The Securities and Exchange Board of India (“SEBI”), vide notification dated July 3, 2023, issued the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023 (“Second Amendment Regulations”) to amend the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“Regulations”) which, inter-alia, governs the issuance and listing of debt securities by way of public issuance and on a private placement basis.
By way of the Second Amendment Regulations, SEBI has made the following changes to the Regulations –
Chapter VA (Issuance and Listing of Non-Convertible Securities Issued on a Private Placement Basis) has been introduced in the Regulations requiring an issuer making a private placement of non-convertible securities and seeking listing thereof to file a general information document with the relevant stock exchange containing the following disclosures: (i) disclosures specified in Schedule I of the Regulations; (ii) disclosures specified under the Companies Act, 2013; and (c) any additional disclosures as may be specified by SEBI. These provisions are applicable on a ‘comply or explain’ basis until March 31, 2024 and mandatorily thereafter.
Certain key provisions of Chapter VA are as follows:
Further, Chapter V B (Requirements for Large Corporates) has been introduced in the Regulations requiring listed entities which fulfil the criteria of ‘Large Corporate’ as may be specified by SEBI to comply with the conditions or requirements as may be specified by SEBI from time to time.
Schedule II (Disclosures for Private Placement of Non Convertible Securities) has been omitted and Schedule I (Disclosures for Public Issue of Debt Securities and Non Convertible Redeemable Preference Shares) has been substituted to provide for a common schedule, Schedule I (Disclosures for Issue of Securities), for non-convertible securities being issued by way of a public issue and on a private placement basis.
The amended Schedule I (Disclosures for Issue of Securities) requires the issuer, being a non-banking finance company or housing finance company, to disclose certain additional details on asset liability management.
This update has been contributed by Aastha (Partner) and Aditi Kashyap (Associate).
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