Rule · SEBI · 25 Jul 2012
All Registered Merchant Bankers and Recognized Stock Exchanges must ensure application forms are printed on A4 sheets with no changes to spacing or data fields. Abridged prospectuses must use Times New Roman font, size 10 minimum, with specific line and character spacing, bold uppercase major heads, and colored straps on every page. Issuers and intermediaries must comply with these instructions effective 30 days from the circular’s date.
¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India CIRCULAR CIR/IMD/DF-1/19/2012 July 25, 2012 All Registered Merchant Bankers All Recognized Stock Exchanges Dear Sir/Madam, Sub: Contents of Application Form and Abridged Prospectus for Public Issue of Debt Securities
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i. For issues offered only in dematerialized form, the sections pertaining to
physical applications may be removed.
ii. Under Point No. 5 in application form, the number of columns for providing
different series details is illustrative and may vary depending on the terms of the issue.
iii. Investor Categories and sub-categories may vary depending on the issue.
iv. Details to be provided under issue structure may vary depending on the terms
of the issue.
v. KYC documents required may vary depending on the terms of the issue.
vi. The declaration pertaining to application in physical form may be removed if
the issue is offered only in dematerialized form. c) In case the issue is not offered to NRI investors, the NRI specific form may not be printed.
5. The following shall be applicable with respect to the abridged prospectus annexed
to the application form:
Abridged Prospectus a) The abridged prospectus shall be printed in A4 size sheets. The information shall be provided under the abridged prospectus as given at Annexure-C hereto. b) The Abridged Prospectus shall be printed:
i. In Times New Roman font,
ii. in a font size of not less than 10,
iii. with a line spacing not less than 1.00 lines
iv. and normal character spacing with 100% scale and no condensation.
c) A larger font size may be used, if required, for different heads of information. All major heads shall be in uppercase and bold and in boxes. The first level subheads shall be in bold and in boxes. The other levels of sub-heads shall be bold and underlined. d) The numbering shall be either continuous or with different types of numbering for different heads/ sub-heads. e) The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the abridged prospectus is mutilated.
¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India f) The order of the contents in the abridged prospectus shall not be changed. g) Tabular formats and pointers may be used wherever possible for efficient understanding. Instructions for filling up the form, payment instructions and risk factors shall be in pointers and every pointer shall be in a new line. h) The top of every page in the abridged prospectus shall have a colored strap in bold letters incorporating the statement “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” i) Under the sections ‘any other information’, any information which is important for the investor but has not been included in the other heads may be included. j) Risk factors shall be so provided that they convey the risks associated with the issue briefly. k) A reference may be made to the prospectus wherever necessary.
6. The issuer and all the concerned intermediaries are directed to comply with the
instructions contained in this circular effective from 30 days to the date of this circular.
7. This circular is issued in exercise of powers conferred under Section 11(1) and
section 11A of the Securities and Exchange Board of India Act, 1992 read with
Regulation 31(1) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.
8. This circular is available on SEBI website at http://www.sebi.gov.in/ under the
category “Legal Framework” and “Corp Debt Market”.
Yours faithfully,
Maninder Cheema
Deputy General Manager
Investment Management Department
Tel No.022-26449754
Email id - maninderc@sebi.gov.in
APPLICATION FORM
(FOR RESIDENT APPLICANTS)
Application
Form No.
ISSUE OPENS ON : ........................................, 2012 ISSUE CLOSES ON* : ........................................, 2012
PLEASE FILL IN BLOCK LETTERS TEAR HERE TEAR HERE I/We Hereby Confirm That I/We Have Read And Understood The Terms And Conditions of This Application Form And The Attached Abridged Prospectus And Agree To The ‘Applicant’s Undertaking’ As Given Overleaf. I/We Hereby Confirm That I/We Have Read The Instructions For Filling Up The Application Form Given Overleaf. PUBLIC ISSUE OF NON CONVERTIBLE DEBENTURES VIDE PROSPECTUS DATED .........................., 2012
1. APPLICANT’S DETAILS - PLEASE FILL IN BLOCK LETTERS (Please refer to instruction no. [●])
BROKER’S NAME & CODE SUB-BROKER’S/ AGENT’S CODE BANK BRANCH STAMP Series 1 2 3 4 5 6 Issue Price () Coupon / Frequency of payment Maturity Minimum Application No. of Bonds applied Amount Payable () Grand Total () 5. INVESTMENT DETAILS (For details, please refer Issue Structure overleaf) 4. IN CASE OF APPLICATION TO HOLD THE NCDs IN PHYSICAL FORM, PLEASE PROVIDE FOLLOWING DETAILS (Please enclose self attested copies of the KYC Doccuments along with the Application Form. For list of KYC documents, please refer overleaf) NOMINATION (Please see instruction no. [●]) Name of the Nominee : If Nominee is Minor, Guardian’s Name : Bank Details for payment of Refund / Interest / Maturity Amount Bank Name : Branch : Account No.: IFSC Code : PERMANENT ACCOUNT NUMBER (Furnishing PAN is mandatory. Please refer Instruction No. [●]) SOLE/FIRST APPLICANT SECOND APPLICANT THIRD APPLICANT SIGNATURE(S) 6. PAYMENT DETAILS (Please write Application Number, Applicant Name and Phone No. on reverse side of the Cheque/DD) Amount Paid ( in figures) ( in words) CHEQUE/ DEMAND DRAFT (DD) (To be Drawn in Favour of [●]) Cheque/DD No. Dated Drawn on (Bank Name & Branch) DDMM YY Received From While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Bank matches with the date stamp on the Acknowledgement Slip. TEAR HERE COMPANY NAME Acknowledgement Slip for Applicant Application Form No. Bank's Stamp & Date (Mandatory) Cheque/Demand Draft No. Dated 2012 Drawn on (Name of the Bank and Branch) All future communication in connection with this application should be addressed to the Registrar to the Issue ............................................................................... ............................................................. For details, pleaser refer overleaf. Acknowledgement is subject to realization of Cheque / Demand Draft. DATE : D DMMY D DMMY BANK BRANCH SERIAL NO. DATE OF RECEIPT Series 1 2 3 4 5 6 Issue Price ()
No. of NCDs applied for
Amount Payable (`)
Grand Total
First Applicant (Mr./ Ms.)
Date of Birth Name of Guardian (if applicant is minor) Address Pin Code (Compulsory) Tel. No/ Mobile Email Second Applicant (Mr./ Ms.) Third Applicant (Mr./ Ms.)
2. Investor Category (Please refer overleaf) Sub Category Code (Please refer overleaf) Category I Category II Category III
3. IN CASE OF APPLICATION IN DEMATERIALISED FORM, PLEASE PROVIDE APPLICANT’S DEPOSITORY DETAILS (Please refer to instruction no. [●])
For NSDL enter 8 digit DP ID followed by 8 digit Client ID / For CDSL enter 16 digit Client ID NSDL CDSL
2 XYZ LIMITED
I/We hereby agree and confirm that:
1. I/We have read, understood and agreed to the contents and terms and conditions of .................................................................... Prospectus dated ____________, 2012 (“Prospectus”)
2. I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith.
3 . I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements.
4. I/We irrevocably give my/our authority and consent to [ ], to act as my/our trustees and for doing such acts as are necessary to carry out their
duties in such capacity.
5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s).
6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements.
7. In making my/our investment decision I/We have relied on my/our own examination of the company and the terms of the issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus.
8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs
applied for.
Additional Undertaking in case the Applicant wishes to hold the NCDs in physical form:
1. In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the NCDs in physical form.
2. I/We confirm that the information provided in this form is true and correct and I/We enclose herewith self attested copies of the KYC Documents.
APPLICANT'S UNDERTAKING
Issue Structure:
Options 1 2 3 4 5 6
Frequency of Interest Payment
Minimum Application In Multiples of
Face Value of NCDs ( / NCD) Issue Price ( / NCD)
Mode of Interest Payment
Coupon (%)
Effective Yield (per annum)
Put and call option
Tenor
Redemption Amount (` / NCD)
Nature of Indebtedness
Investor Categories:
Category I Sub Category Code
Public Financial Institutions, Statutory Corporations 11 Commercial Banks, Co-operative Banks, Regional Rural Banks 12 Provident Funds, Pension Funds, Superannuation Funds, Gratuity Fund 13 Venture Capital funds registered with SEBI 14 Insurance Companies registered with the IRDA 15 National Investment Fund 16 Mutual Funds 17 Category II Sub Category Code Companies, Bodies Corporate, Societies 21 Public/private charitable/religious trusts 22 Scientific and/or industrial research organizations 23 Partnership firms in the name of the partners 24 Limited liability partnerships 25 Category III Sub Category Code Resident Indian individuals 31 Hindu Undivided Families through the Karta 32 ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM KYC Documents:
(To be submitted only for holding NCDs in Physical Forms) Self-attested copies of the following documents are required to be submitted by the Applicants as KYC Documents:
1. PAN card
2. Proof of identification for individuals: Any of the following documents are accepted as proof for individuals: Passport Voter’s ID Driving Licence
Government ID Card Defence ID Card Photo PAN Card Photo Ration Card.
