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IPO of GPT Healthcare Limited

JSA advised JM Financial Limited, the book running lead managers in relation to the initial public offering of equity shares of GPT Healthcare Limited (“IPO”) comprising a fresh issue of ₹400.00 million by the Company and an offer for sale by Banyan Tree Growth Capital II, LLC, of 26,082,786 Equity Shares aggregating to ₹4851.40 million.

GPT Healthcare Limited is one of the key regional corporate healthcare companies in Eastern India in terms of number of beds and hospitals as of Fiscal Year 2023. (Source: CRISIL Report) They operate a chain of mid-sized full service multispecialty hospitals in Eastern India under the “ILS Hospitals” brand and provide integrated healthcare services, with a focus on secondary and tertiary care.

Deal value: INR 5,251.40 million

Our Transaction Team Lead Partner – Arka Mookerjee, Partner – Pracheta Bhattacharya, Senior Associate – Sourav Modi, and Associate – Jeebitesh Bhattacharya and Reshmi Prabhakar.

Tags Equity Shares, Healthcare, IPO, JSA, Leading Law Firm, Leading Lawyers

Issuance of maiden US$ 540 Million Secured US$ Bonds by IRB Infrastructure Developers Limited

JSA advised IRB Infrastructure Developers Limited (“ Issuer” or “IRB “) on its maiden Reg S / Rule 144A US$ 540 Million 7.11 % due 2032 senior, secured US$ denominated Notes issuance to overseas investors (“Issue”).

IRB is India’s leading and largest integrated and first multinational transport and infrastructure developer in roads and highways sector, with a prominent and major presence in the Build- Operate- Transfer (BOT) space.

The Notes are listed on the India International Exchange (IFSC) Limited (“India INX”).

JSA also assisted and facilitated listing of the US$ Notes on the Global Securities Market of India International Exchange(IFSC) Limited (“India INX”), India’s international stock exchange at the GIFT City.

IRB’s US$ Bonds transaction has many firsts to its credit:-

The transaction is a debut US$ Bonds Offering by IRB. The Issue is the maiden issuance by the Issuer in the international debt capital markets.
The Issue was oversubscribed and witnessed a thumping investor interest amongst sophisticated investors, especially, anchor investors in the US and Asia Pacific.
It’s the first US$ Rule 144A Bonds issuance by a corporate, especially an Indian infrastructure development and construction multi- national company.
It is the second High Yield Rule 144A Bonds issuance from out of India in 2024 in the global debt capital markets.

Our Transaction Team Comprised Lead Partner – Dina Wadia, Partner – Uttara Kolhatkar, Associate – Zahan Kalyaniwalla and Vedant Gupta.

Our Tax Team Comprised Partner – Kumarmanglam Vijay and Of Counsel – Surajkumar Shetty.

Our Due Diligence Team (for Legal Proceedings) Comprised Partner – Varghese Thomas and Associate – Virgil Braganza.

Tags IFSC, Infrastructure, JSA, Leading Law Firm, Leading Lawyers, US Bonds

JSA advises Sumitomo Wiring in its stake sale in Samvardhana Motherson International

JSA advised Sumitomo Wiring Systems Ltd., in its sale of 4.43% of the equity capital of Samvardhana Motherson International through block deals.

Sumitomo Wiring Systems, Japan (SWS) and H. K. Wiring Systems, a subsidiary of SWS, who jointly held 14.32% equity share in Samvardhana Motherson International (SAMIL), has announced that it has sold 300 million shares amounting to 4.43% shares in SAMIL.

The move is part of SWS of its investment portfolio management efforts, thus diluting its stake to 9.89% in SAMIL.

Our Transaction Team Comprised Partner – Vikram Raghani, Birbahadur Sachar, Pracheta Bhattacharya and Associate – Tavishi Chandra.

Tags Block Deal, Bulk Deal, JSA, Leading Law Firm, Leading Lawyers, Sale of Shares

Revolutionising Cross-Border Payments: The New Rules for FinTechs in India

A valuable segment within the Indian FinTech industry, the facilitators of cross-border payments, are on the verge of a significant transformation. This shift is in anticipation of the challenging new Payment Aggregator-Cross Border (PA-CB) Regulations introduced by the Reserve Bank of India (RBI). While aimed at improving transparency, the new framework necessitates FinTechs to potentially restructure their operations, make significant additional investments in technology, and forge new partnerships to effectively meet compliance standards. This is not just about following new rules; it signals a new era where the RBI is determined to bring openness and responsibility to financial players handling funds in India. While it is a positive step for a more responsible industry, it does mean that FinTechs will have to deal with onerous compliance duties.

