Review of provisions pertaining to Electronic Book Provider (EBP) platform to increase its efficacy and utility
Summary
This circular modifies the SEBI Master Circular to enhance the Electronic Book Provider (EBP) platform for private placements of debt securities and NCRPS. It mandates EBP usage for issues exceeding Rs. 20 crore while allowing voluntary access for smaller issuances and specific instruments like REITs units. The update introduces new timelines for in-principle approvals, anchor investor allocation rules, and disclosure requirements effective within three to six months.
Text
SEBI set up a working group to review feedback on primary issuance of various securities on a private placement basis to increase the efficacy and utility of the EBP platform.
Certain provisions of the Master circular no. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024, specifically in Chapter VI and Chapter VII, are hereby modified based on working group recommendations.
Private placement of debt securities, NCRPS, and municipal debt securities must be made through the EBP platform if the issue is a single issue of Rs. 20 crore or more, a shelf issue cumulatively amounting to Rs. 20 crore or more in a financial year, or a subsequent issue where the aggregate equals or exceeds Rs. 20 crore.
An issuer may choose to access the EBP platform for private placement of securitised debt instruments, security receipts, CPs, CDs, and units of REITs, SM REITs, and InvITs.
Issuers of debt securities, NCRPS, and municipal debt securities with an issue size less than Rs. 20 crore may also choose to access the EBP platform.
The Issuer shall provide the Placement Memorandum and term sheet to the EBP at least two working days prior to the issue opening date; first-time users must provide this information at least three working days prior.
The Placement Memorandum and term sheet must disclose details of the issue size and green shoe portion, which shall not exceed five times the base issue size.
If there are two or more bids at cut-off coupon/price/spread, allotment shall be done on a pro-rata basis.
The quantum of allocation to anchor investors shall not exceed 30% for AAA/AA+/AA/AA- rated instruments, 40% for A+/A- rated instruments, and 50% for others, subject to total allocation not exceeding the base issue size.
If the issuer opts for an anchor portion, it shall be suitably disclosed in the placement memorandum and the term sheet along with the relevant quantum.
Issuer shall disclose anchor investor details to the EBP, and such investors shall provide electronic confirmation by T-1 day; unconfirmed amounts are added back to the base issue size.
EBPs shall ensure that specified details regarding the issuance are updated on its website by end of T-day for issues closing up to 1 p.m. and by 1 p.m. on T+1 day for remaining issues.
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Source: SecMarx — Review of provisions pertaining to Electronic Book Provider (EBP) platform to increase its efficacy and utility. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.