LISTING OF TECH COMPANIES ON INNOVATORS GROWTH PLATFORM – RELAXATIONS IN NORMS – Eshwars
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LISTING OF TECH COMPANIES ON INNOVATORS GROWTH PLATFORM – RELAXATIONS IN NORMS

BACKGROUND:

In 2015, regulatory framework for Institutional Trading Platform (ITP) was put in place vide amendment to SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009, (“erstwhile ICDR Regulations, 2009”), with a view to facilitate new ageentities which are intensive in the use of technology, information technology, intellectual property, data analytics, bio-technology or nano-technology to provide products, services or business platforms with substantial value addition,with early-stage investors, an opportunity for listing with a simple framework compared to the main-board.

Listing on this platform can be pursuant to an IPO or without an IPO. However, the ITP framework failed to evince interest.

In 2019, SEBI attempted to revive the platform by introducing certain amendments to the ITP framework and renamed it as the Innovators Growth Platform (IGP). However, market interest in the platform continued to be tepid.

Hoping to encourage the technology based entities to list their securities on IGP, SEBI has on 5th May 2021,relaxed certaineligibility &listing criteria for listing on Innovators Growth Platform.

CHANGES/RELAXATIONS:

(A) Companies with Special Voting Rights Shares (“SR”) to its promoters/ founders, allowed to do an IPO under IGP framework:

Background/pre-amendment provision Change/relaxation
Pre-amendment IGP framework did not allow issuer companies to do an IPO of only ordinary shares for listing on the IGP, if it issued special voting rights shares to its promoters/ founders. Now such companies which has issued special voting rights shares can do an IPO of ordinary shares.There can be two classes of shares of which only one is listed.

 

(B) Reduction in holding period of percentage of pre-issue capital by certain category of investors:

Background/pre-amendment provision Change/relaxation
Certain category of investors (“Pre-issue Investors”)[1] were required to hold atleast 25% of the pre-issue capital for a period of 2 years prior to date of filing of draft information document or draft offer document with the Board.The Pre-issue Investors consists of both Institutional investors and non-institutional investors. This pre-issue holding period has been reduced to 1 year.

 

(C) Family Trusts included in the category of investors required to hold the pre-issue capital:

Background/pre-amendment provision Change/relaxation
As specified in para (B) above, certain category of investors hadto hold altleast 25% of pre-issue capital at the date of filing of draft information document or draft offer document with SEBI.These categories of investors have been prescribed under the regulations. Family Trusts was not included in this category. SEBI has included Family Trust with a networth of Rs. 25 Crores, as eligible category of investors for the purpose of holding altleast 25% of pre-issue capital.With these entities having angel investments, and with many angels having invested through their family trusts, this would bring many such entitieswithin the eligibility criteria to be listed on IGP.

 

(D) Removal of sub-limit on pre-issue capital to be held by Innovators Growth Platform Investors (‘IGP Investors”).

Background/pre-amendment provision Change/relaxation
Out of the 25% to be held by Pre-issue Investors, the holding by the IGP investors could not have exceeded 10% of the pre-issue capital. One of the category of Pre-Issue Investors are Innovators Growth Platform Investors (‘IGP Investors”)[2] .

These IGP Investors are required to get the accreditation as IGP Investors from stock exchange/depositories as per the prescribed procedure.

This sub-limit of 10% has been removed and hence IGP Investors can hold the entire 25% of the pre-issue capital.

 

(E) Discretionary allocation allowed:

Background/pre-amendment provision Change/relaxation
The allotment to institutional investors as well as non-institutional investors was to be only on a proportionate basis. Now 60% of the issue size on a discretionary basis, can be allocated to the category of Pre-issue Investors or Eligible Investors. Conditions:

1. This will be in accordance with the requirements with respect to anchor investors for public issue made on the SME exchange as specified in Part A of Schedule XIII to SEBI ICDR regulations.

2. The price of the specified securities offered to Eligible Investors shall not be lower than the price offered to other applicants.

