Managers is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) by or on behalf of the Company, Company or its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies Directors or its Affiliates; or (ii) by any Selling Shareholder, to the extent that such information relates to such Selling Shareholder Shareholder’s Statements or its Offered Shares.
4.14 The Company and the Selling Shareholders acknowledge and agree 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, or in a transaction not subject to, the registration requirements of the Securities Act and accordingly, the Equity Shares and the respective portion of the Offered Shares, as applicable, will be offered and sold in the United States, to non-
4.15 Each Book Running Lead Manager, severally and not jointly, 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, or in connection with a transaction not subject to, the Offer.registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold in the United States to U.S. QIBs (who are also QPs) in transactions exempt from the registration requirements of the U.S. Securities Act) in reliance upon Section 3(c)(7) of the U.S. Investment Company Act, and outside the United States to investors who are not
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Company and the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs (other than the BRLM, if any, with respect to which this Agreement has been terminated), (i) file the DRHP, the RHP or the Prospectus, with SEBI, the Stock Exchanges, the RoC or any other Governmental Authority, or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewithMaterial.
2.2 The Company Company, the Promoter Selling Shareholders and the Investor Selling Shareholders shall, in consultation with the Lead ManagersBRLMs and in accordance with Applicable Law, decide the terms of the Offer, including the Price BandBand (and discounts, if any), the Offer Price, the Anchor Investor Allocation Price, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date (including the Bid/ Offer Closing Date applicable to Qualified Institutional Buyers and the Anchor Investor Bidding Date), and any revisions thereto. Any such terms, including any revisions thereto, shall be conveyed in writing (along with with, where and as applicable, a certified true copy of the relevant resolution passed by the Board of Directors or a duly authorised committee of the IPO Committee, as applicableBoard of Directors) by the Company to the Lead ManagersSelling Shareholders and the BRLMs. It is clarified that the BRLMs shall be entitled to presume that such decision is the final agreement between the Company and the Selling Shareholders on the subject matter.
2.3 The allocation All allocations and Basis of Allotment shall be finalized by the Company Company, the Promoter Selling Shareholders and the Investor Selling Shareholders Shareholders, in consultation with the Lead Managers BRLMs, the Registrar to the Offer 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 and the Selling Shareholders in consultation with the Lead Managers, in accordance with Applicable Law.
2.4 The Company, in consultation with the Lead ManagersBRLMs, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Book Running Lead Managers in relation to its respective portion of the Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company Company, the Promoter Selling Shareholders and the Investor Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 The Company shall take all such steps, in consultation with the Lead ManagersBRLMs, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead ManagersBRLMs, take such steps (including ensuring that requisite funds are made available to the Registrar) as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable LawLaw and as per the modes described in the RHP and Prospectus, and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law. Each of the Selling Shareholders shall, jointly and severally, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any each Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling Shareholder.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to timely finalisation of the Offered SharesOffer, as may be applicable, to the extent such reasonable support and cooperation is in relation to such Selling Shareholder and its respective Offered Shares.
2.8 2.7 The Company shall set up an investor grievance redressal system to redress all Offer related grievances grievances, including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and Mechanism, in compliance with the Applicable Law. Further, the Company has initiated all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto and shall comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 (including any amendments thereto) in relation to redressal of investor grievances through SCORES. Each of the Selling Shareholders Shareholders, severally and not jointly, undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers BRLMs for the purpose of redressal of such investor grievances received in the Offergrievances, solely in relation to itself and its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer Compliance Officer of the Company and the registrar Registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 2.8 The Company undertakes and agrees that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreement.
2.10 The Company and the Selling Shareholders undertake and agree that they it shall not access or have recourse to the proceeds from the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. Each of the Selling Shareholders, severally and not jointly, undertake and agree that they shall not access or have recourse to the proceeds from the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company and each of the Selling Shareholders, severally and not jointly, further agrees agree that it they shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, or failing to receive minimum subscription of 90% of the Fresh Issue, or the Equity Shares failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority. It is clarified that each of the Selling Shareholders shall, severally and not jointly, be liable to refund money raised in the Offer together with any interest for delays in making refunds as per Applicable Law, only to the extent of its respective portion of Offered Shares. Notwithstanding the foregoing, no liability to make any payment of interest shall, accrue on any Selling Shareholder and such interest shall be borne by the Company unless any delay of the payments to be made hereunder, or any delay in obtaining listing and/or trading approvals or any approvals in relation to the Offer is solely and directly attributable to an act or omission of such Selling Shareholder.
2.11 The 2.9 No Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or Shareholder shall withdraw from the Offer after filing of the DRHP with SEBI or increase or reduce the number of Offered Shares offered by it, in either case, where such withdrawal or increase or decrease is not resulting in a change in the aggregate size of the Offer for Sale only after prior consultation with and or the Offer Size by 50% or more, without prior written intimation to the Company and the BRLMs; provided that (a) , to enable the extent BRLMs to intimate SEBI, the Stock Exchanges or the RoC, as applicable, of such withdrawal/ alteration of the size of the Offer for Sale. Any withdrawal from the Offer, or increase or reduction decrease in the number of Offered Shares would require offered by the Selling Shareholders until the filing of the RHP, which result in a change in the aggregate size of the Offer for Sale or the Offer Size by 50% or more, and thereby requiring a re-filing of the Draft Red Xxxxxxx Prospectus DRHP in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after will require prior written consent from of the Company and the BRLMs (which consent shall not be unreasonably withheld)BRLMs. Provided that, and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered SharesShares without prior written consent of the Company and the BRLMs.
2.12 2.10 The Parties agree that under-subscriptionInvestor Selling Shareholders and the Individual Selling Shareholders has authorized the Registrar to the Offer and the BRLMs to perform all necessary acts as permitted under the SEBI ICDR Regulations in relation to the Offer for Sale in compliance with Applicable Laws and in accordance with the provisions of the Offer Agreement, if anyand any other Offer related documents executed in relation to the Offer, in any category would be allowed the form and manner agreeable to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. it;
2.11 In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the following order:
(i) In the first instance towards subscription for 90% of the Fresh Issue. .
(ii) If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata made: (a) first towards Equity Shares offered by the Investor Selling Shareholders in proportion to the Offered Shares being offered by the Investor Selling Shareholders; (b) secondly, towards Equity Shares offered by the Promoter Selling Shareholders and Individual Selling Shareholders in proportion to the Offered Shares being offered by the Promoter Selling Shareholders and Individual Selling Shareholders; (c) only thenafter the sale of all of the Offered Shares, towards the balance Fresh Issue.
2.13 2.12 The Company acknowledges and agrees that the Equity Shares, and each of the Selling Shareholders, severally Shareholders acknowledges and not jointly, acknowledge and agree agrees that the Lead Managers shall have the right but not the obligation to withhold submission of any its respective portion of the Offer Documents Offered Shares, have not been and will not be registered under the U.S. Securities Act and, unless so registered, may not be offered or related documentation sold within the United States, except pursuant to SEBIan exemption from, or in a transaction not subject to, the RoC or registration requirements of the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead ManagersU.S. Securities Act and applicable state securities laws; accordingly, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by Equity Shares are only being offered and sold (i) outside the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies or its AffiliatesUnited States in “offshore transactions” as defined in and in compliance with Regulation S and the applicable laws of the jurisdictions where those offers and sales are made; or and (ii) any Selling Shareholder, in the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) under Section 4(a) of the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the OfferU.S. Securities Act.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Offer will be managed by the BRLMs through book building process prescribed under the SEBI ICDR Regulations, in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure B.
2.2 The Company and and/or the Selling Shareholders shall not, during the subsistence of this Agreement, without the prior written approval of the Lead ManagersBRLMs, (i) file any Offer Documents with the DRHP, the RHP or the Prospectus, with SEBI, the Stock ExchangesExchange(s), the RoC Registrar of Companies or any other Governmental AuthorityAuthority whatsoever or make any offer relating to the Equity Shares that would constitute the Offer, or (ii) otherwise issue or distribute the Preliminary Offering Memorandumdistribute, the Final Offering Memorandum, the CAN, the Allotment Advice Offer Documents or any Supplemental Offer Material in connection therewithMaterials.
2.2 2.3 The Company shall, and the Selling Shareholders in consultation with the Lead ManagersBRLMs shall decide the Price Band, including any reservations thereof. The Company in consultation with the BRLMs shall decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation Price, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Bid/Offer Opening Date and Bid/ Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bidding Date, and any revisions thereof, and the final Offer Price, which shall be determined through the Book Building Process, including any revisions, modifications or amendments thereto. Any such terms, including any revisions thereto, shall be promptly conveyed in writing (along with a certified true copy of the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) by the Company to the Lead ManagersBRLMs. The final Offer Price, for the avoidance of doubt, shall be binding on all the Selling Shareholders. The Offer comprises of a reservation aggregating to ₹15 million for allocation and allotment to Eligible Employees of the Company (“Employee Reservation Portion”).
2.3 The allocation 2.4 All allocations and the Basis of Allotment (except with respect to Anchor Investors) and Allotments of the Equity Shares shall be finalized by the Company and the Selling Shareholders in consultation with the Lead Managers BRLMs 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 and the Selling Shareholders in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law.
2.4 The 2.5 Other than the listing fees, which shall be borne by the Company, the Selling Shareholders shall severally, and to the extent each of them is liable to pay, ensure that all costs, fees and expenses relating to the Offer, including the underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the SCSBs, BRLMs, syndicate members, legal advisors, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges and any other Governmental Authority, registrar fees and broker fees (including fees for procuring of applications), bank charges and any other agreed fees and commissions, as applicable, payable in consultation relation to the Offer shall be paid within the time prescribed under the agreements to be entered into with such persons, the Engagement Letter and in accordance with Applicable Law. All outstanding amounts payable to the BRLMs in accordance with the Lead Managersterms of the Engagement Letter shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. Subject to Applicable Law, upon the successful completion of the Offer, the Selling Shareholders agree that they shall severally, in proportion of their respective Offered Shares, reimburse the Company for any expenses incurred by the Company on behalf of the Selling Shareholders. All such amounts payable by the Selling Shareholders in relation to the Offered Shares shall be payable in terms of the provisions of the Cash Escrow and Sponsor Bank Agreement.
2.6 The Company shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle listing approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation Exchanges and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP Red Xxxxxxx Prospectus with the RoC.
2.5 RoC. The Company shall take undertakes that all such steps, in consultation with the Lead Managers, as are necessary steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on at the Stock Exchanges within the time prescribed under Applicable Law. The Selling Shareholders undertake to provide such reasonable support, information and documentation in relation to itself and extend reasonable cooperation as may be required by the Company to facilitate the process of listing the Equity Shares on the Stock Exchanges.
2.6 2.7 Each of the Company and the Selling Shareholders, severally and not jointly, undertake and agree that it shall not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges. The Company shalland the Selling Shareholders shall refund the money raised in the Offer, together with any applicable interest, to the Bidders if required to do so for any reason, including due to failure to obtain listing or trading approval or pursuant to any direction or order of Governmental Authority. The Company and the Selling Shareholders further undertake that they shall ensure that adequate funds required for making refunds shall be made available to the Registrar to the Offer.