3. Proof of residential address: Any of the following documents are accepted as proof of residential address: Passport Voter’s ID Driving License
Ration Card Society Outgoing Bill Life Insurance Policy Electricity Bill Telephone (Land/Mobile) Bill.
4. Copy of a cancelled cheque
Basis of Allotment :
For details, please refer to paragraph ( ) on page ( ) of this Abridged Prospectus.
APPLICATION FORM
(FOR NON-RESIDENT APPLICANTS)
Application
Form No.
ISSUE OPENS ON : ........................................, 2012 ISSUE CLOSES ON : ........................................, 2012
PLEASE FILL IN BLOCK LETTERS TEAR HERE TEAR HERE I/We Hereby Confirm That I/We Have Read And Understood The Terms And Conditions of This Application Form And The Attached Abridged Prospectus And Agree To The ‘Applicant’s Undertaking’ As Given Overleaf. I/We Hereby Confirm That I/We Have Read The Instructions For Filling Up The Application Form Given Overleaf. PUBLIC ISSUE OF NON CONVERTIBLE DEBENTURES VIDE PROSPECTUS DATED .........................., 2012
1. APPLICANT’S DETAILS - PLEASE FILL IN BLOCK LETTERS (Please refer to instruction no. [●])
BROKER’S NAME & CODE SUB-BROKER’S/ AGENT’S CODE BANK BRANCH STAMP Series 1 2 3 4 5 6 Issue Price () Coupon / Frequency of payment Maturity Minimum Application No. of Bonds applied Amount Payable () Grand Total () 5. INVESTMENT DETAILS (For details, pleaser refer refer to ‘Issue Structure’ overleaf) 4. IN CASE OF APPLICATION TO HOLD THE NCDs IN PHYSICAL FORM, PLEASE PROVIDE FOLLOWING DETAILS (Please enclose self attested copies of the KYC Doccuments along with the Application Form. For list of KYC documents, please refer overleaf) NOMINATION (Please see instruction no. [●]) Name of the Nominee : If Nominee is Minor, Guardian’s Name : Bank Details for payment of Refund / Interest / Maturity Amount Bank Name : Branch : Account No.: IFSC Code : PERMANENT ACCOUNT NUMBER (Furnishing PAN is mandatory. Please refer Instruction No. [●]) SOLE/FIRST APPLICANT SECOND APPLICANT THIRD APPLICANT SIGNATURE(S) 6. PAYMENT DETAILS (Please write Application Number, Applicant Name and Phone No. on reverse side of the Cheque/DD) Amount Paid ( in figures) ( in words) CHEQUE/ DEMAND DRAFT (DD) (To be Drawn in Favour of [●]) NRO A/C- Cheque/DD No. Dated Drawn on (Bank Name & Branch) NRE A/C- Cheque/DD No. Dated Drawn on (Bank Name & Branch) While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Bank matches with the date stamp on the Acknowledgement Slip. Bank's Stamp & Date (Mandatory) Cheque/Demand Draft No. Dated 2012 Drawn on (Name of the Bank and Branch) Acknowledgement is subject to realization of Cheque / Demand Draft. DATE : D DMMY D DMMY BANK BRANCH SERIAL NO. DATE OF RECEIPT First Applicant (Mr./ Ms.) Date of Birth Name of Guardian (if applicant is minor) Address Pin Code (Compulsory) Tel. No/ Mobile Email Second Applicant (Mr./ Ms.) Third Applicant (Mr./ Ms.) 2. INVESTOR CATEGORY (NRI) CATEGORY III SUB CATEGORY CODE Repatriable Non-Repatriable 3. IN CASE OF APPLICATION IN DEMATERIALISED FORM, PLEASE PROVIDE APPLICANT’S DEPOSITORY DETAILS (Please refer to instruction no. [●]) For NSDL enter 8 digit DP ID followed by 8 digit Client ID / For CDSL enter 16 digit Client ID NSDL CDSL DDMM YY DDMM YY Demat Account Status (Please Tick) : Non-Repatriable Repatriable If Payment is through Demand Draft then a certificate from the Drawee Bank stating whether the Demand Draft has been made by debiting the NRO or NRE Account. Series 1 2 3 4 5 6 Issue Price () No. of NCDs applied for Amount Payable (`) Grand Total Received From TEAR HERE Acknowledgement Slip for Applicant Application Form No. COMPANY NAME (CREDIT RATING) To, The Board of Directors, (Name of the Company) COMPANY LOGO COMPANY NAME All future communication in connection with this application should be addressed to the Registrar to the Issue ............................................................................... ............................................................. For details, pleaser refer overleaf.
ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM KYC DOCUMENTS (To be submitted only for holding NCDs in Physical Forms) Self-attested copies of the following documents are required to be submitted by the Applicants as KYC Documents:
1. PAN card
2. Proof of identification for individuals: Any of the following documents are accepted as proof for individuals: Passport Voter’s ID
Driving Licence Government ID Card Defence ID Card Photo PAN Card Photo Ration Card PIO card in case of application by PIO
3. Proof of residential address: Any of the following documents are accepted as proof of residential address: Passport Voter’s ID
Driving License Ration Card Society Outgoing Bill Life Insurance Policy Electricity Bill Telephone (Land/Mobile) Bill.
4. First Applicant’s Cancelled cheque of the bank account to which the refund, interest and redemption amounts shall be credited by the
Issuer.
I/We hereby agree and confirm that:
1. I/We have read, understood and agreed to the contents and terms and conditions of ...........................................................................
Prospectus dated ____, 2012 (“Prospectus”)
2. I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith.
3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents
of the Prospectus subject to applicable statutory and/or regulatory requirements.
4. I/We irrevocably give my/our authority and consent to [], to act as my/our trustees and for doing such acts as are necessary to carry
out their duties in such capacity.
5. I/we confirm that I am/ we are a NRI(s) as per Foreign Exchange Management Act, 1999, as amended and rules, regulations, notifications
and circulars issued, and I am/ we are not applying for the said Bonds as nominee(s) of any person resident outside India (other than an NRI applicant eligible to apply under the Issue) and/or Foreign National(s) and I am/ we are eligible to apply under the Issue.
6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us
under applicable statutory and/or regulatory requirements.
7. In making my/our investment decision I/We have relied on my/our own examination of the company and the terms of the issue, including
the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus.
8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment
of the NCDs applied for.
Additional Undertaking in case the Applicant wishes to hold the NCDs in physical form:
1. In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the NCDs in physical form.
2. I/We confirm that the information provided in this form is true and correct and I/We enclose herewith self attested copies of the KYC
Documents.
APPLICANT'S UNDERTAKING
ISSUE STRUCTURE
Options 1 2 3 4 5 6
Frequency of Interest Payment
Minimum Application In Multiples of
Face Value of NCDs ( / NCD) Issue Price ( / NCD)
Mode of Interest Payment
Coupon (%)
Effective Yield (per annum)
Put and call option
Tenor
Redemption Amount (` / NCD)
Nature of Indebtedness
2 XYZ LIMITED
¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India ABRIDGED PROSPECTUS
1. DETAILS RELATING TO ENTITIES ASSOCIATED WITH THE ISSUE
This section shall include the following:
a) The name, address and logo of the lead managers, along with telephone number(s), fax number(s), website address(es), name of contact person(s) and email address(es). b) The name address and logo of the Registrar to the issue, along with telephone number(s), fax number(s), website address(es), name of contact person(s) and email address(es). c) The name and address of the Compliance Officer and/or Company Secretary of the issuer, along with telephone number, fax number, website address and email address. d) Any other information as may be necessary for assisting the investors to contact the appropriate authority.
2. DISCLAIMER
This section may include any disclaimers pertaining to the issue that may be required to be made by the issuer.
3. DETAILS PERTAINING TO THE ISSUE
a. OBJECTS OF THE ISSUE
This section shall include objects of the issue and the purpose for which issue proceeds shall be utilized. b. ISSUE PROCEDURE
i. Procedure for Application
1. Availability of Prospectus and Application Forms:
This section may include the centers where the prospectus and application form shall be available to the investor. If the application form is available online, the details of the same may also be mentioned.
2. Who Can Apply:
This section shall include the categories of persons/entities who are eligible to apply for the issue. ANNEXURE - C
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3. Who cannot Apply:
This section shall include the categories of persons/entities who are not eligible to apply for the issue.
4. Any other Information:
Any other information which may be relevant for the investor in understanding the procedure for application
ii. Application for Allotment of Debt Securities in Physical Form &
Dematerialized Form:
1. Applications for Allotment of Securities in the physical form:
This section shall include details for applications by investors for allotment of debt securities in physical form including instructions for filling up the application form, documents to be submitted , if any and any other relevant details.
2. Applications for Allotment of Debt Securities in the dematerialized form:
This section shall include details for applications by investors for allotment of debt securities in dematerialized form including instructions for filling up the application form, documents to be submitted , if any and any other relevant details.