3. The Eligible Investors shall make an application of a value of at least Rs. 50 lakhs.

 

(F) Lock-in of Pre-issue capital – exemptions

Background/pre-amendment provision Change/relaxation
The entire pre-issue capital of the shareholders prior to the issue, is locked-in for a period of six months from the date of allotment in case of listing pursuant to a public issue or date of listing in case of listing without a public issue. However there are certain categories of shareholders who are exempted from this lock-in requirement.

One of the categories which is exempted is the category I Alternated Investment Fund.

Now category II AIF has also been exempted from the lock-in requirement.

 

(G) Relaxation of delisting norms for listing done through IPO:

The existing delisting norms pertaining to approval of the public shareholders, determination of offer price, minimum number of shares to be acquired by the acquirer/promoter are too stringent and onerous and hence the same have been relaxed in the following manner:

Particulars Provision prior to amendment Change/relaxation
Approval The special resolution of shareholderscould havebe acted upon only if the ratio of votes of public shareholders favouring the delisting to against was 2:1. Now, the special resolutionfor delisting can be acted upon if the votes cast by the majority of public shareholders are in favor of such exit proposal. From a 66.67% votes in favour, it has now been changed to a simple majority in favour.
Offer price The offer price shall be determined through book building after fixation of floor price that is arrived at as per the provisiosn of Regulation 8 of SEBI (SAST) Regulations, 2011 Requirement of book building is removed.Acquirer/Promoter can determine the delisting premium, and justify the same and add the same to the floor price determined in terms of regulation 8 of SEBI (SAST) Regulations, 2011
Minimum number of shares to be acquired by the acquirer/promoter Promoter shareholding was to reach 90% of total paid-up share capital during the delisting. The delisting can be done if after the offer for delisting, the promoter/acquirer shareholding is 75% of total paid-up share capital and atleast 50% of shares of public shareholders have been accepted.

 

(H) Migration from IGP to main board

Background/pre-amendment provision Change/relaxation
For migration from the IGP platform to the main-board, a company that does not satisfy the conditions of profitability, net worth, net assets, etc., needs to have 75% of its capital held by Qualified Institutional Buyers (QIBs) on the date of migration. However, they have been relaxed now, and there is a reduction in the requirement from 75% to 50%.

 

CONCLUSION:

Given the importance of start-ups and technology based entities in nation building and the contribution of the early stage investors in the growth of these entities, the Institutional Trading Platform (now Innovators Growth Platform) was introduced to provide easy listing by start-ups and liquidity for its Investors.

The aforesaid relaxations and changes are to further encourage investments in these tech companies, by easing its entry into listed space, bringing more number of start-ups within the eligibility criteria for listing on IGP and easing the delisting norms for the benefit of the investors and the start-ups.

It is imperative to note that there is no bar on the age of these companies to get listed on IGP, as long as they are into technology and innovation.


[1]
The following categories will be considered as Pre-issue Investors (s.no. I & II below are institutional investors and s.no. III below falls under the category of non-institutional investors):

  • QIBs;
  • The following regulated entities:
    • FPI;
    • An entity meeting all the following criteria:
      • It is a pooled investment fund such as mutual funds, AIF etc.. with minimum AUM of USD 150 million;
      • It is registered with a financial sector regulator in the jurisdiction of which it is a resident;
      • It is resident of a country whose securities market regulator is a signatory to the International Organization of Securities Commission’s Multilateral Memorandum of Understanding (Appendix A Signatories) or a signatory to Bilateral Memorandum of Understanding with the Board;
      • It is not resident in a country identified in the public statement of Financial Action Task Force as:
        • a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or
        • a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies.
  • Innovators Growth Platform Investors (“IGP Investors”) for the purpose of IGP;

[2] The IGP Investors consists of:

(i) any individual with a total gross income of Rs. 50 lakhs annually and who has a minimum liquid net worth of Rs. 5 crores; or

(ii) any body corporate with net worth of Rs. 25 crores.

(iii) any family trust with net worth of Rs. 25 crores.

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