2.8 The Company shall take all necessary steps for completion of necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within six Working Days of the Bid/Offer Closing Date, or such other time period as may be prescribed under Applicable Law, and, in particular, the Company shall immediately take all necessary steps (including ensuring that requisite funds are made available to the Registrar to the Offer/Refund Bank), in consultation with the Lead ManagersBRLMs, to ensure the completion of Allotment, dispatch of Allotment Advice, including any revisions, if required, and refund orders to Bidders, including Anchor Investors and including unblocking ASBA accounts in relation to ASBA bidders, in any case, no later than the time limit prescribed under Applicable Law and, in the event of failure to do so, to pay interest to Bidders as required under Applicable Law. The Company further undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within the time period prescribed under Applicable Law, including the UPI Circulars. The Selling Shareholders shall provide such support and assistance as required or requested by the Company, the BRLMs and/or under Applicable Law to facilitate the process of listing and commencement of trading of Equity Shares on the Stock Exchanges. Each Selling Shareholder shall provide all reasonable support and extend reasonable cooperation (a) as maybe reasonably required or requested by the Company and/or the BRLMs in this respect or (b) as required under Applicable Law to facilitate the process of listing the Equity Shares on the Stock Exchanges.
2.9 The Company shall take such steps as are necessary in consultation with the BRLMs, to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation NoticeCAN, including any revisions theretorevisions, if required, and refund ordersorders to the Anchor Investor and unblocking ASBA Accounts in relation to other applicants, as applicable, and unblocking of application monies per the modes prescribed in the ASBA AccountsOffer Documents, within in any case not later than the time limit prescribed under the Applicable Law, and in the event of failure to do so, the Company shall to pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation applicants as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law. Each of the Selling Shareholders shall, jointly and severally, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling Shareholder.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation co-operation as required or requested by the Company and/or the BRLMs in relation to this respect and shall reimburse, for the Offered Shares, as may be applicable.
2.8 The such interest and any other expense incurred by the Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Each on behalf of the Selling Shareholders undertakes with regard to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers interest for the purpose of redressal of such investor grievances received in the Offer, in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreementdelays.
2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund refund/ unblock the money raised in the Offer Offer, together with any interest, as applicable, applicable to the Bidders if required to do so for any reason, including, without limitation, under Applicable Law, failing due to receive the failure to obtain listing permission within the time period specified by Applicable Law or trading approval or under any direction or order of the SEBI or any other Governmental Authority.
2.11 The Selling Shareholders may increase or reduce his/her portion of the Offered Shares. It is hereby clarified that, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation subject to the Company and the BRLMs; provided that (a) to the extent such withdrawal from the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulationsobligations under Applicable Law, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), liable or responsible to pay interest unless such delay is solely and (b) after the filing directly attributable to an act or omission of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered SharesShareholder.
2.12 2.11 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category Company agrees and undertakes that: (i) refunds to/ unblock of unsuccessful bidders or combination dispatch of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will Advice shall be made in accordance with the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids methods described in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead Managers, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies or its AffiliatesDocuments; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer.and
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1
3.1 The Offer will be managed by the BRLMs in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure A.
3.2 During the term of this Agreement, the Company and the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs (other than a BRLM with respect to whom this Agreement has been terminated in accordance with Clause 20 of this Agreement), (i) file any Offer Documents with the DRHP, the RHP or the Prospectus, with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other Governmental AuthorityAuthority whatsoever or make any offer relating to the Equity Shares that would constitute the Offer, including any amendments, supplements, notices and corrigenda in connection therewith, or (ii) otherwise issue or distribute the Preliminary Offering Memorandumdistribute, the Final Offering Memorandum, the CAN, the Allotment Advice Offer Documents or any Supplemental Offer Material in connection therewithMaterials.
2.2 3.3 The Company shallCompany, in consultation with the Lead ManagersBRLMs and subject to Applicable Law, the Selling Shareholders, shall decide the terms of the Offer, including the Price BandBid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the qualified institutional buyers and the Anchor Investor Allocation Price, the Anchor Investor Bid/Offer Price, Offer Price, discountPeriod, and any revisions thereto; and along with thereof, the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date, and any revisions thereto. Any such termsPrice Band, including any revisions theretothereof, retail discount (if any) and the final Offer Price, which shall be determined through the book building process prescribed under the SEBI ICDR Regulations, including any revisions, modifications or amendments thereto. Any revisions shall be promptly conveyed in writing (along with a certified true copy of the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) by the Company to the Lead Managers.
2.3 The allocation and Basis of Allotment shall be finalized by the Company and the Selling Shareholders to the BRLMs. It is clarified that the observer, if any, appointed by SB Investment Holdings (UK) Ltd (the “SoftBank Observer”) on the IPO Committee, shall have the right to attend all meetings of the IPO Committee as an invitee. Further, subject to Applicable Law, the SoftBank Observer shall have the right to be consulted regarding the terms of the Offer and on any resolution regarding the terms of the Offer, including but not limited to the pricing of the Equity Shares in the Offer, the size, structure, and timing of the Offer, which shall be passed by the IPO Committee/ Board, as applicable.
3.4 The allocation and the Basis of Allotment (except with respect to Anchor Investors) shall be finalized by the Company, in consultation with the Lead Managers BRLMs 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 and the Selling Shareholders Company, in consultation with the Lead ManagersBRLMs and subject to Applicable Law, the Selling Shareholders.
3.5 The Company and each of the Selling Shareholders, severally and not jointly, shall ensure that all fees and expenses relating to the Offer, as described in Clause 19, shall be paid within the time prescribed under the agreements to be entered into with such persons, the Engagement Letter, this Agreement and in accordance with Applicable Law.
2.4 3.6 The Company, in consultation with the Lead Managers, Company shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle listing approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation Exchanges and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP Red Xxxxxxx Prospectus with the RoC.
2.5 RoC. The Company shall take all such steps, in consultation with the Lead Managers, as are necessary steps for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on at the Stock Exchanges within 3 (three) Working Days of the Bid/Offer Closing Date, or such other time period as may be prescribed under Applicable Law.
2.6 The , and, in particular, the Company shallshall immediately take all necessary steps (including ensuring that requisite funds are made available to the Registrar to the Offer/Refund Bank), in consultation with the Lead ManagersBRLMs, take such steps as are necessary to ensure the completion of Allotment and Allotment, dispatch of the Allotment Advice and Anchor Investor Allocation NoticeAdvice, including any revisions theretorevisions, if required, and refund ordersorders to Bidders, as applicableincluding Anchor Investors and including unblocking ASBA accounts in relation to ASBA bidders, and unblocking of application monies in the ASBA Accountsany case, within no later than the time limit prescribed under the Applicable LawLaw and, and in the event of failure to do so, the Company shall to pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law.
3.7 Each of the Company and the Selling Shareholders, severally and not jointly, undertake and agree that it shall not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges. The Company shall refund the money raised in the Offer, together with any applicable interest, to the Bidders if required to do so for any reason, including due to failure to obtain listing or trading approval or pursuant to any direction or order of Governmental Authority or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents. The Company undertakes that it will ensure that adequate funds required for making refunds to unsuccessful Anchor Investors or dispatch of Allotment Advice and Confirmation of Allocation Note in accordance with the methods described in the Offer Documents, shall be made available to Link Intime India Private Limited, the Registrar to the Offer (“Registrar to the Offer”). Each of the Company and the Selling Shareholders shallShareholders, jointly severally and severallynot jointly, and only to the extent of their respective portion of the Offered Shares, shall pay interest on such money as required under Applicable Law, in the manner described in the Offer Documents; however, the Selling Shareholder shall be responsible liable to payrefund money raised in the Offer under this Clause 3.7, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to , together with any interest on such amount as per Applicable Law, any provided that in accordance with Applicable Law, the Selling Shareholder shall not be responsible to pay such interest or expenses unless such delay has been is caused solely and by, or is directly attributable to to, an act or omission of such Selling Shareholder in relation to the Offered Shares; in all other cases where the delay is not solely caused by, and is not attributable to, any Selling Shareholder.
2.7 The , the Company undertakes that shall solely be responsible to pay such interest. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the refunds Company on behalf of any of the Selling Shareholders to the extent of the Equity Shares offered by such Selling Shareholders in the Offer, will be adjusted or unblocking of application moniesreimbursed by the Selling Shareholders (severally and not jointly) to the Company, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per agreed among the modes described in the RHP Company and the Prospectus. The Company further undertakes that the funds, information and documents Selling Shareholders in this regard shall be made available to the Registrar to the Offerwriting, in accordance with Applicable Law.
3.8 The Company shall obtain authentication on the terms SEBI Complaints Redress System (SCORES) promptly after filing the DRHP and in consultation with the BRLMs and shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the Registrar Agreement, the Cash Escrow BRLMs and Sponsor Bank Agreement and in compliance with Applicable Law. In this regard, Each of the Selling Shareholders Shareholders, severally and not jointly, shall authorize the company secretary and compliance officer of the Company or any other official or employee of the Company authorised under Applicable Law, to deal with any investor grievances on their behalf in connection with the Offer and shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in the Offer, in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreement.
2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority.
2.11 The Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation to the Company and the BRLMs; provided that (a) to the extent such withdrawal from investor grievances pertain to the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, the respective Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its their respective Offered Shares.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 3.9 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers BRLMs shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents reasonably requested by the Lead Managers, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer BRLMs is not made available to by the Lead Managers Company, upon request by the BRLMs or the information already provided to the Lead Managers BRLMs is untrue, inaccurate or incomplete. The Selling Shareholders, or is made severally and not jointly, agrees to make available with unreasonable delay, by (i) the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies or its Affiliates; or (ii) any Selling Shareholder, to the extent Company and BRLMs such information, as may be reasonably requested by SEBI or any Government Authority, regarding them or in relation to their Offered Shares. It is hereby clarified that such the responsibility of the Selling Shareholders under this Clause 3.9 shall be limited to the information relates reasonably requested by the BRLMs with respect to such Selling Shareholder or its respective portion of the Offered Shares.
3.10 No Selling Shareholder shall increase or reduce the number of Equity Shares offered by it in connection the Offer without prior consultation with the Company and the BRLMs; and (ii) no Selling Shareholder shall increase or reduce the number of Equity Shares offered by it in the Offer such as would result in triggering the refiling requirement under the SEBI ICDR Regulations without the consent of the Company and the BRLMs. Notwithstanding (i) and (ii) of this clause 3.10, each of SB Investment Holdings (UK) Limited and B2 Capital Partners shall be permitted to increase or reduce the number of Equity Shares offered by them respectively or withdraw from the Offer entirely, in such a manner as would result in triggering the refiling requirement under the SEBI ICDR Regulations with prior intimation to the other Parties. It is clarified that no such consent or intimation will be required in the event of force majeure or termination of this Agreement. In the event of withdrawal by any of the Selling Shareholders from the Offer, the Company and/or the other Selling Shareholder(s) can proceed with the Offer, subject to all applicable regulatory conditions under Applicable Law being satisfied.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Offer will be managed by the BRLMs in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure A.
2.2 The Company and and/or any of the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs, (i) file the DRHPDraft Red Xxxxxxx Prospectus, the RHP Red Xxxxxxx Prospectus or the Prospectus, Prospectus with the SEBI, the any Stock ExchangesExchange, the RoC ROC or any other Governmental Authority, or (ii) as applicable, issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewithMaterials.
2.2 2.3 The Company shalland the Selling Shareholders, in consultation with the Lead ManagersBRLMs, shall decide the terms of the Offer, including the Bid/Offer Opening Date, the Anchor Investor Bid/Offer Period, Bid/Offer Closing Date and any revisions, modifications or amendments thereof. The Price Band, including any revisions, modifications or amendments thereof, discount (if any), the Anchor Investor Allocation Price, the Offer Price and the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date, and any revisions thereto. Any such terms, each including any revisions theretorevisions, modifications or amendments thereof shall be conveyed in writing (along with a certified true copy of the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) by the Company to the Lead Managers.
