listing of securities on private placement basis.

Gist of SEBI circular standardising the timeline for listing of securities on private placement basis on the bourses.

  1. SEBI has been receiving requests from various market participants for clarification on the time period within which securities issued on private placement basis under SEBI ILDS, SEBI NCPRS, SEBI SDI and SEBI ILDM Regulations need to be listed after completion of allotment in respect of

i. SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (SEBI ILDS),
ii. SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 (SEBI NCRPS),
iii. SEBI (Public Offer and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 (SEBI SDI) and
iv. SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015

  1. After discussions and taking feedback from market participants, it has been decided to stipulate the following timelines:

Depositories shall activate the ISINs of debt securities issued on private placement basis only after the Stock Exchange(s) have accorded approval for listing of such securities.
Further, in order to facilitate re-issuances of new debt securities in an existing ISIN, Depositories are advised to allot such new debt securities under a new temporary ISIN which shall be kept frozen. Upon receipt of listing approval from Stock Exchange(s) for such new debt securities, the debt securities credited in the new temporary ISIN shall be debited and the same shall be credited in the pre-existing ISIN of the existing debt securities, before they become available for trading.
Stock Exchange(s) are advised to inform the listing approval details to the
Depositories whenever listing permission is given to debt securities issued on private placement basis.

  1. In case of delay in listing of securities issued on privately placement basis beyond the timelines specified in para 2 above, the issuer shall;
    4.1. pay penal interest of 1% p.a. over the coupon rate for the period of delay to the investor (i.e. from date of allotment to the date of listing)
    4.2. be permitted to utilise the issue proceeds of its subsequent two privately placed issuances of securities only after receiving final listing approval from Stock Exchanges.
  2. Clause 4(a) (ii) of the SEBI Circular No. SEBI/ HO/ MIRSD/ DOS3/ CIR/P/2019/68 dated May 27, 2019 stands deleted.
  3. The circular shall come into force with effect from December 01, 2020.

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