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: Counsel to LM : International Counsel to LM (IC) : Auditors : Trustee : Counsel to Trustee : Overseas banker : Domestic Banker : Printer : Listing Agent : Process Agent : Major Activities A. Pre-issue Activities â€¢ Approval for the Issue from the Board of Directors (BM on 08.01.2011) â€¢ Shareholders Meeting for approval for Issue u/s 81 (EGM on 10.02.11). â€¢ Intimation to Stock Exchange, the outcome of EGM and filing of Form 23 with ROC. (12.02.11) â€¢ Board Meeting to fix the quantum of issue, Appointment of Lead Manager, Local Counsels & International Counsel, Trustee, pricing of the issue, Authority to enter into various agreements etc. (13.02.11) â€¢ Intimation to Stock Exchange, the outcome of the Board Meeting. (13.02.11) â€¢ Arranging NOCs from existing Lenders. (13.02.11) â€¢ Appointment of agencies like, Lead Manager, International Counsel, Indian Counsel, trustee, Banker. (13.02.11) â€¢ Commercial, Legal Due Diligence and Working Capital Report. (15.02.11) â€¢ Review of Due Diligence Report and Working Capital Report. â€¢ Draft of Offer Memorandum to be prepared in consultation with Lead manager and Legal Counsel. â€¢ Vetting of offer Memorandum by Legal Counsel. (20.02.11) â€¢ Submission of draft Offer Memorandum with LuxSE. (20.02.11) â€¢ Finalize the OM and hold Board Meeting for finalization of OM. (25.02.11) â€¢ Apply to NSE/ BSE for in-principle approval of FCCB issue. (20.02.11) â€¢ Filing of OM to RBI (TO BE CHECKED) â€¢ Discuss and finalize Deposit Agreement, Placing Agreement, Escrow Agreement. â€¢ Hold Board Meeting to approve the final OM, Deposit Agreement, Placing Agreement, Escrow Agreement etc. (25.02.11) â€¢ Circulate the final OM, and all agreement to different parties as advised by Lead Manager. (28.02.11) â€¢ Final discussion with LuxSE and its preliminary/ in principle approval of listing. â€¢ Receipt of BSE/ NSE in-principle approval before the issue of FCCB. (05.03.11) â€¢ Management Presentation to Lead Manager & Counsels. (28.02.11) â€¢ Ensuring compliance with Publicity Guidelines w.e.f. kick-off date â€“ No press release, etc. to be given without approval of LM & IC. â€¢ Pre-marketing exercise - Presentations to analysts & prospective investors (10.03.11) â€¢ Opening of separate Bank Account in overseas. â€¢ Finalisation of terms & conditions and structure of FCCBs â€¢ Arranging Re-formatted Financial Statements for last 3 financial years & last reported quarter/ half-year/ 9 months along with Auditors Report thereon. (IN WORD FORMAT). â€¢ Arranging legal opinions from Local Counsel to Company (as on opening & closing date). â€¢ Printing of Offering Circular â€¢ Finalisation of Road Show Presentation
â€¢ OM to be signed by the authorised signatories of Issuer ( Min. Mumbai within 7 days of date of Subscription Agreement. Agency Agreements â€¢ Filing Form 83 with RBI. Subscription Agreement and Agency Agreements. â€¢ Finalisation of Trust Deed. File and Distribute final OM to all parties 4 days prior to the Issue Date. 2 directors) and shall be furnished in a hard bound copy one day prior to the date of listing. â€¢ Print. RBI Mumbai. â€¢ Arranging Investment of Funds in fixed deposits overseas (SBI. â€¢ Compliance with Listing Requirements with Overseas Stock Exchange. concerned ROC & Stock Exchanges â€¢ Submission of Undertakings & Documents to Listing Agent for filing with Overseas SE â€¢ Arranging payments to various agencies involved. â€¢ Due Diligence Report from the investors as required under ECB guidelines. ROC and Indian Stock Exchanges. â€¢ Finalisation of Agreement with Process Service Agent. â€¢ Intimation to RBI Mumbai regarding receipt of Funds & details of investors within 30 days from closing date.) â€¢ Signing of Trust Deed. â€¢ Lead Manager/ Escrow Bank to co-ordinate receipt of funds from Investors and keep Company advised. â€¢ Filing of Monthly Return in Form ECB-2 with RBI. â€¢ File the final offering document with SEBI. London).