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Private Placement/ Preferential Issue.

About of Service

  • Structuring and Advisory:

    • Advising on the structure and strategy of the private placement or preferential issue, considering regulatory requirements, investor preferences, and company objectives.

  • Regulatory Compliance:

    • Ensuring compliance with applicable laws, regulations, and guidelines governing private placements or preferential issues, including preparation of necessary documentation and filings.

  • Documentation Preparation:

    • Drafting the private placement memorandum (PPM), offer documents, subscription agreements, board resolutions, shareholder approvals, and other legal documents required for the issuance.

  • Investor Outreach and Due Diligence:

    • Conducting investor outreach, preparing investor presentations, and facilitating due diligence processes to attract and onboard potential investors.

  • Valuation and Pricing:

    • Conducting valuation of shares or securities to be issued, determining pricing mechanisms, and advising on terms and conditions of the offer to ensure fairness and compliance with regulatory norms.

  • Legal and Compliance Review:

    • Reviewing legal implications, ensuring all disclosures are accurate and complete, and managing regulatory filings and approvals from authorities such as SEBI (Securities and Exchange Board of India) or other regulatory bodies.

  • Execution and Closing:

    • Managing the execution process, coordinating with stakeholders including investors, legal advisors, and regulatory authorities, and ensuring timely closure of the private placement or preferential issue.

  • Post-Issuance Compliance:

    • Advising on post-issuance obligations, including disclosures to stock exchanges, maintaining compliance with ongoing regulatory requirements, and managing shareholder communications.

  • Conflict Resolution and Support:

    • Providing support in resolving conflicts or disputes related to the private placement or preferential issue, and ensuring resolutions align with regulatory frameworks and stakeholder interests.

  • Strategic Advice and Future Planning:

    • Offering strategic advice on the use of proceeds, capital structure optimization, and long-term implications of the private placement or preferential issue on the company’s growth and financial health.

    • Uses and Benefits
    • Structuring and Strategy: Advising on the optimal structure and strategy for the private placement or preferential issue, tailored to meet company objectives, investor preferences, and regulatory requirements.
    • Regulatory Compliance: Ensuring strict adherence to relevant laws, regulations, and guidelines governing private placements or preferential issues, including preparing and filing necessary documentation with regulatory authorities.
    • Documentation Preparation: Drafting essential documents such as the Private Placement Memorandum (PPM), offer documents, board and shareholder resolutions, subscription agreements, and legal opinions to support the issuance.
    • Investor Management: Conducting investor outreach, preparing presentations, and facilitating due diligence processes to attract and engage potential investors, ensuring transparency and compliance throughout.
    • Valuation and Pricing: Conducting valuation of securities to be issued, determining pricing mechanisms, and advising on terms and conditions to optimize investor interest while complying with regulatory norms
    • Legal Review and Compliance Assurance: Conducting thorough legal reviews to ensure all disclosures are accurate and compliant, managing regulatory filings, and obtaining necessary approvals from regulatory bodies like SEBI or equivalent authorities.
    • Execution and Closure: Managing the execution process from start to finish, coordinating with stakeholders including legal advisors, investors, and regulatory authorities to ensure timely and successful closure of the issuance

    Select your own Associate

    Charges Structure & Our Scope of Work

    Additional Disclosure

    1. Offer Document: Detailed document containing terms of the offer, including price, number of shares, and conditions.

    2. Board Resolution: Resolution approving the private placement/preferential issue, specifying the reasons and basis for the pricing.

    3. Valuation Report: If applicable, a report by a registered valuer justifying the issue price of shares.

    4. Shareholders' Approval: Approval from existing shareholders, if required by the company's Articles of Association or regulations.

    5. Disclosure of Use of Funds: Disclosure of how the funds raised through private placement/preferential issue will be utilized by the company.

    6. Lock-in Period: Any lock-in period applicable to the shares issued, restricting transferability for a specified duration.

