THE FINE PRINT OF QIP

The Fine Print of QIP: Examining OneSource's Eligibility After Scheme of Arrangement

- Anirudha Jain

Facts of the case

The board of directors of OneSource Specialty Pharma Limited (“OneSource”) unlisted public company which was supposed to get listed pursuant to the proposed transaction, approved a scheme of arrangement amongst

(i) OneSource;

(ii) Strides Pharma Science Limited (“Strides”), whose shares are listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited (“NSE”);

(iii) Steriscience Specialties Private Limited (“SteriScience”), which is a private limited company;

• The Scheme contemplates demerger of Oral Soft Gelatin and Identified CDMO business (including investments in Onesource) of Strides and Identified Sterile Injectables business of Steriscience into OneSource.

• During National Company Law Tribunal approval proses, Onesource was evaluating to undertake a fund-raising by way of a qualified institutional placement (“QIP”) of its equity shares of the same class as that of Strides under Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR”), immediately post listing of its shares on BSE and NSE.

SEBI Issue of Capital & Disclosure Regulations (ICDR) Provisions w.r.t QIP:

• In terms of Regulation 172 of ICDR, a listed issuer may make a qualified institutions placement of eligible securities if it satisfies the conditions provided thereto, the extracts of which are reproduced below (with the relevant portion highlighted) for ease of reference: