Securities and Exchange Board of India (SEBI) has amended the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations) with effect from 5 April 2019 (Amendment Regulations) to bring about a change in the existing framework for institutional trading platforms (ITP) and with a view to make the platform more accessible to companies in light of the evolving start-up ecosystem in the country.

1. Background

SEBI had put in place the ITP framework in 2015 with a view to facilitate listing of companies in sectors like e-commerce, data analytics, bio-technology and other start-ups. However, this framework failed to gain any traction. The stakeholders felt that the norms were too strict and the platform was not accessible. Since India has witnessed a booming start-up ecosystem and to address the issues raised by the relevant stakeholders, SEBI constituted a group to look into the existing ITP framework and suggest measures to make the platform more accessible. Based on the recommendations of the group, SEBI notified the Amendment Regulations.

2. Key Changes

The comparative table below sets out the key changes brought about by the Amendment Regulations:

Particulars

Old Provision

Amended Provision

Change of name

Institutional Trading Platform

The platform renamed as 'Innovators Growth Platform' (IGP). 

Eligible Issuers

In addition to start-ups, earlier any company which was held by Qualified Institutional Buyers (QIBs) to the extent of at least 50% of pre-issue capital was eligible to list on the ITP.

IGP has been designed to facilitate listing of new age start-ups and accordingly companies that provide products and services or business platforms in the areas of technology, information technology, intellectual property, data analytics, bio-technology or nano-technology are eligible to list on the IGP.

Pre-issue shareholding

At least 25% of the pre-issue capital to be held by QIBs.

At least 25% of the pre-issue capital (for at least 2 years) to be held by either: (a) QIBs; (b) family trusts with net-worth of more than INR 500 crores; (c) accredited investors (not more than 10%)1; (d) Cat III FPI; or (e) a pooled investment fund with minimum assets under management of USD 150 million (subject to meeting other prescribed criteria for such pooled investment fund).

Post-issue shareholding

Eligibility criteria was that no person, individually or collectively with persons acting in concert, to hold 25% or more of the post-issue capital.

This requirement has been removed.

Minimum application size

INR 10 lakh

INR 2 lakh

Allocation

75% to institutional investors 25% to non-institutional investors

There is no minimum reservation and allocation will be on proportionate basis to institutional and non-institutional investors.

Minimum number of allottees

200

50

Minimum trading lot

INR 10 lakh

INR 2 lakh  

3. Process of Listing

(a) The SEBI ICDR Regulations permit the issuers on the IGP to list either without a public issue (Without a Public Issue) or pursuant to an initial public offer (With IPO). In Without a Public Issue process, no minimum offer to the public is required whereas in With IPO process the minimum public shareholding of 25% will have to be satisfied with a minimum offer size of INR 10 crore.

(b) In both Without a Public Issue and With IPO processes, a draft offer document with prescribed disclosures is required to be filed with SEBI.

(c) The IGP is accessible only to institutional investors (i.e. QIBs or family trust or intermediaries registered with SEBI, with a net worth of more than INR 500 crore) and non-institutional investors (i.e. other than a retail individual investor and QIB).

(d) The entire pre-issue capital of the shareholders of the issuer is locked-in for a period of 6 months from the date of allotment in case of With IPO process and from the date of listing in case of Without a Public Issue process. This lock-in restriction is not applicable to certain classes of shareholders including venture capital fund or Category I AIFs or FVCIs (provided such shares will be locked-in for a period of 1 year from the date of purchase by such shareholders).

4. Conclusion

The Amendment Regulations have relaxed listing norms on the IGP and have simplified the listing process for start-ups on the IGP. With these changes, SEBI intends to attract a greater number of investors on the IGP and aims to provide a much-needed boost to start-ups looking to access the capital markets. With the relaxation of norms in relation to the trading lot and number of allottees, the Amendment Regulations also aim to maintain more liquidity on the IGP.

Footnote

1 'accredited investor' has been defined to mean (a) any individual with total gross income of INR 50 lakhs annually and a minimum liquid net worth of INR 5 crores; or (b) a body corporate with net worth of INR 25 crores, and accredited for the purposes of IGP by the stock exchanges per the procedure prescribed by SEBI.

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