2.3 The allocation and Basis of Allotment shall be finalized decided by the Company and the Selling Shareholders in consultation with the BRLMs in accordance with Applicable Laws. Furthermore, subject to the foregoing, each of these decisions shall be taken by the Company, in consultation with the Book Running Lead Managers, through its Board of Directors or a duly constituted committee thereof and shall be conveyed in writing to the Book Running Lead Managers and Selling Shareholders by the Designated Company in relation to any of the above. The Selling Shareholders shall communicate its written consent to the above-mentioned Offer terms separately to the Company (with a copy to the Book Running Lead Managers).
2.4 All allocations (except with respect to Anchor Investors) and the Basis of Allotment and Allotment of the Offered Shares shall be finalized by the Company and the Selling Shareholders, in consultation with the BRLMs and the designated Stock Exchange, in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by at the discretion of the Company and the Selling Shareholders in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law. The Parties agree that in case the Offer is not fully subscribed, the Promoter Offered Shares shall first be allocated or transferred and subsequently the Offered Shares being offered by the Other Selling Shareholder will be allocated and transferred.
2.4 2.5 The Company, in consultation with the Lead Managers, Company shall make applications to the Stock Exchanges for in-principle listing of the Equity Shares and shall obtain in-principle listing approvals from each the Stock Exchanges before filing of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation Red Xxxxxxx Prospectus with the Lead Managers, RoC and designate one of the Stock Exchanges as the Designated designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 The Company shall take all such steps, in consultation with the Lead Managers, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead Managers, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable Law, and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable LawExchange. Each of the Selling Shareholders shallshall severally and not jointly provide all support and extend cooperation as required or reasonably requested by the Company to facilitate this process.
2.6 The Company and each of the Selling Shareholders, jointly severally and severallynot jointly, be responsible agree and undertake that they shall not access the money raised, , in the Offer until receipt of final listing and trading approvals of Equity Shares from the Stock Exchanges. The Company and the Selling Shareholders shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to paythe Bidders if required to do so for any reason under Applicable Laws, including due to failure to obtain listing or reimburse, as the case may trading approval or pursuant to any direction or order of SEBI or any other Governmental Authority. Each Selling Shareholder shall be, any interest for such delays severally and not jointly, liable to refund money raised in making refunds the Offer under this Clause 2.6, only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to , together with any interest on such amount as per Applicable Law, any . Provided that the Selling Shareholder Shareholders shall not be liable or responsible to pay such interest unless such delay has been caused is solely and directly attributable to an act or omission of such Selling Shareholder. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf of any of the Selling Shareholders will be adjusted or reimbursed by such Selling Shareholder to the Company as agreed among the Company and the Selling Shareholders in writing, in accordance with Applicable Law.
2.7 The Company undertakes that shall take all necessary steps for completion of necessary formalities for listing and commencement of trading of the refunds or unblocking Equity Shares at the Stock Exchanges within such period from the Bid/Offer Closing Date as specified under Applicable Law. Further, the Company shall take all necessary steps, in consultation with the BRLMs, to ensure the completion of application moniesAllotment, as applicable and dispatch of Allotment Advice Advice, including any revisions, if required, and refund orders to Anchor Investor Allocation Notice will be undertaken Investors and unblocking ASBA Accounts in relation to other Bidders, as per the modes described in the RHP Offer Documents, in any case, no later than the time limit prescribed under Applicable Laws and, in the event of failure to do so, to pay interest as required under Applicable Law and the ProspectusOffer Documents. The Company further undertakes that the fundsEach Selling Shareholder, information severally and documents in this regard shall be made available to the Registrar to the Offernot jointly, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required under Applicable Law or requested by the Company and/or the BRLMs in this respect, to the extent such support and cooperation is in relation to the such Selling Shareholder and its Offered Shares, as may be applicable.
2.8 The Company shall obtain authentication on the SCORES as per SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013 read with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021, as amended from time to time, prior to the filing of the Red Xxxxxxx Prospectus, and shall comply with the Applicable Law in this regard. The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers BRLMs and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by has authorized the Company and/ or Secretary and Compliance Officer of the Lead Managers for Company and the purpose of redressal of such Registrar to deal with, on its behalf, any investor grievances received in the Offer, Offer in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders and shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, provide such assistance as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary BRLMs in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreementregard.
2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority.
2.11 The Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation to the Company and the BRLMs; provided that (a) to the extent such withdrawal from the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 2.9 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers BRLMs shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead ManagersBRLMs, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers BRLMs immediately on request or the information already provided to the Lead Managers BRLMs is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, its Promoters and the Promoter Group, Group Companies or its Affiliates; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer.
2.10 The Company acknowledges and agrees that the Equity Shares and the Selling Shareholders acknowledges and agree that its Offered Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the 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 U.S. Securities Act and applicable state securities law. Accordingly, the 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 reliance on Rule 144A or another available exemption from the registration requirements under the U.S. Securities Act, and outside the United States in “offshore transactions” (as defined in Regulation S) in reliance on Regulation S and in accordance with the applicable laws of the jurisdiction where those offers and sales are made.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Company and the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs (other than the BRLM, (i) if any, with respect to which this Agreement has been terminated), file the DRHP, the RHP or the Prospectus, Offer Documents with SEBI, the Stock Exchanges, the RoC or any other Governmental Authority, Authority or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewith.
2.2 The Company shall, and the Selling Shareholders in consultation with the Lead Managers, BRLMs shall decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation Price, the Anchor Investor Offer Price, the Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date (including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bidding Date), and including any revisions theretothereof, retail and/ or employee reservation portion and discount (if any). Any such terms, including any revisions theretothereof, shall be conveyed in writing writing, (along with a certified true copy of the relevant resolution passed by the Board of Directors or the IPO CommitteeDirectors/authorized board committee), as applicable) in each case by the Company and the Selling Shareholders to the Lead ManagersBRLMs.
2.3 The allocation All allocations (except with respect to Anchor Investors) and Basis of Allotment shall be finalized by the Company and the Selling Shareholders in consultation with the Lead Managers BRLMs 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 and the Selling Shareholders in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law.
2.4 The Company, in consultation with the Lead ManagersBRLMs, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable necessary support, documentation and cooperation as may be required or requested by the Company and/or the Lead Managers BRLMs in relation to its respective the Offered Shares or Shares, as required for the purpose of the Offer under Applicable Lawmay be applicable. The Company shall, in consultation with the Lead ManagersBRLMs, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.SEBI.
2.5 The Company shall take all such stepsCompany, in consultation with the Lead ManagersBRLMs, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead Managers, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, dispatch of refund ordersorders and refund of application monies, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable LawLaw and as per the modes described in the RHP and Prospectus, and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers BRLMs in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable LawOffer, as may be applicable. Each of the The Selling Shareholders shall, jointly severally and severallynot jointly, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to refunds, provided that the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any Selling Shareholder Shareholders shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such the Selling Shareholder.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the ProspectusShareholders. The Company further undertakes that the funds, information and documents document in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 2.6 The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the timelines prescribed under Applicable Law. In this regard, the Selling Shareholders shall extend such necessary support, documentation and cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares.
2.7 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers BRLMs and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in the Offer, in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 . The Company Selling Shareholders undertakes that all fees to provide support and expenses relating to the Offer shall be paid cooperation as required or requested by the Company and/ or the BRLMs for the purpose of redressal of investor grievances, solely in relation to itself and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this AgreementOffered Shares.
2.10 2.8 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from money raised in the Offer, including the Offer for Sale, until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, or due to failing to receive minimum subscription of 90% of the Fresh Issue, due to failing to receive listing permission within the time period specified by under Applicable Law Law, or under any direction or order of SEBI or any other Governmental Authority.
2.11 The 2.9 No Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or shall withdraw from the Offer or increase or reduce the number of Offered Shares offered by it resulting in a change in the aggregate size of the Offer for Sale only Sale, after prior consultation filing of the DRHP with and SEBI, without prior written intimation to the Company Company, the other Selling Shareholders and the BRLMs; provided BRLMs such that the BRLMs can (a) to intimate SEBI, the extent Stock Exchanges or the RoC, as applicable, of such withdrawal from withdrawal/ alteration of the Offersize of the Offer for Sale, or and (b) if required, withdraw the DRHP filed with SEBI. Provided that, where such withdrawal, increase or reduction would result in a change in the number of Offered Shares would require a re-filing aggregate size of the Draft Red Xxxxxxx Prospectus in terms Offer for Sale by 50% or more, prior written consent of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not would be unreasonably withheld), and (b) after required. After the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce reduction the number of its Offered SharesShares without prior written consent from the Company and the BRLMs.
2.12 2.10 The Parties agree that under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories in consultation pursuant to discussion with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made (i) in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids , next (ii) the Offered Shared will be Allotted, in the Offer, proportion to the Allotment for the balance valid Bids will be made pro rata towards number of Equity Shares offered by each Selling Shareholder in a pro-rata manner and (iii) once Equity Shares have been Allotted as per (i) and (ii), the Selling Shareholders, and only then, remaining Equity Shares will be allotted towards the balance Fresh Issue.
2.13 2.11 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers BRLMs shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead ManagersBRLMs, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, BRLMs or is made available with unreasonable delay, by (i) the Company, its Subsidiaries, Directorsits Joint Venture, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies its Directors or its AffiliatesPromoter; or (ii) members of the Promoter Group; or (iii) any Group Company (iv) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder Shareholder(s) or its respective Offered Shares in connection with respect to the Offer.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Offer will be managed by the BRLMs in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure A.
2.2 The Company and and/or any of the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs, (i) file the DRHPDraft Red Xxxxxxx Prospectus, the RHP Red Xxxxxxx Prospectus or the Prospectus, Prospectus with the SEBI, the any Stock ExchangesExchange, the RoC or any other Governmental Authority, Authority or (ii) make any offer relating to the Equity Shares or otherwise issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material Materials. The Company and each of the Selling Shareholders authorize the BRLMs to circulate the Offer Documents to prospective investors in connection therewithcompliance with Applicable Law in any relevant jurisdiction.
2.2 2.3 The Company shallCompany, the Promoter Selling Shareholder and the Investor Selling Shareholder, in consultation with the Lead ManagersBRLMs, shall decide the terms of the Offer, including the Bid/Offer Period, the Anchor Investor Bid/Offer Period, any revisions thereof and the Anchor Allocation. The Price Band, including any revisions, modifications, or amendments, thereof, employee discount, the Anchor Investor Allocation Price, the Offer Price and the Anchor Investor Offer PricePrice shall be decided by the Company Promoter Selling Shareholder and the Investor Selling Shareholder in consultation with the BRLMs in accordance with Applicable Laws. Furthermore, Offer Pricesubject to the foregoing, discount, each of these decisions shall be taken by the Company through its Board of Directors or a duly constituted committee thereof and any revisions thereto; and along with the Selling Shareholders, shall decide in consultation with the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing DateBook Running Lead Managers, and any revisions thereto. Any such terms, including any revisions thereto, shall be conveyed in writing (along with a certified true copy of to the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) Book Running Lead Managers by the Company in relation to any of the above.
2.4 The allocation (except in relation to the Lead Managers.
2.3 The allocation and Anchor Investors), Basis of Allotment and Allotment of the Equity Shares shall be finalized by the Company and the Selling Shareholders Shareholders, in consultation with the Lead Managers BRLMs, the Registrar and the Designated Stock Exchange, in accordance with Applicable Law. Allocation to Anchor Investors, if any, Investors shall be made on a discretionary basis by the Company and the Selling Shareholders Shareholders, in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law.