â€¢ Road Show & Presentations & meeting Analysts & Prospective investors. â€¢ Finalisation of Issue & Paying Agent Agreement. Mumbai â€¢ Arranging Payment of interest on FCCBs through Authorised Dealer. Post-issue Activities â€¢ Board/ Committee Resolution for allotment of FCCBs â€¢ Issue of Global Certificates â€¢ Payment Instructions to Lead Manager for Transfer of Funds (net of Lead Managerâ€™s & International Counsel Fees & estimated out-of-pocket exp. â€¢ Opening of Issue â€¢ LM to assess the demand & finalise the terms & quantum of FCCBs â€¢ Signing of Subscription Agreement â€¢ Intimation to Stock Exchanges & issue of Press Release regarding opening of Issue. â€¢ Intimation to Stock Exchanges & press release regarding Closing of Issue â€¢ Filing copy of OC to SEBI. â€¢ Compliance of requirements as per Trust Deed. â€¢ Finalisation of Loan Agreement. .
â€¢ Finalise the application for Corporate Action and send the same to NSDL & CDSL (with copy to RTA) simultaneously with listing application alongwith necessary annexures and demand draft for fees. if any. â€¢ Prepare draft applications for listing and Corporate Action along with annexures thereto with as much detail as is available. Meeting to be held at the earliest possible and preferably on Saturday as the shareholding data is available as on Friday only and the data should be same for pre-allotment and post-allotment of shares. as the case may be ??). . â€¢ Send intimation of conversion of FCCBs/ allotment of shares to BSE. â€¢ Co-ordinate with NSDL. â€¢ Obtain the trading approval from BSE & NSE over fax. by fax & e-mail. â€¢ Prepare draft Agenda & Resolution for allotment of shares. â€¢ File Form 2 with ROC alongwith copy of resolution and list of allottees. â€¢ Issue Share Certificate(s) in the name of Bondholder(s) (or NSDL/CDSL. â€¢ Prepare draft letters to be sent to various authorities â€¢ Review the relevant clauses of Offering Circular. â€¢ Verify that the Conversion notice is in proper form and signed by bondholder.Checklist for Conversion of FCCBs into Shares: â€¢ Send letters to BSE & NSE that the Company is expecting some conversion and send the set of documents required for listing. â€¢ Obtain confirmation letter of Credit of Shares from NSDL & CDSL over fax. Trustee and RTA. â€¢ Send letters to NSDL & CDSL that the Company is expecting some conversion and send the set of documents required for Corporate Action. affix stamps/pay stamp duty thereon and get the same signed from authorized signatories. CDSL and RTA for corporate action and get the shares credited in demat account of shareholder(s) at the earliest. â€¢ Obtain the listing approval letters from BSE & NSE. â€¢ Send notice to Bondholder by fax & e-mail indicating that the shares will be credited in demat account and listing approval will be arranged within the stipulated period from date of conversion notice. SG-XT. NSE. Letter to also state that the copy of listing approval will be send immediately upon receipt. â€¢ Hold Board meeting to allot shares on conversion. â€¢ Send intimation of allotment to RBI along with Form FC-GPR and ECB 2 along with copy of RBI Registration. Bondholder. â€¢ Inform RTA to be ready for corporate action. â€¢ Send the confirmation letter by fax to BSE & NSE and follow-up for approval for trading of new shares. â€¢ Finalise the application for listing & send the same to BSE & NSE alongwith necessary documents. â€¢ Fax the listing approval letters to NSDL & CDSL as soon as the same is received. Trust Deed & other Agreements and ensure that the relevant conditions are complied with. â€¢ Send letter to shareholder & trustee regarding credit of shares and trading approval.
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