3. Online Applications:
This section may be included if an online application facility is available to the investor. This shall detail the procedure for applying online.
iii. Instructions for filling up Application Form:
1. General Instructions:
This section shall include detailed instructions with respect to filling up of application form and procedure for submission of application. Any general instructions may be included under this section including instructions pertaining to application form, applicants bank account details, joint applications, applications under power of attorney, multiple applications etc.
2. DO’s and DONT’s:
Any specific do’s and dont’s that may be important for the investor for filling and submission of application form may be included in this section.
3. Any Other Information :
¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India Any other information which may be relevant for the investor in understanding the procedure for filling up application form.
iv. Payment Instructions:
This section shall include all the payment instruction to the investors including details of payment into escrow account. If the instructions vary for different category of investors the same may be elaborated.
v. Submission of Application Forms:
This section shall include details of how to submit, where to submit the application form and any other information pertaining to submission of application form.
vi. Rejection of Applications:
This section shall include conditions and situations under which application may be rejected.
c. TERMS OF THE ISSUE
i. General Terms of the Issue
This section shall include the authority under which the debt securities are to be issued and any other relevant information.
ii. Face Value
This section shall include the face value of the debt securities, to be issued.
iii. Security
In case of secured debt securities, details of such security shall be mentioned under this section.
iv. Credit Rating
This section shall include all the ratings that the issue has received.
v. Subscription
This section shall specify the issue opening and closing date and any other information pertaining to the period of subscription of debt securities.
vi. Application Amount
This section shall specify the minimum number of debt securities and the multiples in which the application may be made by the investor.
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vii. Escrow Mechanism
This section shall specify the details of the escrow mechanism pertaining to the issue.
viii. Allotment of Debt securities
This section shall specify the details pertaining to allotment of debt securities including basis of allotment, form of allotment, grouping of applications, allocation ratio, deemed date of allotment, allotments in the first instance, under subscription, over subscription, proportionate allotment, allotment in case of multiple applications etc
ix. Refund Orders
This section shall specify the details of the refund orders pertaining to the issue.
x. Interest
This section shall specify the details pertaining to Interest payment including Interest payment date, Interest on application monies received which are used towards allotment of debt securities, Interest on application monies received which are liable to be refunded etc.
xi. Redemption
This section shall specify the details pertaining to redemption of the debt securities.
xii. Payments
This section shall specify the details pertaining to payments to security-holders including Record date, effect of holidays on payments, manner of payment, modes of payment, printing of bank particulars etc
xiii. Transfer Of Debt securities:
This section shall specify the details pertaining to transfer of debt securities held in demat form, transfer of debt securities held in physical form, register of bond-holders etc
xiv. Taxation
This section shall specify the details pertaining to the tax status of the issue
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xv. Any Other Information
4. OTHER INSTRUCTIONS
This section shall include the details pertaining to security-holder’s rights, nomination, events of default, debenture trustee, pre-issue advertisement, impersonation, Listing of the bonds, utilisation of application money till allotment, any undertaking by the issuer etc.
5. DETAILS PERTAINING TO THE COMPANY
This section shall include details pertaining to the company including following, (i) General Information & Background (ii) Capital structure (iii) Management (iv) Group Companies/Subsidiaries (v) Debt equity ratio (vi) Other financial information (vii) Any other information
6. LEGAL AND OTHER INFORMATION
This section shall include details pertaining to the legal and other information including regulation and policies governing the issue, outstanding litigation and material developments, other regulatory and statutory disclosures, any disclaimer by stock exchange/regulatory authorities etc.
7. RISK FACTORS
This section shall include the following
(i) Risks relating to the company
(ii) Risks relating to Indian economy
(iii) Risks relating to the issue
(iv) Any other risk factors
8. DECLARATIONS:
This section shall include declaration by issuers regarding compliance with all laws and regulations pertaining to the issue, disclosures made being true and correct, etc.
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9. DETAILS OF CENTERS WHERE THE APPLICATION FORMS ARE AVAILABLE
AND COLLECTION CENTRES
This section shall include names and addresses of centers where application forms are available including that of the lead managers to the issue and details of the collection centers.
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“This circular is issued in exercise of powers conferred under Section 11(1) and section 11A of the Securities and Exchange Board of India Act, 1992”
“read with Regulation 31(1) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.”
“CIR/IMD/DF-1/19/2012 dated July 25, 2012”
“[3] Circular no. CIR/IMD/DF-1/19/2012 dated July 25, 2012”
“all appropriate fields, required for public issue of debt securities, as per SEBI Cir No. IMD/DF-1/19/2012 dated July 25, 2012.”
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