2.4 2.5 The Company, in consultation with the Lead Managers, shall make applications to the Stock Exchanges for listing of the Equity Shares Company and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 The Company shall take all such steps, in consultation with the Lead Managers, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead Managers, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable Law, and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law. Each of the Selling Shareholders shall, jointly and severally, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling Shareholder.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in the Offer, in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes that all fees and expenses relating to the Offer Offer, as described in Clause 19 (“Fees and Expenses”), shall be paid by within the Company time prescribed under the agreements to be entered into with such persons, the Fee Letter, this Agreement and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to Applicable Law.
2.6 The Company agrees and undertakes that it shall not access the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers money raised in the Engagement Letter shall prevail over this Agreement.
2.10 The Company Offer, and each of the Selling Shareholders undertake Shareholders, severally and agree that not jointly, agrees and undertakes they shall not access or have recourse the money raised in the Offer for Sale to the proceeds from the Offer extent of its respective portion of Offered Shares, until the receipt of final listing and trading approvals are received from the Stock Exchanges, Exchanges until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, to the Bidders if required to do so for any reason, including, without limitation, reason under Applicable LawLaws, failing including due to receive failure to obtain listing permission within the time period specified by Applicable Law and trading approval or under pursuant to any direction or order of SEBI or any other Governmental Authority.
2.11 . The Company shall, pay interest on such money as required under Applicable Law, in the manner described in the Offer Documents; however, each Selling Shareholders may increase Shareholder shall be, severally and not jointly, liable to refund money raised in the Offer under this Clause 2.6, only to the extent of its respective portion of Offered Shares, together with any interest on such amount as per Applicable Law. No liability to make any payment of interest shall accrue to any Selling Shareholder unless any delay in making any of the payments hereunder or reduce his/her any delay in obtaining listing and/or trading approvals or any other approvals in relation to the Offer is solely attributable to such Selling Shareholder in relation to its portion of the Offered Shares. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf of any of the Selling Shareholders will be adjusted or withdraw from reimbursed by such Selling Shareholder to the Offer for Sale only after prior consultation with and prior written intimation to Company as agreed among the Company and the Selling Shareholders in writing, in accordance with Applicable Law. The Company shall immediately take all necessary steps for completion of necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such period from the Bid/Offer Closing Date as specified under Applicable Law, and, in particular, the Company shall immediately take all necessary steps (including ensuring that requisite funds are made available to the Registrar), in consultation with the BRLMs; provided that (a) , to ensure the completion of Allotment, dispatch of Allotment Advice, including any revisions, if required, and refund orders to Anchor Investors and unblocking ASBA Accounts in relation to other Bidders, as per the modes described in the Offer Documents, in any case, no later than the time limit prescribed under Applicable Laws and, in the event of failure to do so, to pay interest as required under Applicable Law and the Offer Documents. Each Selling Shareholder shall severally and not jointly provide support and cooperation as required under Applicable Law or requested by the Company and/or the BRLMs in this respect, to the extent such withdrawal from support and cooperation is in relation to such Selling Shareholder and its respective portion of the Offer, or increase or reduction in Offered Shares.
2.7 The Company shall obtain authentication on the number of Offered Shares would require a re-SEBI Complaints Redress System (SCORES) prior to filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI with SEBI and set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the SEBI ICDR Regulations, BRLMs and in compliance with Applicable Law. Each of the Selling Shareholders has severally and not jointly authorized the Company Secretary and Compliance Officer of the Company and the Registrar to deal with, on its behalf, any investor grievances received in the Offer solely in relation to its respective portion of the Offered Shares and shall make provide such change only after prior consent from reasonable assistance as required by the Company and the BRLMs (which consent shall not or all necessary assistance as may be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Sharesrequired under Applicable Law in this regard.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 2.8 The Company and each of the Selling ShareholdersShareholders (in relation to such Selling Shareholder and its respective portion of Offered Shares), severally and not jointly, acknowledge and agree that the Lead Managers BRLMs shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead ManagersBRLMs, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers BRLMs or the information already provided to the Lead Managers BRLMs is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, its Promoter Group, and Promoter Group Companies or its their Affiliates; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective portion of Offered Shares in connection with the Offer. Further, each of the BRLMs may, in their sole discretion, have the right to terminate its respective obligations under this Agreement or the Offer Documents with immediate effect.
2.9 In case of under-subscription in the Offer, Parties agree that subject to receiving minimum subscription for 90% of the Fresh Issue and complying with Rule 19(2)(b) of SCRR, allotment of Equity Shares shall be first made towards the Fresh Issue followed by transfer of/ sale of the Offered Shares in the Offer for Sale. Subject to compliance with Rule 19(2)(b) of the SCRR, the Parties agree that in the event of under-subscription, Allotment will be in the following order:
(a) such number of Equity Shares will first be Allotted by the Company such that 90% of the Fresh Issue portion is subscribed;
(b) next, such number of Offered Shares offered by the Investor Selling Shareholder will be Allotted;
(c) next, such number of Offered Shares offered by the Other Selling Shareholder will be Allotted;
(d) next, such number of Offered Shares offered by the Promoter Selling Shareholder will be Allotted; and
(e) finally, the balance 10% of the Fresh Issue portion will be Allotted. In the event any Equity Shares are not sold in the Offer for Sale on account of under- subscription, such unsold Equity Shares shall be subject to lock-in in accordance with the Draft Red Xxxxxxx Prospectus and applicable provisions of the SEBI ICDR Regulations.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Offer will be managed by the BRLMs in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure A.
2.2 Each of the Company and any of the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs, (i) file the DRHPDraft Red Xxxxxxx Prospectus, the RHP Red Xxxxxxx Prospectus or the Prospectus, Prospectus with the SEBI, the any Stock ExchangesExchange, the RoC or any other Governmental Authority, or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewith.
2.2 2.3 The Company shall, in consultation with the Lead Managers, decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation PriceBid/ Offer Opening Date, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and the Bid/ Offer Closing Date, the Anchor Investor Allocation Price (if applicable), reservation in the Offer (if any) and any revisions thereto. Any such termsthe Offer Price, including any revisions theretodiscounts, revisions, modifications or amendments thereof, shall be decided by the Company and the Selling Shareholders, in consultation with the BRLMs. For avoidance of doubt, such decisions of the Selling Shareholders in relation to the terms of the Offer shall be conveyed by the Selling Shareholders in writing to the Company and the BRLMs. Such terms shall be conveyed (along with a certified true copy copies of the relevant resolution resolutions passed by the Board of Directors or the IPO Committee, as applicable) by the Company to the Lead Managers.
2.3 BRLMs in writing with a copy to the Selling Shareholders. The allocation and Basis of Allotment and all allocations (except with respect to Anchor Investors), Allotment of Equity Shares made pursuant to the Offer shall be finalized by the Company and the Selling Shareholders in consultation with the Lead Managers BRLMs, the Registrar to the Offer and the Designated Stock Exchange, Exchange in accordance with Applicable LawLaws. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company and the Selling Shareholders in consultation with the Lead ManagersBRLMs, in accordance with Applicable LawLaws.
2.4 The Company, in consultation with the Lead ManagersBRLMs, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead ManagersBRLMs, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 The Company shall take all such steps, in consultation with the Lead Managers, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead Managers, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable Law, and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law. Each of the Selling Shareholders shall, jointly and severally, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling Shareholder.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in the Offer, in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes ensure that all fees and expenses relating to the Offer Offer, as described in Clause 18 (“Fees and Expenses”), shall be paid by within the Company time prescribed under the agreements to be entered into with such persons, the Engagement Letter, this Agreement and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this AgreementApplicable Laws.
2.10 2.6 The Company and each of the Selling Shareholders Shareholders, severally and not jointly, agree and undertake and agree that they shall not access or have recourse to the proceeds from money raised in the Offer until the receipt of final listing and trading approvals are received of Equity Shares from the Stock Exchanges, Exchanges until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, to the Bidders if required to do so for any reason, including, without limitation, reason under Applicable LawLaws, failing including due to receive failure to obtain listing permission within the time period specified by Applicable Law or under trading approval or pursuant to any direction or order of SEBI or any other Governmental Authority.
2.11 The governmental or statutory authority. Each of the Company and the Selling Shareholders may increase shall severally and not jointly, pay interest on such money as required under Applicable Laws, in the manner described in the Offer Documents; however, each Selling Shareholder shall be, severally and not jointly, liable to refund money raised in the Offer under this Clause 2.6, only to the extent of its respective Offered Shares, together with any interest on such amount as per Applicable Laws. No liability to make any payment of interest shall accrue to any Selling Shareholder unless any delay in making any of the payments hereunder or reduce his/her any delay in obtaining listing and/or trading approvals or any other approvals in relation to the Offer is solely attributable to such Selling Shareholder in relation to its portion of the Offered Shares. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf of any of the Selling Shareholders will be adjusted or withdraw from the Offer for Sale only after prior consultation with and prior written intimation reimbursed by such Selling Shareholder to the Company as agreed among the Company and each Selling Shareholder in writing, in accordance with Applicable Laws.
2.7 The Company shall immediately take all necessary steps for completion of necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such period from the Bid/Offer Closing Date as specified under Applicable Laws, or such other time period as may be prescribed under Applicable Laws, and, in particular, the Company shall immediately take all necessary steps (including ensuring that requisite funds are made available to the Registrar), in consultation with the BRLMs, to ensure the completion of Allotment, dispatch of Allotment Advice, including any revisions, if required, and refund orders to Anchor Investors and unblocking ASBA Accounts in relation to other Bidders, as per the modes described in the Offer Documents, in any case, no later than the time limit prescribed under Applicable Laws and, in the event of failure to do so, to pay interest as required under Applicable Laws and the BRLMs; provided that (a) Offer Documents. Each Selling Shareholder shall severally and not jointly provide support and cooperation as required under Applicable Laws or as reasonably requested by the Company and/or the BRLMs in this respect, to the extent such withdrawal from support and cooperation is in relation to such Selling Shareholder and its respective Offered Shares.
2.8 The Company shall obtain authentication on the Offer, or increase or reduction in the number of Offered Shares would require a re-SEBI Complaints Redress System (SCORES) prior to filing of the Draft Red Xxxxxxx Prospectus with SEBI and set up an investor grievance redressal system to redress all Offer related grievances including in terms of Schedule XVI relation to the UPI mechanism, to the satisfaction of the SEBI ICDR Regulations, BRLMs and in compliance with Applicable Laws. Each of the Selling Shareholders shall make such change only after prior consent from severally and not jointly to the extent necessary, provide reasonable support and cooperation as requested by the Company and for the BRLMs (which consent shall not be unreasonably withheld)purpose of redressal of any investor grievances received in the Offer, and (b) after the filing if any, solely in relation to its respective portion of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 2.9 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers BRLMs shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead ManagersBRLMs, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers BRLMs or the information already provided to the Lead Managers BRLMs is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the CompanyCompany Entities, its Subsidiaries, their Directors, Key Managerial Personnel, Senior Management, Promoters, their Promoter Group, and Promoter Group Companies or its their Affiliates; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective portion of the Offered Shares in connection with the Offer.
2.10 The Company acknowledges and agrees that the Equity Shares and each of the Selling Shareholders acknowledges and agrees that its portion of the Offered 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, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares), and the Equity Shares and Offered Shares, as applicable, will be offered and sold outside the United States in “offshore transactions” as defined in, and in reliance on, Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where such offers and sales are made.