    7. Compliance Certificate: Certificate from a Company Secretary or Compliance Officer confirming compliance with regulatory requirements.

    8. Regulatory Filings: Submission of necessary forms and documents with the Registrar of Companies (ROC) or Securities and Exchange Board of India (SEBI), depending on jurisdiction.

    Terms & Conditions

    Documents & Detail Required

    The specific documents required for a Private Placement or Preferential Issue can vary based on the jurisdiction and regulatory requirements. However, here are the typical documents that may be necessary:

    1. Private Placement Memorandum (PPM):

      • A comprehensive document detailing the terms and conditions of the private placement or preferential issue, including information about the company, offering details, risks involved, and use of proceeds.

    2. Board Resolutions:

      • Resolutions passed by the board of directors authorizing the issuance of securities through private placement or preferential allotment, approving the PPM, and setting forth terms and conditions.

    3. Shareholder Resolutions (if applicable):

      • Resolutions passed by shareholders approving the private placement or preferential issue, especially if it involves the issuance of shares that exceed certain thresholds prescribed under company law.

    4. Offer Document:

      • A document containing specific details of the offer, including the number of securities offered, pricing methodology, eligibility criteria for investors, and any other terms relevant to the issuance.

    5. Subscription Agreement:

      • An agreement between the company and the investor(s) outlining the terms of the investment, including the number of securities subscribed for, pricing, payment terms, representations and warranties, and conditions precedent.

    6. Due Diligence Documents:

      • Documentation related to due diligence conducted on the company, including financial statements, audit reports, legal opinions, and any other relevant information to validate the company’s financial health and compliance.

    7. Legal Opinions:

      • Legal opinions from legal advisors confirming compliance of the issuance with applicable laws, regulations, and internal governance requirements.

    8. SEBI (or Regulatory) Filings and Approvals:

      • Filings with regulatory authorities such as SEBI in India or other relevant authorities, along with necessary approvals as per regulatory guidelines.

    9. Disclosure Documents:

      • Disclosures to be made to stock exchanges or regulatory bodies regarding the private placement or preferential issue, ensuring transparency and compliance with disclosure requirements.

    10. Other Legal and Compliance Documents:

      • Any other documents specific to the jurisdiction or regulatory requirements governing private placements or preferential issues, including certificates, declarations, and compliance statements.

    Please Note Down Your Querie

    OUR REVIEW

    FAQ'S

    What is a Private Placement?

    A Private Placement refers to the sale of securities to a select group of investors without a public offering, often used by companies to raise capital from institutional investors or high-net-worth individuals.

    What is a Preferential Issue?

    A Preferential Issue is an issuance of shares or other securities to a specific group of shareholders or investors at a predetermined price, typically at a discount to the current market price.

    Who can participate in a Private Placement or Preferential Issue?

    Participation eligibility varies, but typically includes institutional investors, qualified institutional buyers (QIBs), accredited investors, and existing shareholders in the case of a Preferential Issue.

    What are the regulatory requirements for a Private Placement or Preferential Issue?

    Regulatory requirements may include compliance with securities laws, company law provisions, and regulations specific to private placements or preferential issues set forth by regulatory bodies such as SEBI (Securities and Exchange Board of India) or equivalent authorities.

    How is pricing determined in a Private Placement or Preferential Issue?

    Pricing is often determined based on factors such as market conditions, company valuation, regulatory guidelines, investor demand, and any applicable discounts or premiums.

    What documents are required for a Private Placement or Preferential Issue?

    Documents typically required include the Private Placement Memorandum (PPM), offer documents, board and shareholder resolutions, subscription agreements, legal opinions, and regulatory filings as per applicable laws.

    What are the benefits of conducting a Private Placement or Preferential Issue?

    Benefits include access to capital without the extensive regulatory requirements of a public offering, flexibility in structuring terms, potential cost savings compared to an IPO, and maintaining control over shareholding structure.