Pending QIP issue, its pricing & probable impact on share capital of the company is UPSI: SEBI
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- Last Updated on 14 July, 2022
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SEBI Informal Guidelines ISD/OW/2022/16109/1, Dated: 13.04.2022
Shri Arvind Bajpai, CS of Deepak Nitrite Limited (DNL) sought an interpretative letter under the SEBI (Informal Guidance) Scheme, 2003 on the issue that whether pending QIP issue, it’s pricing, and probable impact on the share capital of the company, which is not yet known and shall be determined as per ICD regulations, be considered as Unpublished Price Sensitive Information (UPSI). SEBI clarified that the pending QIP issue, it’s pricing & probable impact on the share capital of the company, is UPSI.
Further, DNL sought clarification on another query by stating facts that that Board of directors of company have announced QIP issue of equity shares of DNL upto Rs. 2000 crore (QIP) vide there meeting held on December 22, 2021. The shareholders of company have approved the QIP by way of Special resolution passed by Postal Ballot on January 27, 2022.
The board of directors in there meeting have approved Unaudited Financial Statements (UFR) for the Quarter and nine months period ended December 31, 2021. The said UFR have been submitted to stock exchange within prescribed timeline.
The promoters/ promoter group wishes to purchase Equity shares of the company from open market in compliance with the code of conduct of the Company on Prohibition of Insider Trading.
In view of above, whether individual promoters which include the chairman & managing director and Executive director and CEO of the company or any member of the promoter group purchase shares of company from open market during pendency of QIP?
SEBI clarified chairman & managing director and Executive director and CEO of the company are “connected persons” and thereby deemed to be insiders. Further, based on facts and circumstances of each case, a member of the promoter group may deem to be “connected persons” or may be in possession of UPSI. Hence, member of promoter group may also be covered under definition of Insider.
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