2.11 In case of under-subscription in the Offer, Parties agree that subject to receiving minimum subscription for 90% of the Fresh Issue and complying with Rule 19(2)(b) of SCRR, allotment of Equity Shares shall be first made towards the Fresh Issue followed by transfer of/ sale of the Offered Shares in the Offer for Sale. Additionally, even if the minimum subscription for 90% of the Fresh Issue is achieved, the Allotment for the balance valid Bids will be made (i) firstly, towards the Offered Shares proportionately between the Investor Selling Shareholders; (ii) secondly, towards the remaining Equity Shares offered pursuant to the Fresh Issue; and (iii) lastly, towards the Offered Shares proportionately between the Promoter Selling Shareholders. In the event any Equity Shares are not sold in the Offer for Sale on account of under-subscription, such unsold Equity Shares shall be subject to lock-in in accordance with the Draft Red Xxxxxxx Prospectus and applicable provisions of the ICDR Regulations.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Offer will be managed by the BRLMs in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure A.
2.2 The Company and the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs (other than a BRLM with respect to whom this Agreement has been terminated in accordance with Clause 19 of this Agreement), (i) file any Offer Documents with the DRHP, the RHP or the Prospectus, with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other Governmental AuthorityAuthority whatsoever or make any offer relating to the Equity Shares that would constitute the Offer, including any amendments, supplements, notices and corrigenda in connection therewith, or (ii) otherwise issue or distribute the Preliminary Offering Memorandumdistribute, the Final Offering Memorandum, the CAN, the Allotment Advice Offer Documents or any Supplemental Offer Material in connection therewithMaterials.
2.2 2.3 The Company shall, and each of the Selling Shareholders in consultation with the Lead ManagersBRLMs, shall decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation Price, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Bid/Offer Opening Date and Bid/ Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bidding Date, and any revisions thereto. Any such termsthereof, the Price Band, including any revisions theretothereof, retail discount (if any) and the final Offer Price, which shall be determined through the Book Building Process, including any revisions, modifications or amendments thereto. Any revisions shall be promptly conveyed in writing (along with a certified true copy of the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) by the Company and the Selling Shareholders to the Lead ManagersBRLMs.
2.3 The allocation 2.4 All allocations and the Basis of Allotment (except with respect to Anchor Investors) and Allotments of the Equity Shares shall be finalized by the Company and the Selling Shareholders in consultation with the Lead Managers BRLMs 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 and the Selling Shareholders in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law. The Parties agree that in case of under-subscription in the Offer, Equity Shares up to 90% of the Fresh Issue (“Minimum Subscription”) will be issued prior to the sale of Equity Shares in the Offer for Sale, provided that post satisfaction of the Minimum Subscription, Equity Shares will be Allotted under the Offer for Sale in proportion to the Offered Shares being offered by the Selling Shareholders. For avoidance of doubt, it is hereby clarified that balance Equity Shares of the Fresh Issue (i.e., 10% of the Fresh Issue) will be offered only once the entire portion of the Offered Shares is Allotted in the Offer.
2.5 The Company and the Selling Shareholders, severally and not jointly, shall ensure that all fees and expenses relating to the Offer, as described in Clause 18, shall be paid within the time prescribed under the agreements to be entered into with such persons, the Engagement Letter, this Agreement and in accordance with Applicable Law.
2.4 2.6 The Company, in consultation with the Lead Managers, Company shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle listing approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation Exchanges and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP Red Xxxxxxx Prospectus with the RoC.
2.5 RoC. The Company shall take undertakes that all such steps, in consultation with the Lead Managers, as are necessary steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on at the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead Managers, take such steps as are necessary to ensure the completion of Allotment and dispatch . Each of the Allotment Advice Selling Shareholders, severally and Anchor Investor Allocation Noticenot jointly, including any revisions theretoundertake to provide such reasonable support, if required, refund orders, as applicable, information and unblocking of application monies documentation in the ASBA Accounts, within the time prescribed under the Applicable Law, and in the event of failure relation to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support itself and extend reasonable cooperation as may be required or requested by the Company and/or the Lead Managers Company, as required under Applicable Law in relation to its their respective Offered Shares, to facilitate the process of listing the Equity Shares for timely completion on the Stock Exchanges.
2.7 Each of the Company and the Selling Shareholders, severally and not jointly, undertake and agree that it shall not access the money raised in the Offer within until receipt of the timelines set forth under Applicable Lawfinal listing and trading approvals from the Stock Exchanges. The Company shall refund the money raised in the Offer, together with any applicable interest, to the Bidders if required to do so for any reason, including due to failure to obtain listing or trading approval or pursuant to any direction or order of Governmental Authority or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents. The Company undertakes that it will ensure that adequate funds required for making refunds to unsuccessful Anchor Investors or dispatch of Allotment Advice and Confirmation of Allocation Note in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. Each of the Company and the Selling Shareholders shallShareholders, jointly severally and severallynot jointly, be responsible to payshall pay interest on such money as required under Applicable Law, or reimbursein the manner described in the Offer Documents; however, as the case may Corporate Promoter Selling Shareholder shall be, any interest for such delays liable to refund money raised in making refunds the Offer under this Clause 2.7, only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to , together with any interest on such amount as per Applicable Law, any provided that in accordance with Applicable Law, the Corporate Promoter Selling Shareholder shall not be responsible to pay such interest unless such delay has been is caused solely and directly by, or is attributable to to, an act or omission of such the Corporate Promoter Selling ShareholderShareholder in relation to the Offered Shares. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf of any of the Selling Shareholders will be adjusted or reimbursed by the Selling Shareholders to the Company, as agreed among the Company and the Selling Shareholders in writing, in accordance with Applicable Law.
2.7 2.8 The Company undertakes shall take all necessary steps for completion of necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within 6 (six) Working Days of the Bid/Offer Closing Date, or such other time period as may be prescribed under Applicable Law, and, in particular, the Company shall immediately take all necessary steps (including ensuring that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be requisite funds are made available to the Registrar to the Offer/Refund Bank), in accordance consultation with the terms BRLMs, to ensure the completion of Allotment, dispatch of Allotment Advice, including any revisions, if required, and refund orders to Bidders, including Anchor Investors and including unblocking ASBA accounts in relation to ASBA bidders, in any case, no later than the Registrar Agreementtime limit prescribed under Applicable Law and, in the Cash Escrow and Sponsor Bank Agreement and event of failure to do so, to pay interest to Bidders as required under Applicable Law. In this regardThe Selling Shareholders, the Selling Shareholders severally and not jointly, shall provide all reasonable support and extend reasonable cooperation (a) as maybe reasonably required or requested by the Company and/or the BRLMs in this respect or (b) as required under Applicable Law to facilitate the process of listing the Equity Shares on the Stock Exchanges.
2.9 The Company shall obtain authentication on the SEBI Complaints Redress System (SCORES) immediately after filing the DRHP and in consultation with the BRLMs shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. Further, the Company shall obtain any other registration pursuant to any circulars, guidelines or directions issued by SEBI, as applicable Each of the Selling Shareholders, severally and not jointly, authorize the Company Secretary and Compliance Officer of the Company or any other official or employee of the Company authorised under Applicable Law, to deal with any investor grievances on their behalf in connection with the Offer and shall provide reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in to the Offer, in relation extent such investor grievances pertain to its the respective portion of the Selling Shareholders and their respective Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreement.
2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority.
2.11 The Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation to the Company and the BRLMs; provided that (a) to the extent such withdrawal from the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers BRLMs shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents reasonably requested by the Lead Managers, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer BRLMs is not made available to by the Lead Managers Company, its Directors, Promoters, members of the Promoter Group, upon request by the BRLMs or the information already provided to the Lead Managers BRLMs is untrue, inaccurate or incomplete. The Selling Shareholders, or is made severally and not jointly, agrees to make available with unreasonable delay, by (i) the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies or its Affiliates; or (ii) any Selling Shareholder, to the extent Company and BRLMs such information, as may be reasonably requested by SEBI or any Government Authority, regarding them or in relation to their Offered Shares. It is hereby clarified that such the responsibility of the Selling Shareholders under this Clause 2.11 shall be limited to the information relates requested by the BRLMs with respect to such Selling Shareholder or its respective portion of the Offered Shares.
2.11 The Selling Shareholders, severally and not jointly, shall not withdraw from the Offer after filing of the DRHP with SEBI and subject to the provisions of the SEBI ICDR Regulations, the Selling Shareholders, severally and not jointly, shall not increase or reduce the number of Equity Shares offered by it resulting in connection (i) a change in the aggregate size of the Offer, without prior consultation with the OfferCompany and BRLMs, and (ii) a change in the aggregate size of the Offer that trigger the refiling requirement under the SEBI ICDR Regulations, without obtaining prior written consent (which will not be unreasonably withheld) from the Company and the BRLMs and in accordance with Applicable Law. It is clarified that no such consent or intimation will be required in the event of force majeure or termination of this Agreement.
2.12 The Company and the Selling Shareholders acknowledge and agree 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, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S and in accordance with the applicable laws of the jurisdiction where those offers and sales are made.
2.13 The rights and obligations of the BRLMs under this Agreement are several and not joint. For the avoidance of doubt, none of the BRLMs is responsible for the actions or omissions of any of the other BRLMs. For the avoidance of doubt, it is clarified that the rights and obligations of the Company and each of the Selling Shareholders under this Agreement are several and not joint, unless otherwise specified herein.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 2.1. The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A.
2.2. Neither the Company and nor any of the Selling Shareholders shall notshall, without the prior written approval of the Lead ManagersBRLMs (other than a BRLM with respect to whom this Agreement has been terminated in accordance with Section 18 of this Agreement), (i) file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus, with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other Governmental Authority, whatsoever, or (ii) make any offer relating to the Equity Shares that would constitute the Offer, including any amendments, supplements, notices and corrigenda in connection therewith, or otherwise issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice any Offer Documents or any Supplemental Offer Material in connection therewithMaterials.
2.2 2.3. The Company shall, in consultation with the Lead Managers, decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation PriceBid/Offer Opening Date, the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers, the Anchor Investor Allocation Price (if applicable), reservation in the Offer (if any) and the Offer Price, Offer Priceincluding any discounts, discountrevisions, modifications or amendments thereof, shall be decided by the Company and any revisions thereto; the Selling Shareholders in consultation with the BRLMs, in accordance with Applicable Law. Furthermore, subject to the foregoing, each of these decisions shall be taken by the Company and along with the Selling Shareholders, shall decide in consultation with the Bid/ Offer PeriodBRLMs, Bid/ Offer Opening Date through its Board of Directors or a duly constituted committee thereof and Bid/ Offer Closing Date, and any revisions thereto. Any such terms, including any revisions thereto, shall be conveyed in writing (along with a certified true copy of to the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) BRLMs by the Company in relation to any of the Lead Managersabove. It is clarified that the BRLMs shall be entitled to presume that such decision is the final agreement on the subject matter.
2.3 2.4. The allocation and Basis of Allotment and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company and the Selling Shareholders in consultation with the Lead Managers BRLMs and the Designated Stock Exchange, Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company and the Selling Shareholders in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law.
2.4 2.5. Except for listing fees (which shall be solely borne by the Company) and the fees and expenses of the legal counsel and the chartered accountants to the Selling Shareholders, which will be borne by the Selling Shareholders, all Offer expenses will be pro rata borne in proportion of the Equity Shares issued by the Company and sold by each of the Selling Shareholders in the Offer, 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 Offer 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, in accordance with Applicable Law. All amounts due to the BRLMs and the Syndicate Members or their Affiliates under this Agreement or the Engagement Letter shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges in accordance with the terms of the Other Agreements and the Engagement Letter. It is hereby clarified that any stamp duty payable in respect of the Offer shall be paid (a) by the Company, with respect to the Fresh Issue and (b) proportionately by the Selling Shareholders, with respect to the Offer for Sale.
