CIRCULAR
SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/6 January 23, 2024
To
All Recognized Stock Exchanges
All Recognized Clearing Corporations
All Depositories
Sir/Madam,
Subject: Framework for Offer for Sale (OFS) of Shares to Employees through
Stock Exchange Mechanism
1. SEBI vide Master Circular No.SEBI/HO/MRD2/PoD-2/CIR/P/2023/171 dated October
16, 2023 at paragraph 19 of Chapter 1 has specified the comprehensive framework
on Offer for Sale (OFS) of shares through stock exchange mechanism. Under the
said framework, the relevant provisions regarding offering of shares to employees by
the promoters of the company have been prescribed as under:
“19.1.2.2.4. Promoters of eligible companies shall be permitted to sell shares within
a period of 2 (two) weeks from the OFS transaction to the employees of such
companies. The offer to employee shall be considered as a part of the said OFS
transaction.
……….
19.1.5.3.2. The promoters may at their discretion offer these shares to employees at
the price discovered in the said OFS transaction or at a discount to the price
discovered in the said OFS transaction.
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19.1.5.3.3. Promoters shall make necessary disclosures in the OFS notice to the
exchange including number of shares offered to employees and discount offered, if
any.”
2. The existing procedure of OFS to employees of the eligible company is happening
outside the stock exchange mechanism. Based on the feedback received from
stakeholders, it is observed that the said procedure is time consuming, involves
additional costs and multiple activities.
3. In order to enhance efficiency, ease of compliance and reduce cost, based on
deliberations in the Secondary Market Advisory Committee of SEBI and discussions
with stock exchanges and clearing corporations, it has been decided that the
promoters can also offer the shares to employees in OFS through the Stock
Exchange Mechanism.
4. The procedure for OFS to employees through the Stock Exchange Mechanism is an
additional option to the existing procedure of OFS to employees outside the
exchange mechanism.
5. The procedure for offering shares to the employees in OFS through stock exchanges
is as under:
i. OFS to employees shall be on T+1 day along with the retail category under a
new category called as "Employee".
ii. While bidding, the employee shall select "Employee" category for employee
bids. However, the employees can also bid for other categories, as per the
applicable limits.
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iii. For employee OFS, certain number of shares shall be reserved for the
employees. The same shall be mentioned in the OFS notice to the stock
exchanges by the promoter(s).
iv. Bidding shall be allowed during trading hours on T+1 day only.
v. Floor price of the retail category shall be disclosed to the participants under
the “Employee” category.
vi. Employees shall place bids only at cut-off price of T+1 day. The allotment
price shall be based on the Cut-off of the retail category, subject to discount, if
any.
vii. The maximum bid amount shall be INR 5,00,000.
viii. Each employee is eligible for allotment of equity shares up to INR 2,00,000.
Provided that in the event of under-subscription in the employee portion, the
unsubscribed portion may be allotted to such employees whose bid amount is
more than INR 2,00,000, on a proportionate basis, for a value in excess of
INR 2,00,000, subject to the total allotment to an employee not exceeding INR
5,00,000.
ix. The employees shall pay upfront the margin to the extent of 100% of the order
value in cash or cash equivalents.
x. Bids for "Employee" category shall not be displayed on the stock exchange
website.
xi. The bid book of “Employee” Category shall be segregated from Retail
Category book for allotment.
xii. Allotment under the “Employee” category shall be based on the PAN details of
employees shared by the company on T-1 day. The PAN mis-matched bids
shall be rejected.
xiii. The promoters shall transfer the total shares of OFS on T-1 day including
shares reserved for "Employee” category, to the designated clearing
corporation.
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6. The provisions of this circular shall come into effect from 30th day of issuance of this
circular.
7. All recognized stock exchanges and clearing corporations are advised to:
i. take necessary steps and put in place necessary systems for
implementation of the above.
ii. make necessary amendments to the relevant bye-laws, rules and
regulations, wherever required, for the implementation of the above; and.
iii. bring the provisions of this circular to the notice of the market participants
(including investors) and disseminate the same on their website.
8. This circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act 1992 read with Regulation 51 of
the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
Regulations, 2018 to protect the interests of investors in securities and to promote
the development of, and to regulate the securities market.
9. This circular is available on SEBI website at www.sebi.gov.in at “Legal Framework -
Circulars.”
Yours faithfully,
Hruda Ranjan Sahoo
Deputy General Manager
Tel no.: 022-26449586
Email: hrsahoo@sebi.gov.in
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