Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

SEBI/LAD-NRO/GN/2021/39 · 2021-08-09 · Securities and Exchange Board of India

Summary

This part comprises the Preliminary Chapter of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 notified on 9th August 2021 under SEBI Act s 30(1) and published in the Gazette of India Extraordinary Part III Section 4. Regulation 1 states the short title and that the regulations come into force on the seventh day from publication in the Official Gazette. Regulation 2 defines key terms including abridged prospectus, advertisement, arranger, debt securities, green debt security, ESG Debt Securities, electronic book provider platform and issuer. This part defines terms from “key managerial personnel” to “working day” for the Issue and Listing of Non-Convertible Securities Regulations, including non-convertible securities, offer document, private placement, public issue and secured debt securities. It specifies that working day has distinct meanings for announcement of bid/issue period and for the period between bid/issue closing and listing. It states the regulations apply to public issuance and listing of debt securities and non-convertible redeemable preference shares, private placement of non-convertible securities proposed to be listed, and listing of c

Text

These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021.

These regulations shall come into force on the seventh day from the date of its publication in the Official Gazette.

“abridged prospectus" means a memorandum accompanying the application form for a public issue containing such salient features of a prospectus as specified by the Board;

“Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

“advertisement” means and includes notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, websites or in any other print or digital medium, radio, television programmes through any electronic medium;

“arranger”, in relation to a private placement of non-convertible securities, means a merchant banker or a broker registered with the Board, a primary dealer registered with Reserve Bank of India, who, prior to acting as an arranger in an issue of non-convertible securities is appointed by the issuer to act as such on behalf of the persons eligible to participate on the electronic book provider platform;

“Board” means the Securities and Exchange Board of India established under the provisions of Section 3 of the Act;

“book building” means a process undertaken to elicit demand and to assess the price for determination of the quantum or value of the non-convertible securities, in accordance with these regulations;

‘commercial paper’ means commercial paper as defined by the Reserve Bank of India;

"credit rating agency" means a Credit Rating Agency registered with the Board;

“day count convention” is the system used to determine the number of days and the amount of accrued interest/dividend between two interest/dividend payment dates;

“debenture trustee” means a debenture trustee registered with the Board;

Source: SecMarx — Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.