2.6. The CompanyCompany shall, in consultation with the Lead ManagersBRLMs, shall make applications to the Stock Exchanges for listing of the its Equity Shares Shares, and shall obtain in-principle approvals from each the Stock Exchanges and shall, prior to filing of the Stock Exchanges. In this regardRed Xxxxxxx Prospectus, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead Managers, designate choose one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 Exchange. The Company shall take apply for final listing and trading approvals within the period required under Applicable Law or at the request of the BRLMs. The Company undertakes that all such stepsnecessary steps will be taken, in consultation with the Lead ManagersBRLMs, as are necessary for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on at the Stock Exchanges within six Working Days of the Bid/Offer Closing Date, or such time period as prescribed under Applicable Law. The Promoter Group Selling Shareholders and the Other Selling Shareholders shall provide reasonable support, information and documentation in respect of the Promoter Group Selling Shareholders Statements and Other Selling Shareholders Statements, respectively.
2.7. The Company undertakes and agrees that it shall not access or have recourse to the money raised in the Fresh Issue until receipt of the final listing and trading approvals from the Stock Exchanges until which time all monies received shall be kept in a separate bank account in a scheduled bank in terms of Section 40(3) of the Companies Act, 2013. Each Selling Shareholder severally agrees that they shall not access or have recourse to the money raised in the Offer for Sale until the final listing and trading approvals are received from Stock Exchanges until which time all monies received shall be kept in a separate bank account in a scheduled bank, in terms of Section 40(3) of the Companies Act, 2013. The Company and the Selling Shareholders shall refund the money raised in the Offer, to the Bidders if required to do so for any reason under Applicable Law, including, due to failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. The Company shall pay interest on such money as required under Applicable Law, in the manner described in the Offer Documents; however, each Selling Shareholder shall be, severally and not jointly, liable to refund money raised in the Offer under this Section 2.7, only to the extent of its respective Offered Shares, together with any interest on such amount as per Applicable Law. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf of any of the Selling Shareholders will be adjusted or reimbursed by such Selling Shareholder to the Company as agreed among the Company and the Selling Shareholders in writing, in accordance with Applicable Law, provided that the Selling Shareholders shall not be liable or responsible to pay such interest unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder in which event the Company shall be liable to pay such interest, as required under Applicable Law.
2.6 2.8. The Company shallshall further take all necessary steps, in consultation with the Lead ManagersBRLMs, take such steps as are necessary 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 Offer and dispatch of the Allotment Advice and Anchor Investor Allocation Noticepromptly, including any revisions thereto, if required, and dispatch of the refund ordersorders to the unsuccessful applicants, as applicable, and including the unblocking of application monies ASBA Accounts in the ASBA Accounts, within relation to Bidders in any case not later than the time limit prescribed under the Applicable Law, and in the event of failure to do so, the Company shall to pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation applicants as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law.
2.9. Each of the Company and the Selling Shareholders shallShareholders, severally and not jointly agrees and severallyundertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, be responsible to pay, or reimburse, as the case may be, any interest and (ii) funds required for such delays in making refunds only to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the extent of its respective Offered Shares. For Registrar to the avoidance of doubt and subject to Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling ShareholderOffer.
2.7 2.10. The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice CAN will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, Offer in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law.
2.11. In this regard, Each of the Selling Shareholders shall provide all reasonable support agree to the remittance and extend reasonable cooperation as required payment, upon the same becoming due, of the securities transaction tax (“STT”) and withholding tax, if applicable, payable on or requested in connection with the sale of the Equity Shares being offered by them pursuant to the Offer for Sale, and authorize the BRLMs to instruct the bank where public offer account is maintained to remit such amounts at the instruction of the BRLMs for onward depositing to the Indian revenue authorities, in accordance with the Offer related Agreements and Applicable Law. Further, each of the Selling Shareholders has authorized the Company and/or to deduct from the BRLMs proceeds of the Offer for Sale, set-off or otherwise claim and receive from them their proportionate offer expenses required to be borne by it in accordance with this Agreement. They agree that suitable provisions in this regard would be included in the cash escrow and sponsor bank agreement.
2.12. The Company shall obtain authentication on the SCORES and comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 in relation to redressal of investor grievances through SCORES before with the Offered Shares, as may be applicable.
2.8 Registrar of Companies. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers BRLMs and in compliance with the Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by has authorized the Company and/ or Secretary and the Lead Managers for Compliance Officer of the purpose of redressal of such Company, to deal with, on their behalf, any investor grievances received in the Offer, Offer in relation to its such Selling Shareholder or their respective portion of the Offered Shares. In this regard, each of the Selling Shareholders and shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate provide all necessary action assistance required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers BRLMs in the Engagement Letter shall prevail over this Agreementredressal of any Offer-related grievances.
2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 20132.13. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority.
2.11 The Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation to the Company and the BRLMs; provided that (a) to the extent such withdrawal from the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to the SEBI, the RoC or Registrar of Companies, the Stock Exchanges, or any other Governmental Authority, as applicable, Exchanges in the event that any information or documents reasonably requested by the Lead ManagersBRLMs, which in the SEBI and/or any other Governmental Authority in relation to sole opinion of the Offer or having a bearing on the Offer BRLMs is required for such submission, is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the Company, its Subsidiariesthe Company Entities, Directors, Key Managerial Management Personnel, Senior ManagementManagement Personnel, Promoters, Promoter Group, Group Companies or its Affiliates; or (ii) any Companies, the Selling ShareholderShareholders, to the extent that such information relates to Company, the Company Entities, Directors, Key Management Personnel, Senior Management Personnel, Promoters, Promoter Group, Group Companies, Selling Shareholder Statements, or any of their respective Affiliates, directors or officers, immediately on request by the BRLMs or if the information already provided to the BRLMs is untrue, inaccurate or incomplete. Further, each of the BRLMs may, in their sole discretion, determine at any time not to proceed with the Offer. It is hereby clarified that the responsibility of the Selling Shareholders under this Section 2.13 shall be limited to the information requested by the BRLMs with respect to such Selling Shareholder or its respective portion of the Offered Shares.
2.14. Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws in connection the 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 U.S. Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares will be offered and sold (a) within the United States, only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) in one or more private transactions exempt from the registration requirements under the U.S. Securities Act; and (b) outside the United States to investors in “offshore transactions” as defined in and in reliance on Regulation S and the applicable laws of the jurisdictions where the Offer and sales occur.
2.15. The rights and obligations of the BRLMs under this Agreement are several and not joint. For the avoidance of doubt, none of the BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the Offerother BRLMs in carrying out their duties and responsibilities under this Agreement.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Offer will be managed by the BRLMs in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure A.
2.2 The Company and and/or any of the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs, (i) file the DRHPDraft Red Xxxxxxx Prospectus, the RHP Red Xxxxxxx Prospectus or the Prospectus, Prospectus with the SEBI, the any Stock ExchangesExchange, the RoC or any other Governmental Authority, or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewith.
2.2 2.3 The Company shalland the Selling Shareholders, in consultation with the Lead ManagersBRLMs, shall decide the terms of the Offer, including the Bid/Offer Period, the Anchor Investor Bid/Offer Period, and any revisions, modifications or amendments thereof. The Price Band, including any revisions thereof, retail and/ or employee discount (if any) and/ or reservations (if any), the Anchor Investor Allocation Price, the Offer Price and the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date, and any revisions thereto. Any such terms, including any revisions thereto, Price shall be conveyed in writing (along with a certified true copy of the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) by the Company to the Lead Managers.
2.3 The allocation and Basis of Allotment shall be finalized decided by the Company and the Selling Shareholders in consultation with the BRLMs in accordance with Applicable Laws. Furthermore, subject to the foregoing, each of these decisions shall be taken by the Company and the Selling Shareholders, in consultation with the Book Running Lead Managers and shall be conveyed in writing to the Book Running Lead Managers by the Company in relation to any of the above.
2.4 Each Selling Shareholder, shall communicate their written consent to the above-mentioned Offer terms separately to the Company.
2.5 All allocations (except with respect to Anchor Investors) and the Basis of Allotment and Allotment of the Offered Shares shall be finalized by the Company and the Selling Shareholders, in consultation with the BRLMs and the Designated Stock Exchange, in accordance with Applicable LawLaws. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by at the discretion of the Company and the Selling Shareholders Shareholders, in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law.
2.4 The Company, in consultation with the Lead Managers, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock ExchangesLaws. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 The Company shall take all such steps, in consultation with the Lead Managers, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead Managers, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable Law, and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law. Each of the Selling Shareholders shall, jointly and severally, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling Shareholder.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in the Offer, in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreement.
2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the proceeds from the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority.
2.11 The Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation to the Company and the BRLMs; provided that (a) to the extent such withdrawal from the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after the filing of the RHP with the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event case of under-subscription in the Offer, subject to receiving minimum subscription for 90% Allotment of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for of 90% of the Fresh Issue. If there remain Issue (“Minimum Subscription”), provided that post satisfaction of the Minimum Subscription, subject to receipt of any balance remaining valid Bids in the OfferBids, the Allotment for the balance valid Bids Equity Shares will be made pro rata towards Equity Allotted under the Offer for Sale (a) in priority to the Offered Shares being offered by the Investor Selling Shareholder; (b) post complete satisfaction of the Investor Selling Shareholder’s portion of the Offered Shares, proportionately towards the Offered Shares being offered by the Other Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead Managers, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies or its Affiliates; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer.and
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The During the term of the Agreement, the Company and the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs (other than a BRLM, (i) if any, with respect to whom this Agreement has been terminated in accordance with Clause 19 of this Agreement), file the DRHP, the RHP or the Prospectus, Prospectus with SEBI, the Stock Exchanges, the RoC or any other Governmental Authority, Authority or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice Memorandum or any Supplemental Offer Material in connection therewith.
2.2 The Company shallCompany, Blue Chandra and GSIHAL shall decide all terms of the Offer, in consultation with the Lead Managers, decide the terms of the OfferBRLMs, including the Price Band, the Anchor Investor Allocation Price, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date (including the Bid/ Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bidding Date), and including any revisions theretothereof shall be decided by the Company (including through the IPO Committee), Blue Chandra and XXXXXX, in consultation with the BRLMs. Any such terms, including any revisions theretothereof, shall be promptly conveyed in writing (along with with, where and as applicable, a certified true copy of the relevant resolution passed by the Board of Directors or a duly authorised committee of the IPO CommitteeBoard of Directors), as applicable) in each case by the Company to the Lead ManagersBRLMs and the Selling Shareholders.
2.3 The allocation and Basis of Allotment (except in relation to Anchor Investors) shall be finalized by the Company Company, Blue Chandra and the Selling Shareholders GSIHAL, in consultation with the Lead Managers BRLMs 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 and the Selling Shareholders in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law.
2.4 The Company, in consultation with the Lead ManagersBRLMs, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead ManagersBRLMs, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.SEBI.
2.5 The Company shall take all such steps, in consultation with the Lead Managers, as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed under Applicable Law.
2.6 The Company shall, in consultation with the Lead ManagersBRLMs, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation NoticeCAN, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable Law, and in the event of failure to do soprovide refunds within the time period prescribed under Applicable Law, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Lawapplicable regulations. In this regard, and to the extent necessary, the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Lead Managers BRLMs in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under as per the Applicable Law. Each of the Selling Shareholders shall, jointly and severally, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of such reasonable support and cooperation is in relation to such Selling Shareholder and its respective Offered Shares. For .