Click here to read the full article co-authored by Probir Roy Chowdhury and Tanya Nayyar (Regulatory Counsel).

Tags FinTechs, J Sagar Associates, JSA, JSA Law Firm, Leading Law Firm, Leading Lawyers, Reserve Bank of India, Technology

IPO of Apeejay Surrendra Park Hotels Limited

JSA advised Apeejay Surrendra Park Hotels Limited (the “Company”) and the promoter group selling shareholder in relation to its initial public offering of equity shares aggregating to ₹ 9,200 million (the “IPO”) comprising a fresh issue of ₹ 6,000 million and an offer for sale by certain selling shareholders aggregating to ₹ 3,200 million.

As per news reports, the IPO was oversubscribed 59.66 times, with the QIB portion being oversubscribed 75.14 times, NII portion being oversubscribed 52.41 times and retail investors’ portion being oversubscribed 30.35 times.

The Book Running Lead Managers to the IPO were JM Financial Limited, Axis Capital Limited and ICICI Securities Limited.

Deal value: INR 9,200 million

Our Transaction Team Comprised Lead Partner – Madhurima Mukherjee Saha, Principal Associate – Shivali Singh, Senior Associate – Sagar Batra, Associate – Shristi Kanchan, Richa Prasad, Bhavya Upadhyay, and Sanat Goel.

Tags Capital Markets, Hotels, IPO, JSA, JSA Law Firm, Leading Law Firm, Leading Lawyers, SEBI

Maiden listed NCD issue by Data Infrastructure Trust

JSA advised Data Infrastructure Trust (“Data InvIT”), registered as an infrastructure investment trust (“InVIT”) under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 and sponsored by Brookfield Asset Management, in connection with issue of listed, rated, secured, redeemable, non-convertible debentures for an aggregate amount of INR 3,200,000,000 (Indian Rupees Three point Two Billion) (“NCDs”) on a private placement basis by Data InvIT to a mutual fund (“Investor”).

This is the maiden listed bond issuance by the Data InVIT. The InvIT holds special purpose vehicles which are engaged in the business of setting up and maintaining passive tower infrastructure and related assets and providing passive tower infrastructure services and shared telecom infrastructure provider.

Our Transaction Team Lead Partner – Tirthankar Datta, Principal Associate – Nakul Sonejee and Associate – Ciol Kumar

Tags Banking and Financial Services, Data InvIT, Finance, Infrastructure, InvIT, J Sagar Associates, JSA, JSA Law Firm, Leading Law Firm, Leading Lawyers

Initial Public Offering of Capital Small Finance Bank Limited

JSA advised Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited), DAM Capital Advisors Limited and Equirus Capital Private Limited in relation to the initial public offering of equity shares by Capital Small Finance Bank Limited aggregating to INR 5,230.70 million through a fresh issue of equity shares and an offer for sale by Oman India Joint Investment Fund II, Amicus Capital Private Equity I LLP, Amicus Capital Partners India Fund I, and Certain Other Persons Listed in the Prospectus.

Deal value: INR 5,230.70 million

Our Transaction Team Comprised Lead Partner – Arka Mookerjee, Partner – Siddhartha Desai, Associate – Reshmi Prabhakar, Jeebitesh Bhattacharya and Anvita Sinha.

Tags Banking and Financial Services, Capital Markets, J Sagar Associates, JSA, JSA Law Firm, Leading Law Firm, Leading Lawyers

Proposed IPO of Gold Plus Glass Industry Limited

JSA is advising IIFL Securities Limited, Axis Capital Limited, Kotak Mahindra Capital Company Limited and SBI Capital Markets Limited in relation to the proposed initial public offering of equity shares of Gold Plus Glass Industry Limited (“IPO”) comprising a fresh issue of up to ₹5000.00 million and an offer for sale aggregating up to 15,667,977 Equity Shares by two of the promoters (Mr. Suresh Tyagi and Mr. Jimmy Tyagi), PI Opportunities Fund – I and Kotak Special Situations Fund. Gold Plus Glass Industry Limited (the Company”) has filed its draft red herring prospectus with SEBI on February 9, 2024.

The Company is the second-largest float glass manufacturer in India with 22% share of manufacturing capacity for float glass as of September 30, 2023. (Source: CRISIL Report*) The Company is amongst the only two manufacturers in India with fungible production lines capable of manufacturing a comprehensive range of clear and value-added glass from a single manufacturing facility (Source: CRISIL Report*) which provides the Company with certain competitive advantages.

* Titled “Market assessment of glass industry in India” dated January 2024, prepared and issued by CRISIL MI&A.

