When a listed company seeks to raise capital quickly or bring in strategic investors, one of the most commonly used tools is a preferential allotment. This process allows companies to issue shares or convertible securities to a select group of investors rather than the general public. While it offers flexibility and speed, preferential allotment must comply with strict regulations laid out by the Securities and Exchange Board of India (SEBI) to protect shareholder interests and ensure transparency. Understanding the procedure for preferential allotment by a listed company is essential for investors, corporate professionals, and market observers alike.
Meaning of Preferential Allotment
What is Preferential Allotment?
Preferential allotment is a method by which a listed company issues shares or other securities to a specific group of persons on a preferential basis, not through a public issue, rights issue, or employee stock option. This can include individuals, companies, institutional investors, or promoters. The key advantage lies in targeting investors who can bring strategic value or provide quick funding.
Types of Securities That Can Be Allotted
- Equity Shares
- Fully Convertible Debentures (FCDs)
- Partly Convertible Debentures (PCDs)
- Warrants convertible into equity shares
- Any other security that may be converted into equity shares
Regulatory Framework Governing Preferential Allotment
SEBI (ICDR) Regulations
The procedure for preferential allotment by a listed company in India is primarily governed by the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. These rules outline eligibility criteria, pricing guidelines, disclosure obligations, and lock-in requirements to ensure that the process is fair and transparent.
Companies Act, 2013
In addition to SEBI regulations, the Companies Act, 2013, particularly Section 62 and Section 42, lays down provisions for issuing shares on a preferential basis. These sections detail shareholder approvals, offer documentation, and the private placement process.
Stock Exchange Guidelines
Every listed company must also comply with the rules of the stock exchanges where its shares are listed, such as BSE and NSE. These include disclosures, approvals, and post-allotment filings.
Step-by-Step Procedure for Preferential Allotment
1. Board Meeting and Approval
The first step is for the company’s Board of Directors to meet and approve the proposal for preferential allotment. This meeting will set out the terms and conditions, including the number of securities to be issued, the class of investors, pricing, and other relevant details.
2. Appointment of Merchant Banker
A SEBI-registered merchant banker is usually appointed to assist in valuation, preparation of offer documents, and compliance with SEBI regulations. A valuation report may be required if shares are issued to non-promoters.
3. Shareholder Approval through Special Resolution
A general meeting is convened, and a special resolution must be passed by the shareholders, with at least 75% of votes in favor. The notice of the meeting must include full disclosures, including the purpose of the issue, identity of the proposed allottees, and their relationship with the company, if any.
4. Pricing of Securities
SEBI regulations prescribe that the price for preferential allotment must not be less than the average of the weekly high and low closing prices of the shares during the past two weeks or past 26 weeks, whichever is higher. If convertible securities are issued, the conversion price must be determined upfront or linked to future market prices, within SEBI’s norms.
5. Filing with Stock Exchanges
After the shareholder approval, the company must file the outcome of the meeting, the special resolution, and all other necessary documents with the stock exchanges. Approval from the exchanges may be required before proceeding further.
6. Allotment of Securities
The actual allotment must be completed within 15 days from the date of passing the special resolution. If regulatory approvals (such as from SEBI or RBI for FDI) are required, the time limit is extended to 15 days from the date of such approvals.
7. Post-Allotment Filings
- Filing of return of allotment (Form PAS-3) with the Registrar of Companies within 15 days
- Intimation to stock exchanges within 24 hours of allotment
- Credit of shares to the investors’ demat accounts
- Payment of applicable stamp duty and issue of share certificates if required
8. Lock-In Period
As per SEBI guidelines, shares allotted to promoters are subject to a lock-in period of three years from the date of allotment, while shares allotted to non-promoters are locked in for one year. This rule is designed to prevent quick flipping and ensure that investors are committed.
Key Compliance and Disclosures
Disclosures in Offer Document
The offer document must contain full disclosure about:
- Purpose of the issue
- Proposed use of proceeds
- Details of the proposed allottees
- Impact on shareholding pattern
- Valuation and pricing methodology
Changes in Shareholding Pattern
The company must disclose how the preferential allotment will alter the current shareholding pattern. A detailed before-and-after table is usually shared with investors and regulators.
Advantages of Preferential Allotment
Quick Capital Raising
Preferential allotment allows listed companies to raise capital faster than a public issue, which is often time-consuming and heavily regulated.
Strategic Investment
Companies can bring in strategic partners, promoters, or institutional investors who can offer more than just capital such as expertise, networks, or market access.
Flexibility
The issuing company has greater flexibility in deciding who will receive the shares and under what terms, as long as it complies with SEBI and shareholder approval requirements.
Risks and Concerns
Potential Dilution
Existing shareholders may see their ownership percentage reduced due to the issuance of new shares. This is particularly a concern when the preferential allotment is made to promoters.
Valuation Disputes
If the pricing is perceived to be too low or unfair, it can lead to disputes or regulatory scrutiny. Transparent and independent valuation is crucial.
Market Perception
Market participants often watch preferential allotments closely. If the move is seen as favoring insiders or diluting retail investor value, it may affect stock price and investor confidence.
The procedure for preferential allotment by a listed company involves careful planning, regulatory compliance, and shareholder communication. While it provides an efficient route for raising funds and onboarding strategic investors, it also demands transparency and accountability. Companies must ensure all steps are taken in accordance with SEBI regulations, the Companies Act, and stock exchange norms. For investors, understanding this process helps in evaluating the impact of such allotments on shareholding, control, and overall corporate governance. As Indian markets continue to evolve, preferential allotments will remain a critical instrument in corporate finance, provided they are executed with diligence and fairness.