Qualified Institutional Placement: Presented by - Sandeep Singh 09-II-247 Shyamu Pandey 09-II-250
Qualified Institutional Placement: Presented by - Sandeep Singh 09-II-247 Shyamu Pandey 09-II-250
Qualified Institutional Placement: Presented by - Sandeep Singh 09-II-247 Shyamu Pandey 09-II-250
(QIP)
Presented by -Sandeep Singh 09-II-247
Shyamu Pandey 09-II-250
Introduction
Qualified institutional placement (QIP) is a capital raising
tool, primarily used in India, whereby a listed company can
issue equity shares, fully and partly convertible debentures,
or any securities other than warrants which are convertible
to equity shares to a Qualified Institutional Buyer (QIB).
Apart from preferential allotment, this is the only other
speedy method of private placement where by a listed
company can issue shares or convertible securities to a
select group of persons.
QIP scores over other methods because the issuing firm does
not have to undergo elaborate procedural requirements to
raise this capital.
Why was it introduced?
The Securities and Exchange Board of India (SEBI) introduced the
QIP process through a circular issued on May 8, 2006, to prevent
listed companies in India from developing an excessive
dependence on foreign capital. Prior to the innovation of the
qualified institutional placement, there was concern from Indian
market regulators and authorities that Indian companies were
accessing international funding via issuing securities, such as
American depository receipts (ADRs), in outside markets.
The complications associated with raising capital in the domestic
markets had led many companies to look at tapping the overseas
markets. This was seen as an undesirable export of the domestic
equity market, so the QIP guidelines were introduced to encourage
Indian companies to raise funds domestically instead of tapping
overseas markets.
Guidelines for “Qualified Institutions Placement”
Issuer: A company whose equity shares are listed on a stock exchange having nation
wide trading terminals and which is complying with the prescribed requirements of
minimum public shareholding of the listing agreement will be eligible to raise funds in
domestic market by placing securities with Qualified Institutional Buyers (QIBs).
Securities: Securities which can be issued through QIP are equity shares or any
securities other than warrants, which are convertible into or exchangeable with equity
shares.
Investors / Allottees: The specified securities can be issued only to Qualified
Institutional Buyers (QIBs), as defined under sub-clause (v) of clause 2.2.2B of the
SEBI (DIP) Guidelines. Such QIBs shall not be promoters or related to promoters of the
issuer, either directly or indirectly. Each placement of the specified securities issued
through QIP shall be on private placement basis, in compliance with the requirements of
first proviso to clause (a) of sub-section (3) of Section 67 of the Companies Act, 1956. A
minimum of 10% of the securities in each placement shall be allotted to Mutual Funds.
For each placement, there shall be at least two allottees for an issue of size up to Rs.250
crores and at least five allottees for an issue size in excess of Rs.250 crores. Further, no
single allottee shall be allotted in excess of 50 per cent of the issue size. Investors shall
not be allowed to withdraw their bids / applications after closure of the issue.
Cont…
Issue Size: The aggregate funds that can be raised through QIPs in one
financial year shall not exceed five times of the net worth of the issuer
at the end of its previous financial year.
Placement Document: Issuer shall prepare a placement document
containing all the relevant and material disclosures. There will be no
pre-issue filing of the placement document with SEBI. The placement
document will be placed on the websites of the Stock Exchanges and
the issuer, with appropriate disclaimer to the effect that the placement
is meant only for QIBs on private placement basis and is not an offer to
the public.
Pricing: The floor price of the specified securities shall be determined
on a basis similar to that for GDR / FCCB issues and shall be subject
to adjustment in case of corporate actions such as stock splits, rights
issue, bonus issue etc.
Cont..
Other procedural requirements: The resolution approving QIP, passed under
sub-section (1A) of Section 81 of the Companies Act, 1956 or any other
applicable provision, will remain valid for a period of twelve months from the
date of passing of the resolution. There shall be a gap of at least six months
between each placement in case of multiple placements of specified securities
pursuant to authority of the same shareholders’ resolution. Issuer and Merchant
Banker shall submit documents / undertakings, if any, specified in this regard in
the listing agreement, for the purpose of seeking in-principle approval and final
permission from Stock Exchanges for listing of the specified securities.
Involvement of Merchant Banker: QIP shall be managed by a SEBI
registered merchant banker who shall exercise due diligence and furnish a due
diligence certificate to Stock Exchanges stating that the issue complies with all
the relevant requirements. The merchant banker shall file a copy of the
placement document and post issue details with SEBI within thirty days of the
allotment, for record purpose.
Who can participate in the issue?
The specified securities can be issued only to
QIBs, who shall not be promoters or related to
promoters of the issuer. The issue is managed by a
Sebi-registered merchant banker. There is no pre-
issue filing of the placement document with Sebi.
The placement document is placed on the websites
of the stock exchanges and the issuer, with
appropriate disclaimer to the effect that the
placement is meant only for QIBs on private
placement basis and is not an offer to the public.
Qualified Institutional Buyers
Qualified Institutional Buyers (QIBs) those
institutional investors who are generally perceived
to possess expertise and the financial muscle to
evaluate and invest in the capital markets.
Qualified Institutional Buyer’ shall mean: a)
Public financial institution as defined in section 4A
of the Companies Act, 1956; b) Scheduled
commercial banks; c) Mutual Funds;
Qualified Institutional Buyers
Foreign institutional investor registered with
SEBI; e) Multilateral and bilateral development
financial institutions; f) Venture Capital funds
registered with SEBI. g) Foreign Venture Capital
investors registered with SEBI. h) State Industrial
Development Corporations. i) Insurance
Companies registered with the Insurance
Regulatory and Development Authority (IRDA).
Benefits of Qualified Institutional
Placements
Time Saving
Cost Efficient
Lock-In
END