Our Transaction Team comprised Lead Partner – Arka Mookerjee, Partner – Siddhartha Desai, Associate – Reshmi Prabhakar, Anvita Sinha and Ayushi Pandit.

Tags Banking and Financial Services, Capital Markets, IPO, J Sagar Associates, JSA, JSA Law Firm, Leading Law Firm, Leading Lawyers, SEBI

JSA Prism | Securities Law | February 2024

Please click here to download the Prism as PDF.

Guidelines for returning of draft offer document and its resubmission

On February 6, 2024, Securities and Exchange Board of India (“SEBI”) issued ‘Guidelines for returning of draft offer document and its resubmission’[1] (“Guidelines”). SEBI had observed that some draft offer documents filed with the Board for public issue/ rights issue of securities lack in compliance with instructions provided under Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR regulations”) which require revisions/changes, thus leading to longer processing time. To ensure the completeness of the offer document for investors and provide greater clarity and consistency in the disclosures and for the timely processing, SEBI decided to issue the Guidelines. The Guidelines emphasize that adequate disclosures by the issuer and the timely processing of the offer documents are important for the spirit of the primary market. The draft offer document should be scrutinized basis the broad Guidelines and any documents not in compliance with the instructions provided under Schedule VI of the ICDR Regulations and the Guidelines, will be returned to the issuer.

The broad parameters set out in the Guidelines are as follows:

The draft offer document should be drafted in simple language with clear visual representation of data ensuring short, definitive and unambiguous statements, use of conventional words, active voice, tabular presentation or bullets and avoiding multiple negatives;
The draft offer document is presented in a clear, concise, and intelligible manner while ensuring with clear and concise sections, paragraphs and sentences, descriptive headings and subheadings. Legal and technical terminology and clarifications of technical should be avoided and technical terms, if used, are clarified if needed to explain the issuer’s business or other matters in simpler terms;
The issuer of the draft offer document must avoid complex presentations, vague, ambiguous or imprecise explanations, complex information quoted or copied from legal documents unless accompanied with clear and concise explanation, repetition of disclosures in different sections of the documents unless required otherwise and any inconsistency in numbers, data, facts in the draft offer document;
The risk factor should be worded in simple, clear and ambiguous language to clearly communicate the risk to the investor;
The draft offer document would necessitate substantial revision or addenda on key disclosures on account of regulatory interpretation or clarification sought on the draft offer document;
The draft offer document should be clearly understandable without relying on the general rules and conditions;
No regulatory authority or enforcement agencies should express material concerns with regard to the issue or the draft offer document;
If any pending litigation matters in any court or tribunal impact the eligibility criteria provided under the ICDR Regulations for the issue/ draft offer document filed by the issuer, then such information must be mentioned in the draft offer document.

The Guidelines further state that there is no requirement for the payment of any fees on account of the draft offer document and the requirement for paying the applicable fees for the changes, in terms of the changes specified in Schedule XVI of the ICDR Regulations for the updated offer document. However, in case of non-submission of the draft offer document, there will be no refund of the filing fees.

The issuer and the lead manager must resubmit the offer document only after addressing the insufficiency in the draft offer document and ensuring it complies with the provisions of the ICDR Regulations. Upon resubmission, the Issuer must within 2 (two) days make a public announcement as specified in the ICDR Regulations and disclose the resubmission. The issuer will also make a written intimation to its sectoral regulators informing them of the return resubmission of the draft offer document.

SEBI vide the issuance of these Guidelines have brought about stricter checks and balances emphasising the need for compliance with disclosure requirements under Schedule VI of the ICDR Regulations and have laid down a streamlined process for the rejection and resubmission of the draft offer document.

This Prism has been prepared by:

Madhurima
Mukherjee Saha
Partner

Tanvi
Ginodia
Associate

For more details, please contact [email protected]

[1] Circular number SEBI/HO/CFD/PoD-1/P/CIR/2024/009.

Tags Capital Market, JSA, JSA Prism, Leading Law Firm, Leading Lawyers, Legal Updates, SEBI, Securities Law

Round Tripping: Permissible Overseas Investment Structures Under the New Regime

The New Odi Framework Is a Step in The Right Direction as It Provides Much Needed Clarity On the Kind of Structures That Are Permissible from an Overseas Investment Standpoint

Let us start with the basics. What does the term ‘round-tripping’ mean from a regulatory standpoint? The Indian regulatory regime does not offer a definition. The glossary of the 4th Edition of the OECD Benchmark Definition of Foreign Direct Investment defines it as “channelling abroad by direct investors of local funds and the subsequent return of these funds to the local economy in the form of direct investment

Please click here to read the full article by Ajay G Prasad, Soham Roy and Sneha Mohanty, published in Legal Era.