Simplified Listing Agreement for Debt Securities
Summary
This document introduces a simplified Listing Agreement for Debt Securities to rationalize disclosure norms based on whether the issuer's equity is listed. It establishes that issuers with listed equity must comply with Part A of the agreement, while those without listed equity must comply with Part B. The circular supersedes previous SEBI circulars and directs stock exchanges to implement these new listing requirements immediately. This section outlines the Issuer's obligations regarding delisting, unclaimed interest, and security maintenance for debt securities. It mandates timely reporting to debenture trustees and exchanges concerning financial reports, notices, and potential defaults. The text further details requirements for allotment timelines, payment methods, and notification of material events affecting security holders. This section outlines the issuer's obligations regarding compliance officers, fee payments, and adherence to exchange regulations for dematerialization. It mandates specific annual and half-yearly financial disclosures, including related party transactions and cash flow statements. The text further details requirements for publishing unaudited financial r
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SEBI has notified regulations providing a simplified regulatory framework for issuance and listing of non-convertible debt securities by any issuer company, public sector undertaking or statutory corporation.
Where the equity of an issuer is listed, minimal incremental disclosures related to the debt security issuance would be sufficient, since large amount of information is already in public domain.
Where the equity of an issuer is not listed, detailed disclosures, fewer than those made under the equity Listing Agreement, would need to be made.
The Listing Agreement consists of two parts: Part A prescribes incremental disclosures for issuers whose equity shares are listed, and Part B prescribes detailed disclosures for issuers whose equity shares are not listed.
The Listing Agreement for debt securities shall come into force with immediate effect for all ‘debt securities’ seeking listing on the Stock Exchange.
Specific SEBI Circulars dated between 2003 and 2007 stand superseded with immediate effect, though actions taken under them remain deemed valid.
All recognized Stock Exchanges are directed to give effect to the policies and put in place the Listing Agreement for debt securities as set out at Annexure.
Stock Exchanges must make consequential changes, if any, to the equity Listing Agreement and the bye-laws of the Exchange as may be applicable and necessary.
Stock Exchanges must communicate to SEBI the status of the implementation of the provisions of this circular in the next Monthly Development Report.
This circular is issued in exercise of powers conferred by sub-section (1) of section 11 and section 11A of the Securities and Exchange Board of India Act, 1992.
The Issuer agrees that in addition to the covenants in the equity Listing Agreement executed between the Issuer and the Exchange, it shall comply with the covenants in this part.
The Issuer agrees that it shall forward to the debenture trustee promptly a copy of the Statutory Auditors’ and Directors’ Annual Report, Balance Sheet and Profit & Loss Account and of all periodical and special reports.
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Source: SecMarx — Simplified Listing Agreement for Debt Securities. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.