2.6 The Company undertakes that all the avoidance steps will be taken, in consultation with the BRLMs, for the completion of doubt the necessary formalities for listing and subject to commencement of trading of the Equity Shares on each of the Stock Exchanges within the time prescribed under Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling ShareholderLaw from the Bid/ Offer Closing Date.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice CAN will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, Offer in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs including in relation to the UPI Mechanism to the satisfaction of the Lead Managers mechanism and in compliance with the Applicable Law. Each of Selling Shareholder, to the Selling Shareholders extent necessary, severally and not jointly, undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers BRLMs for the purpose of redressal of such investor grievances received in the Offergrievances, only in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally Shareholder Statements and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto and and shall comply with the SEBI master circular bearing number SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022 (including any amendments thereto) in relation to redressal of investor grievances through SCORES.
2.9 The Company undertakes and agrees that all fees and expenses relating it shall not access or have recourse to the money raised in the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be paid by kept in a separate bank account in a scheduled bank, within the Company and meaning of Section 40(3) of the Companies Act, 2013. The Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the terms in relation to the payment of fees severally and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreement.
2.10 The Company and the Selling Shareholders undertake and not jointly agree that they shall not access or have recourse to the their respective proceeds from of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, or failing to receive minimum subscription of 90% of the Fresh Issue or failing to receive such subscription that would enable the post- Offer equity shareholding of any shareholder to be more than 24.9%, or the Equity Shares failing to commence listing permission and trading on the Stock Exchanges within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authoritygovernmental or statutory authority. It is clarified that each of the Selling Shareholders shall, severally and not jointly, be liable to refund money raised in the Offer together with any interest for delays in making refunds as per Applicable Law only to the extent of its respective portion of Offered Shares. Notwithstanding the foregoing, no liability to make any payment of interest shall, accrue on any Selling Shareholder and such interest shall be borne by the Company unless any delay of the payments to be made hereunder, or any delay in obtaining listing and/or trading approvals or any approvals in relation to the Offer is solely and directly attributable to an act or omission of such Selling Shareholder.
2.10 Pursuant to the completion of the Offer, the Company confirms that no shareholder shall hold more than 25% of the post-Offer equity shareholding of the Company on a fully diluted basis;
2.11 The Selling Shareholders may increase or reduce his/her portion of the Offered Shares, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation to the Company and the BRLMs; provided that (a) to the extent such withdrawal from the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from the Company and the BRLMs (which consent shall will not be unreasonably withheld), and (b) after the filing of file the RHP with the RoC, no without the prior written consent of Blue Chandra and GSIHAL. The release of its signed declaration page as a Selling Shareholder may withdraw from the Offer or increase or reduce the number of by Xxxx Xxxxxxx and XXXXXX, will be construed as its Offered Shares.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment consent for the valid Bids will be made in the first instance towards subscription for 90% purposes of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issuethis Clause 2.11.
2.13 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead Managers, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the Company, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, Promoter Group, Group Companies or its Affiliates; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The Offer will be managed by the BRLMs in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure A.
2.2 The Company and and/or any of the Selling Shareholders shall not, without the prior written approval of the Lead ManagersBRLMs, (i) file the DRHPDraft Red Xxxxxxx Prospectus, the RHP Red Xxxxxxx Prospectus or the Prospectus, Prospectus with the SEBI, the any Stock ExchangesExchange, the RoC ROC or any other Governmental Authority, or (ii) issue or distribute the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice or any Supplemental Offer Material in connection therewith.
2.2 2.3 The Company shallCompany, Indusage and Xxxxxxx Capital, in consultation with the Lead ManagersBRLMs, shall decide the terms of the Offer, including the Price Band, Bid/Offer Period, the Anchor Investor Allocation Bid/Offer Period, the Offer Price, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date, and any revisions thereto. Any such terms, including any revisions theretothereof, retail and/ or employee discount (if any) and/ or reservations (if any). The Anchor Investor Allocation Price shall be decided by the Company, in consultation with the BRLMs in accordance with Applicable Laws. Furthermore, subject to the foregoing, each of these decisions shall be conveyed in writing (along with a certified true copy of to the relevant resolution passed by the Board of Directors or the IPO Committee, as applicable) Book Running Lead Managers by the Company in relation to any of the Lead Managersabove.
2.3 The allocation 2.4 All allocations (except with respect to Anchor Investors) and the Basis of Allotment and Allotment of the Offered Shares shall be finalized by the Company and the Selling Shareholders Company, in consultation with the Lead Managers BRLMs and the Designated Stock Exchange, in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by at the Company discretion of the Company, Indusage and the Selling Shareholders Xxxxxxx Capital, in consultation with the Lead ManagersBRLMs, in accordance with Applicable Law. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the SCRR, the Offered Shares shall first be allocated or transferred in proportion to the Offered Shares of each Selling Shareholder and subsequently, Allotment shall be made towards the balance portion of the Fresh Issue. For avoidance of doubt, it is hereby clarified that balance Equity Shares of the Fresh Issue (i.e., 10% of the Fresh Issue) will be offered only once the entire portion of the Offered Shares are Allotted in the Offer.
2.4 2.5 The Company, in consultation with the Lead Managers, shall make applications to the Stock Exchanges for listing of the Equity Shares Company and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation ensure that all fees and cooperation as may be requested by expenses relating to the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 The Company shall take all such steps, in consultation with the Lead ManagersOffer, as are necessary for described in Clause 19 (the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges “Offer Expenses”), shall be paid within the time prescribed under Applicable Law.
2.6 The Company shallipuntients to be entered into with such persons, in consultation with the Lead ManagersEngagement Letter, take such steps as are necessary to ensure the completion of Allotment and dispatch of the Allotment Advice and Anchor Investor Allocation Notice, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable Law, this Agreement and in the event of failure to do so, the Company shall pay interest to the Bidders as provided under the Companies Act or any other accordance with Applicable Law. In this regardSubject to Clause 19, each Selling Shareholder shall be, severally and not jointly, liable to reimburse to the Selling Shareholders shall jointly and severally, provide all reasonable support and extend reasonable cooperation as required or requested Company for any Offer Expenses incurred by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion on behalf of the Offer within the timelines set forth under Applicable Law. Each of the such Selling Shareholders shallShareholder, jointly and severally, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds only to the extent of its respective Offered Shares. For the avoidance of doubt and subject to Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling Shareholder.
2.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in relation to the Offered Shares, as may be applicable.
2.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to provide reasonable support and extend reasonable cooperation as required or requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances received in the Offer, in relation to its respective portion of the Offered Shares. In this regard, each of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievances, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system (SCORES) and any amendments thereto.
2.9 The Company undertakes that all fees and expenses relating to the Offer shall be paid by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the commercial terms in relation to the payment of fees and expenses and related taxes to the Lead Managers BRLMs in the Engagement Letter shall prevail over prevail. ipuntiunts due to the BRLMs and the Syndicate Members or their Affiliates under this Agreement, Syndicate Agreement or the Engagement Letter shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and within the time prescribed under the Engagement Letter and the Syndicate Agreement, in accordance with Applicable Law.
2.10 2.6 The Company undertakes and the Selling Shareholders undertake and agree agrees that they it shall not access or have recourse to the proceeds from money raised in the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Selling Shareholders, severally and not jointly, agree that they shall not access or have recourse to their respective portions of the proceeds of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, to the Bidders if required to do so for any reason, including, without limitation, reason under Applicable LawLaws, failing including due to receive failure to obtain listing permission within the time period specified by Applicable Law or under trading approval or pursuant to any direction or order of SEBI or any other Governmental Authoritygovernmental or statutory authority. The Company on behalf of the Selling Shareholders shall pay interest on such money as required under Applicable Law, in the manner described in the Offer Documents. All refunds made, interest borne, and expenses incurred (with regard to delayed payment of refunds), by the Company on behalf of any of the Selling Shareholders (if any) to the extent of its respective Offered Shares, will be adjusted or reimbursed by such Selling Shareholder (severally and not jointly) only to the extent of its respective Offered Shares as agreed among the Company and the Selling Shareholders in writing, in accordance with Applicable Law. For the avoidance of doubt, none of the Selling Shareholders shall be liable or responsible to pay any interest or expenses unless any delay in making any of the payments hereunder or any delay in obtaining listing and/or trading approvals or any other approvals in relation to the Offer is solely attributable to such Selling Shareholder.
2.11 2.7 The Company shall immediately take such steps, for completion of necessary formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time period from the Bid/ Offer Closing Date, as prescribed under Applicable Law. The Company shall further take all such steps, in consultation with the Book Running Lead Managers, to ensure the prompt dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the Allotment pursuant to the Offer, and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law shall be undertaken as per the modes described in the Red Xxxxxxx Prospectus and the Prospectus, and in the event of failure to do so, ipuntipany shall be liable to pay interest as required under Applicable Law. In pursuance to the foregoing, the Company undertakes that the funds in this regard shall be made available to the Registrar to the Offer. Each of the Selling Shareholders may increase or reduce his/her shall provide all support and extend cooperation in this regard that is commercially reasonable as requested by the Book Running Lead Managers and the Company in accordance with Applicable Laws.
2.8 The Company shall obtain authentication on the SEBI Complaints Redress System (“SCORES”) prior to the grant of final listing approval by the Stock Exchanges and set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. Each of the Selling Shareholders has authorized the Company Secretary and Compliance Officer of the Company and the Registrar to deal with, on its behalf, any investor grievances received in the Offer solely in relation to its respective portion of the Offered Shares, or withdraw from the Offer for Sale only after prior consultation with and prior written intimation to the Company and the BRLMs; provided that (a) to the extent shall provide such withdrawal from the Offer, or increase or reduction in the number of Offered Shares would require a re-filing of the Draft Red Xxxxxxx Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after prior consent from reasonable assistance as required by the Company and the BRLMs (which consent shall not be unreasonably withheld)in this regard.
2.9 The Company undertakes to furnish and cause its, Directors, Promoters and (b) after the filing members of the RHP with Promoter Group to furnish such information, documents, certificates, reports and particulars for the RoC, no Selling Shareholder may withdraw from the Offer or increase or reduce the number purpose of its Offered Shares.
2.12 The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories in consultation with the Designated Stock Exchange. In the event of under-subscription in the Offer, subject including any ‘know your customer’ related documents, as may be required or requested by the Book Running Lead Managers or their respective Affiliates, to receiving minimum subscription for 90% enable them to cause the filing, in a timely manner of such documents, certificates, reports and particulars, including, any post-Offer reports, certificates, documents or other information as may be required by SEBI, the Stock Exchanges, the Registrar of Companies and / or any other Governmental Authority (inside or outside India) in respect of the Fresh Issue Offer and compliance shall extend full cooperation to the BRLMs in connection with Rule 19(2)(b) the foregoing. Provided that, as regards any additional documents or information about, or in relation to itself or its respective portion of the Securities Contracts Offered Shares, each Selling Shareholder shall (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity Shares offered by the Selling Shareholders, and only then, towards the balance Fresh Issue.
2.13 The Company and each of the Selling Shareholders, severally and not jointly) make all reasonable efforts to disclose and furnish to the Book Running Lead Managers, acknowledge such documents or information as may be reasonably required to enable the Book Running Lead Managers to fulfil their obligations hereunder, and/or to comply with any Applicable Law, including in relation to the filing of their due diligence certificate and agree that any post-Offer reports as required under the SEBI ICDR Regulations. The Book Running Lead Managers shall have the right but not the obligation to withhold submission of any of the Offer Documents or related documentation to SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, under this Clause 2.9 in the event that any information or documents requested by the Lead ManagersBRLMs, the SEBI and/or any other Governmental Authority in relation to the Offer or having a bearing on the Offer is not made available to the Lead Managers BRLMs on request or the information already provided to the Lead Managers BRLMs is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by (i) the Company, the Subsidiary, its Subsidiaries, Directors, Key Managerial Personnel, Senior Management, Promoters, its Promoters and the Promoter Group, Group Companies or its Affiliates; or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer.
