Check list for conversion of FCCB

FCCB Checklist
Parties involved:
Company : XYZ
Lead Manager (LM) : Counsel to Company :
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
• Approval for the Issue from the Board of Directors (BM on 08.01.2011)
• Shareholders Meeting for approval for Issue u/s 81 (EGM on 10.02.11).
• Intimation to Stock Exchange, the outcome of EGM and filing of Form 23 with ROC.
(12.02.11)
• 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)
• Intimation to Stock Exchange, the outcome of the Board Meeting. (13.02.11)
• Arranging NOCs from existing Lenders. (13.02.11)
• Appointment of agencies like, Lead Manager, International Counsel, Indian Counsel, trustee,
Banker. (13.02.11)
• Commercial, Legal Due Diligence and Working Capital Report. (15.02.11)
• Review of Due Diligence Report and Working Capital Report.
• Draft of Offer Memorandum to be prepared in consultation with Lead manager and Legal
Counsel.
• Vetting of offer Memorandum by Legal Counsel. (20.02.11)
• Submission of draft Offer Memorandum with LuxSE. (20.02.11)
• Finalize the OM and hold Board Meeting for finalization of OM. (25.02.11)
• Apply to NSE/ BSE for in-principle approval of FCCB issue. (20.02.11)
• Filing of OM to RBI (TO BE CHECKED)
• Discuss and finalize Deposit Agreement, Placing Agreement, Escrow Agreement.
• Hold Board Meeting to approve the final OM, Deposit Agreement, Placing Agreement,
Escrow Agreement etc. (25.02.11)
• Circulate the final OM, and all agreement to different parties as advised by Lead Manager.
(28.02.11)
• Final discussion with LuxSE and its preliminary/ in principle approval of listing.
• Receipt of BSE/ NSE in-principle approval before the issue of FCCB. (05.03.11)
• Management Presentation to Lead Manager & Counsels. (28.02.11)
• Ensuring compliance with Publicity Guidelines w.e.f. kick-off date – No press release, etc.
to be given without approval of LM & IC.
• Pre-marketing exercise - Presentations to analysts & prospective investors (10.03.11)
• Opening of separate Bank Account in overseas.
• Finalisation of terms & conditions and structure of FCCBs
• 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).
• Arranging legal opinions from Local Counsel to Company (as on opening & closing date).
• Printing of Offering Circular
• Finalisation of Road Show Presentation
• Road Show & Presentations & meeting Analysts & Prospective investors.
• Opening of Issue
• LM to assess the demand & finalise the terms & quantum of FCCBs
• Signing of Subscription Agreement
• Intimation to Stock Exchanges & issue of Press Release regarding opening of Issue.
• Finalisation of Trust Deed.
• Finalisation of Loan Agreement.
• Finalisation of Issue & Paying Agent Agreement.
• Finalisation of Agreement with Process Service Agent.
• Lead Manager/ Escrow Bank to co-ordinate receipt of funds from Investors and keep
Company advised.
• Print, File and Distribute final OM to all parties 4 days prior to the Issue Date.
• OM to be signed by the authorised signatories of Issuer ( Min. 2 directors) and shall be
furnished in a hard bound copy one day prior to the date of listing.
• File the final offering document with SEBI, ROC and Indian Stock Exchanges.
• Due Diligence Report from the investors as required under ECB guidelines.
Post-issue Activities
• Board/ Committee Resolution for allotment of FCCBs
• Issue of Global Certificates
• Payment Instructions to Lead Manager for Transfer of Funds (net of Lead Manager’s &
International Counsel Fees & estimated out-of-pocket exp.)
• Signing of Trust Deed, Agency Agreements
• Filing Form 83 with RBI, Mumbai within 7 days of date of Subscription Agreement.
• Arranging Investment of Funds in fixed deposits overseas (SBI, London).
• Intimation to Stock Exchanges & press release regarding Closing of Issue
• Filing copy of OC to SEBI, RBI Mumbai, concerned ROC & Stock Exchanges
• Submission of Undertakings & Documents to Listing Agent for filing with Overseas SE
• Arranging payments to various agencies involved.
• Intimation to RBI Mumbai regarding receipt of Funds & details of investors within 30 days
from closing date.
• Filing of Monthly Return in Form ECB-2 with RBI, Mumbai
• Arranging Payment of interest on FCCBs through Authorised Dealer.
• Compliance of requirements as per Trust Deed, Subscription Agreement and Agency
Agreements.
• Compliance with Listing Requirements with Overseas Stock Exchange.
Checklist for Conversion of FCCBs into Shares:

• Send letters to BSE & NSE that the Company is expecting some conversion and send the set
of documents required for listing.
• Send letters to NSDL & CDSL that the Company is expecting some conversion and send the
set of documents required for Corporate Action.
• Prepare draft applications for listing and Corporate Action along with annexures thereto with
as much detail as is available.
• Prepare draft Agenda & Resolution for allotment of shares.
• Prepare draft letters to be sent to various authorities
• Review the relevant clauses of Offering Circular, Trust Deed & other Agreements and ensure
that the relevant conditions are complied with.
• Verify that the Conversion notice is in proper form and signed by bondholder.
• Hold Board meeting to allot shares on conversion. 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.
• Issue Share Certificate(s) in the name of Bondholder(s) (or NSDL/CDSL, as the case may be
??), affix stamps/pay stamp duty thereon and get the same signed from authorized signatories.
• Send intimation of conversion of FCCBs/ allotment of shares to BSE, NSE, SG-XT,
Bondholder, Trustee and RTA, by fax & e-mail.
• 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.
• Send intimation of allotment to RBI along with Form FC-GPR and ECB 2 along with copy of
RBI Registration.
• File Form 2 with ROC alongwith copy of resolution and list of allottees.
• Finalise the application for listing & send the same to BSE & NSE alongwith necessary
documents.
• 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. Letter to also state that the copy of listing approval will be send immediately upon
receipt.
• Inform RTA to be ready for corporate action.
• Obtain the listing approval letters from BSE & NSE.
• Fax the listing approval letters to NSDL & CDSL as soon as the same is received.
• Co-ordinate with NSDL, CDSL and RTA for corporate action and get the shares credited in
demat account of shareholder(s) at the earliest.
• Obtain confirmation letter of Credit of Shares from NSDL & CDSL over fax.
• Send the confirmation letter by fax to BSE & NSE and follow-up for approval for trading of
new shares.
• Obtain the trading approval from BSE & NSE over fax.
• Send letter to shareholder & trustee regarding credit of shares and trading approval.