Document Summary
Guidelines for the Release of Information in connection with the Proposed Initial Public Offering (IPO) of Equity Shares of Vikram Solar Limited, issued by Linklaters and Khaitan & Co. on June 11, 2024, address the restrictions on publicity and information dissemination for Vikram Solar Limited's (the “Issuer” or "Company") proposed IPO. The guidelines apply to all "Offering Participants," including the Company, selling shareholders, their officers and directors, the Book Running Lead Managers (BRLMs), syndicate members, advertising agencies, and anyone acting on their behalf.
The guidelines are effective immediately and remain in effect until the later of 40 calendar days after the closing date of the Offering or upon completion of the distribution of the Securities. The Issuer must designate an "Authorized Person" to ensure compliance with these guidelines regarding all communications issued to the public during this "Restricted Period." This memorandum should be read in conjunction with the Indian law memorandum on publicity guidelines prepared by Indian counsels.
Key Restrictions and Guidelines:
- Responding to Enquiries: Only the Authorized Person should respond to press or other enquiries related to the Offering, restricting responses to already public information.
- Press Releases & Conferences: Press releases containing "Relevant Information" must include specific legends (as per Schedule 1) and cannot be distributed in the United States prior to the expiry of the Restricted Period. The Issuer cannot participate in investor-oriented conferences in the United States (excluding roadshows managed by the Managers).
- Press Activity: U.S. journalists can attend press conferences outside the United States if specific conditions are met, including that the conference and materials are outside the U.S. and accessible to non-U.S. journalists. Any materials discussing the Offering must include the required legends. One-on-one interviews with U.S. journalists outside the United States are permitted if similar opportunities are given to non-U.S. journalists and are pre-approved.
- Communicating Business Developments: The Issuer can continue providing factual information about business developments in the ordinary course, pre-approved by the Authorized Person and Linklaters.
- Website Content: Content on the Issuer's website should be consistent with the Offer Document. Information mentioning the Offering should not be posted without consulting Linklaters and must be behind residence-based website blockers to prevent U.S. access.
- Approval of Relevant Information: All directors, officers, and employees responsible for releasing potentially "Relevant Information" must have these guidelines drawn to their attention. The Authorized Person must be notified before releasing any such information. If Relevant Information is identified, Linklaters must be consulted.
- Responding to Enquiries (Detailed): Responses should be confined to already public information, avoiding comments on investment merits or value and references to the U.S. portion of the Offering.
- Press Releases and Conferences (Detailed): No press conferences are allowed in the United States. Press releases referring to the Offering should not be issued or disseminated in the United States before the expiry of the Restricted Period.
Release of Information to Analysts, Banks, and Brokers:
- The Authorized Person is responsible for managing information provided to analysts, banks, and brokers, limited to historical factual information.
- Any materials sent to the Issuer by analysts, banks or brokers for review should be forwarded to the Authorized Person who must send them to Linklaters and the Managers as soon as they are received.
- If faced with a direct enquiry about the issue of the Securities or financial projections of the Issuer, or a request for a meeting from a US analyst, the Issuer should respond that it would not be appropriate at this time to discuss the Issuer's projected results or any potential offering of its securities.
Internet Activities:
- The Issuer's website should not refer to the issue of the Securities unless access is limited to persons outside the United States and other relevant jurisdictions.
- The Authorized Person should monitor the Issuer's Internet activities, inspect posted information, review product-oriented communications, and examine Internet-transmitted communications for potential issues.
Legal Restrictions Under Indian Law (Annexure A):
- Under Indian law and the Securities and Exchange Board of India (SEBI) regulations, restrictions are placed on public communication, publicity material, advertisements, and research reports related to the IPO.
- This memorandum also addresses restrictions related to the Insider Trading Regulations 2015 which govern the communication and procurement of unpublished price sensitive information relating to companies or securities "listed" or "proposed to be listed" in India.
- Advertising Material (defined as all forms of publicity) must be consistent with past practices of the Company. If it is not, a disclaimer must be prominently displayed indicating that Vikram Solar Limited is proposing a public issue.
- In the Post-Filing Period (after DRHP filing with SEBI), Advertising Material should state that a DRHP has been filed with SEBI or an RHP/Prospectus has been filed with the Registrar of Companies and that these documents are available on the websites of the Company, SEBI, BRLMs, and stock exchanges. Such material should contain only factual information, not projections or forward-looking statements.
General "Dos and Don'ts" of communication:
- Do: Continue routine announcements about the non-financial aspects of the business. Ensure that Advertisements reproduce or present past performance with necessary explanatory or qualifying statements. Make advertisements clear, concise and understandable.
- Don't: Use extensive technical or legal terminology, or any statements that can be misconstrued to exaggerate results or performance. Do not advertise or give any indication that the offering is oversubscribed.
Consequences of Non-Compliance:
Failure to comply with these guidelines could result in criminal offenses or civil liability, impair the Issuer's ability to enforce agreements, jeopardize the IPO's success, cause the Issuer to lose exemptions from registration requirements, or result in the Issuer and the Managers being liable to investors.
