Listing Agreement for Securitized Debt Instruments
Summary
This circular mandates a Listing Agreement for securitized debt instruments to enhance secondary market liquidity and public disclosure. It requires recognized stock exchanges to implement the agreement and adopt the Actual/Actual day count convention for trades. The agreement establishes covenants for Special Purpose Distinct Entities regarding issuance, structural modifications, and compliance with securities laws. This section outlines the SPDE's obligations regarding regulatory compliance, timely payments, and credit enhancement availability. It details requirements for public issue allotments, security deposits, listing fees, and dematerialization procedures. Furthermore, it mandates continuous disclosure of material events, loan-level information, and periodic reporting to regulators and investors. Paragraph 18 allows the SPDE to apply for relaxation from agreement provisions with Exchange approval and SEBI consent. Paragraph 19 mandates that listed instruments remain until maturity or delisting, while reserving the Exchange's right to delist securities at any time. Paragraph 20 grants the Exchange the right to take action if the SPDE fails to comply with the agreement or Sec
Text
SEBI has notified regulations providing a framework for issuance and listing of securitized debt instruments by a special purpose distinct entity (SPDE).
A Listing Agreement is put in place to enhance information available in the public domain on performance of asset pools, providing for disclosure of pool level, tranche level and select loan level information.
The Listing Agreement for securitized debt instruments shall come into force with immediate effect for all securitised debt instruments seeking listing on the Stock Exchange.
SPDEs which make frequent issues of securitized debt instruments are permitted to file umbrella offer documents on the lines of a ‘shelf prospectus’.
Actual/ Actual day count convention, shall be mandatory for all listed securitized debt instruments to ensure uniform market convention for secondary market trades.
All recognized Stock Exchanges are directed to give effect to the policies, put in place the Listing Agreement, and make consequential changes to bye-laws as necessary.
This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with S.17A of Securities Contract (Regulation) Act, 1956.
The SPDE agrees to intimate to the Exchange, of its intention to issue new securitized debt instruments either through a public issue or on private placement basis prior to issuing such securities.
The SPDE must ensure that any scheme of arrangement/ amalgamation/ merger/ reconstruction/ reduction of capital does not violate, override or circumscribe the provisions of securities laws or the Exchange requirements.
No material modification shall be made to the structure of the securitized debt instruments without prior approval of the Exchanges where the securitized debt instruments are listed, after approval by Trustees.
ensure timely interest/ redemption payment;
where credit enhancement has been provided for, to make credit enhancement available for listed securitized debt instruments at all times;
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Source: SecMarx — Listing Agreement for Securitized Debt Instruments. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.