New format of Abridged Prospectus for public issues of Non-Convertible Debt Securities and/or Non-convertible Redeemable Preference Shares
Summary
This circular mandates a revised format for the Abridged Prospectus for public issues of Non-Convertible Debt Securities and NRPS effective October 1, 2023. It requires issuers and merchant bankers to ensure disclosures are adequate, accurate, and substantiated with quantitative factors. Additionally, QR codes must be embedded in the documents to link directly to the full prospectus. This section outlines the risk factors, litigation summaries, and material developments required in the prospectus. It includes a declaration by the issuer confirming compliance with statutory regulations and accuracy of disclosures. Finally, it provides instructions for completing the application form, specifying eligibility criteria and general completion guidelines. This section mandates the provision of PAN and eligibility verification for all applicants while specifying submission channels for physical and electronic applications. It outlines strict rejection criteria for applications lacking proper documentation, funds, or compliance with regulatory norms. The text further defines the basis for allotment, including reservation categories, under-subscription spill-over rules, and allocation method
Text
the format for disclosures in the abridged Prospectus has been revised and is placed at Annex-I of this Circular.
Issuer/ Merchant Bankers/ syndicate members like brokers who are involved in the public issue shall disclose the same on their websites during the period a public issue is kept open.
This Circular shall be applicable for all public issues opening on or after October 1, 2023.
A copy of the Abridged Prospectus shall be made available on the website of issuer, merchant bankers, registrar to an issuer and a link for downloading Abridged Prospectus shall be provided in issue advertisement for the public issue.
Further, the issuer/ Merchant Bankers shall insert a Quick Response (QR) code on the last page of the Abridged Prospectus. The scan of such QR code on the Abridged prospectus would lead to the Prospectus.
The Issuer /Merchant Bankers shall ensure that the disclosures in the Abridged Prospectus are adequate, accurate and do not contain any misleading or misstatement.
Furthermore, the Issuer/ Merchant Bankers shall ensure that the qualitative statements in the Abridged Prospectus shall be substantiated with quantitative factors.
The Stock Exchanges are directed to bring the provisions of this circular to the notice of listed entities and also to disseminate the same on their website.
This circular is issued in exercise of powers conferred by Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulation 55 read with Regulation 32(3) of the NCS Regulations.
The contents of this circular will appropriately be added to Chapter II (Application form and Abridged Prospectus) of the Master Circular dated August 10, 2021.
(Minimum 6 and Maximum 10 risk factors to be specified) The below mentioned risks are prominent [*] risk factors each (headings only) as per the Prospectus, including 3 each pertaining to the Issuer and the NCDs.
Total number of outstanding litigations against the Company and amount involved: Name of the Company, By the Company, Against the Company, Directors, Promoters, Subsidiaries...
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Source: SecMarx — New format of Abridged Prospectus for public issues of Non-Convertible Debt Securities and/or Non-convertible Redeemable Preference Shares. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.