The Securities and Exchange Board of India (“SEBI”) has rolled out a Master Circular (“Circular”) for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper repealing the following circulars:
- New format of Abridged Prospectus for public issues of Non-Convertible Debt Securities and/or Non-convertible Redeemable Preference Shares dated 4.09.2023
- Ease of doing business and development of corporate bond markets – revision in the framework for fund raising by issuance of debt securities by large corporates (LCs) dated 19.10.2023.
- Modifications to provisions of Chapter XXI of NCS Master Circular dealing with registration and regulatory framework for Online Bond Platform Providers (OBPPs) dated 28.12.2023
This Circular has come into force since 22.05.2024.
Key Highlights:
- A requirement for Issuers, Merchant Bankers, and syndicate members involved in public issues to disclose detailed instructions, as specified in the Annexures of the Circular, on their websites has been introduced. This information must be available to investors during the period the public issue is open. This addition complements the existing requirements for using the UPI mechanism for fund blocking, bidder confirmations, and payment instructions. The Circular further provides for instructions for completing the Application Form.
- The revised Circular mandates the new format for the Abridged Prospectus for all public issues opening on or after October 1, 2023. The Abridged Prospectus must be available on the Issuer, merchant bankers, and registrar websites, with download links in issue advertisements. A QR code linking to the Prospectus must be included in the Abridged Prospectus and other relevant documents. Issuers and Merchant Bankers must ensure the Abridged Prospectus contains accurate, non-misleading disclosures, with qualitative statements substantiated by quantitative factors.
- Provisions for fund-raising through the issuance of debt securities by large corporations have been updated.
- The registration and regulatory framework for Online Bond Platform Providers has also been revised. Entities operating as Online Bond Platform Providers must now offer only specified products, securities, or services on their platforms.
The Circular is linked below for your reference.
Source: Securities and Exchange Board of India