2.10 The Company and the Selling Shareholders acknowledge and agree 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, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S and in accordance with the applicable laws of the jurisdiction where those offers and sales are made.
2.11 The rights, obligations, representations, warranties, covenants and undertakings of the BRLMs under this Agreement are several and not joint. For the avoidance of doubt, none of the BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the other BRLM in carrying out their duties and responsibilities under this Agreement. It is clarified that the rights, obligations, representations, warranties, covenants and undertakings of each of the Selling Shareholders shall be several and not joint and none of the Selling Shareholders is responsible for the actions or omissions of any of the other Selling Shareholders or the Company.
Appears in 1 contract
Samples: Offer Agreement
OFFER TERMS AND CERTAIN CONFIRMATIONS BY THE COMPANY AND THE SELLING SHAREHOLDERS. 2.1 The 4.1 During the term of the Agreement, neither the Company and nor the Selling Shareholders shall notshall, without the prior written approval of the Lead Managers, Managers (other than a Manager with respect to whom this Agreement has been terminated in accordance with Clause 21 of this Agreement) (i) file the DRHP, the RHP or the Prospectus, Prospectus with SEBI, the Stock Exchanges, the RoC or any other Governmental Authority, ; or (ii) issue or distribute the Offer Documents, including the Preliminary Offering Memorandum, the Final Offering Memorandum, the CAN, the Allotment Advice Memorandum or any Supplemental Offer Material in connection therewithMaterial.
2.2 4.2 The Company shall(pursuant to the approval of the board of directors) and the Selling Shareholders, in consultation with the Lead Managers, shall decide the terms of the Offer, including including, without limitation, the Price Band, the Anchor Investor Allocation Price, the Anchor Investor Offer Price, Offer Price, discount, and any revisions thereto; and along with the Selling Shareholders, shall decide the Bid/ Offer Period, Bid/ Offer Opening Date and Bid/ Offer Closing Date (including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/ Offer Date, and any revisions thereto. Any such terms), including any revisions theretothereof, retail and/ or employee discount (if any) and/ or reservations (if any) in accordance with Applicable Law, provided that the Anchor Investor Allocation Price, and Anchor Investor Offer Price shall be conveyed determined and finalized by the Company in writing (along consultation with a the Managers, in accordance with Applicable Law. A certified true copy of the relevant resolution passed by the Board of Directors or Directors/ IPO Committee of the IPO CommitteeCompany, as applicable) , in respect of any such terms, including any revisions thereof, shall be provided by the Company to the Lead Managers. For the avoidance of doubt, all decisions with respect to the Offer to be taken by the Company shall be through the Board of Directors/IPO Committee.
2.3 4.3 The allocation and Basis of Allotment (except in relation to allocation of 60% of QIB Portion to Anchor Investors) shall be finalized by the Company and the Selling Shareholders in consultation with the Lead 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 and the Selling Shareholders Company, in consultation with the Lead Managers, in accordance with Applicable Law.
2.4 4.4 The Company, in consultation with the Lead Managers, shall make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from each of the Stock Exchanges. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and cooperation as may be requested by the Company and/or the Lead Managers in relation to its respective Offered Shares or as required for the purpose of the Offer under Applicable Law. The Company shall, in consultation with the Lead Managers, designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the RHP with the RoC.
2.5 SEBI. The Company shall take all Selling Shareholders shall, severally and not jointly, to the extent necessary, extend such stepssupport, in consultation with the Lead Managers, documentation and cooperation as are necessary for the completion of the formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time prescribed required under Applicable LawLaw or reasonably requested by the Company and/or the Managers to the extent of such Selling Shareholder’s Offered Shares and its Selling Shareholder Statements.
2.6 4.5 The Company shall, in consultation with the Lead Managers, take such steps as are necessary (including ensuring that requisite funds are made available to the Registrar to the Offer) to ensure the completion of Allotment and prompt dispatch of the CAN and Allotment Advice and Anchor Investor Allocation NoticeAdvice, including any revisions thereto, if required, refund orders, as applicable, and unblocking of application monies in the ASBA Accounts, within the time prescribed under the Applicable Law, and in the event of failure to do soprovide refunds within the time period prescribed under Applicable Law, the Company shall pay interest to the Bidders as provided under the Companies Act or any other Applicable Law. In this regard, to the extent necessary, each Selling Shareholders shall jointly Shareholder shall, severally and severallynot jointly, provide all reasonable such support and extend reasonable cooperation cooperation, only to the extent of its respective portion of the Offered Shares, as required under Applicable Law or reasonably requested by the Company and/or the Lead Managers in relation to its Offered Shares for timely completion of the Offer within the timelines set forth under Applicable Law. Each Selling Shareholder shall, severally and not jointly, and only to the extent of their respective portion of the Selling Shareholders shall, jointly and severallyOffered Shares, be responsible to pay, or reimburse, as the case may be, in the proportion that the size of its respective portion of Offered Shares in the Offer for Sale bears to the total size of the Offer, any interest for such delays in making refunds only in accordance with Applicable Law in the event
4.6 The Company undertakes that all the steps will be taken, in consultation with the Managers, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares on each of the Stock Exchanges within the time prescribed under Applicable Law from the Bid/ Offer Closing Date. The Selling Shareholders shall, severally and not jointly, to the extent of necessary, extend such support, documentation and cooperation as required under Applicable Law or reasonably requested by the Company and/or the Managers in relation to its respective portion of the Offered Shares. For the avoidance of doubt and subject to Applicable Law, any Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely and directly attributable to an act or omission of such Selling ShareholderShares in this regard.
2.7 4.7 The Company undertakes that the refunds or unblocking of application monies, as applicable and dispatch of Allotment Advice and Anchor Investor Allocation Notice the CAN will be undertaken as per the modes described in the RHP and the Prospectus. The Company further undertakes that the funds, information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, to the extent necessary, each Selling Shareholders Shareholder, severally and not jointly, shall provide all reasonable such support and extend reasonable cooperation as required under Applicable Law or reasonably requested by the Company and/or the BRLMs Managers, in relation to its portion of the Offered Shares, as may be applicable.
2.8 4.8 The Company shall set up an investor grievance redressal system to redress all Offer related grievances including in relation to the UPI Mechanism to the satisfaction of the Lead Managers and in compliance with the Applicable Law. Each of the Selling Shareholders undertakes to Shareholder shall, severally and not jointly, provide reasonable such support and extend reasonable cooperation as required under Applicable Law or reasonably requested by the Company and/ or the Lead Managers for the purpose of redressal of such investor grievances, to the extent such grievances received in the Offer, in relation relate to its respective portion of the Selling Shareholder Statements and its Offered Shares. In this regardThe Company shall ensure it has, each on or prior to the filing of the Selling Shareholders shall severally and not jointly authorize the Company Secretary and compliance officer of the Company and the registrar to the Offer to redress investor grievancesDraft Red Xxxxxxx Prospectus, if any, as may be deemed necessary in relation to its respective portion of the Offered Shares. Further, the Company shall initiate all necessary action required for obtaining obtained authentication on SEBI’s complaints redress system (SCORES) as per SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013, as amended from time to time. Each Selling Shareholder has, severally and not jointly, authorized the Company to deal with, on behalf of itself, any amendments theretoinvestor grievance received in the Offer by the respective Selling Shareholder.
2.9 4.9 The Company undertakes and agrees that all fees and expenses relating it shall not access or have recourse to the money raised in the Offer until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be paid by kept in a separate bank account in a scheduled bank, within the Company meaning of Section 40(3) of the Companies Act, 2013. The Selling Shareholders, severally and the Selling Shareholders in accordance with Clause 18 of this Agreement. Notwithstanding anything to the contrary in this Agreementnot jointly, the terms in relation to the payment of fees and expenses and related taxes to the Lead Managers in the Engagement Letter shall prevail over this Agreement.
2.10 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to their respective portions of the proceeds from of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company further agrees that it shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, or failing to receive minimum subscription of 90% of the Fresh Issue, or failing to receive listing permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority. Subject to Clause 4.5, each Selling Shareholder shall, severally and not jointly, and only to the extent of its Offered Shares, be responsible to pay, or reimburse, as the case may be, in the proportion that its respective portion of Offered Share in the Offer for Sale bears to the total size of the Offer, any interest as may be payable under Applicable Law for such delays in making refunds if the delay in making such refund is caused solely by, and is directly attributable to, an act or omission of such Selling Shareholder.
2.11 4.10 The Selling Shareholders may may, prior to the date of filing the Red Xxxxxxx Prospectus, increase or reduce his/her the size of their respective portion of the Offered Shares, Shares in the Offer for Sale or withdraw from the Offer for Sale only after prior consultation with and prior written intimation notification to the Company and the BRLMsManagers; provided that (a) to the extent such withdrawal Selling Shareholder may withdraw from the Offer, or increase or reduction in reduce the number size of Offered Shares the Offer for Sale to the extent that would require a re-filing of the Draft Red Xxxxxxx Prospectus DRHP in terms of Schedule XVI of the SEBI ICDR Regulations, the Selling Shareholders shall make such change only after with prior consultation and prior written consent from of the Company and the BRLMs (which consent shall not be unreasonably withheld), and (b) after Managers. In the filing event of withdrawal by any of the RHP with the RoC, no Selling Shareholder may withdraw Shareholders from the Offer or increase or reduce the number of its Offered Shares.Offer, the
2.12 4.11 The Parties agree that under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of the Company and the Selling Shareholders, in consultation with the Managers and the Designated Stock Exchange. In the event of under-subscription in the Offer, i.e. in the event valid Bids are received for less than the total Offer size, subject to receiving valid Bids for the minimum subscription amount, i.e. for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made pro rata towards Equity in proportion to the Offered Shares being offered by each Selling Shareholder to the Selling Shareholders, aggregate Offered Shares in the Offer for Sale and only thenthereafter, towards the balance Fresh Issue.
2.13 4.12 The Company and each of the Selling Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers shall have the right but not the obligation to withhold submission of any of the Offer Documents or other documentation related documentation to the Offer to SEBI, the RoC or RoC, the Stock Exchanges, Exchanges or any other Governmental Authority, as applicable, in the event that any information or documents requested by the Lead ManagersManagers (including in relation to Clauses 7 (specifically for the Company) and 8 (specifically for the Selling Shareholders)), the SEBI and/or any other Governmental Authority Authority, which in relation to the Offer or having a bearing on opinion of the Offer Managers is required for such submission is not made available to the Lead Managers or the information already provided to the Lead Managers is untrue, inaccurate or incomplete, or is made available with unreasonable delay, by it in a timely manner by (i) the Company, its SubsidiariesCompany Entities, Directors, Key Managerial PersonnelPersonnel or Group Company(ies), Senior Management, Promoters, Promoter Group, Group Companies or its Affiliates; or (ii) any by the Selling ShareholderShareholders, to the extent that such information relates in relation to such Selling Shareholder’s Selling Shareholder Statements or its Offered Shares.
4.13 The Company and the Selling Shareholders, severally and not jointly, acknowledge and agree 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, or in a transaction not subject to, the registration requirements of the Securities Act and accordingly, Equity Shares and the respective portion of the Offered Shares Shares, as applicable, will be offered and sold (i) outside the United States to non-U.S. persons (unless such U.S. persons are QPs) in connection with “offshore transactions” as defined in, and reliance on, Regulation S or (ii) within the Offer.United States “to U.S. QIBs in transactions exempt from the registration requirements of the U.S. Securities Act who are also QPs in reliance upon Section 3(c)(7) of the U.S.
Appears in 1 contract
Samples: Offer Agreement
