Securities and Exchange Board of India
March 16, 2011
All Recognized Stock Exchanges
Dear Sir/ Madam,
Sub: Listing Agreement for Securitized Debt Instruments
1. In order to develop the primary market for securitized debt instruments in India, SEBI has notified the Securities and Exchange Board of India (Public offer and Listing of Securitised Debt Instruments) Regulations, 2008. The regulations provide for a framework for issuance and listing of securitized debt instruments by a special purpose distinct entity (SPDE).
2. Listing of securitized debt instruments would help improve the secondary market liquidity for such instruments. With a view to enhance information available in the public domain on performance of asset pools on which securitized debt instruments are issued, it has been decided to put in place a Listing Agreement for securitized debt instruments. The Listing Agreement provides for disclosure of pool level, tranche level and select loan level information.
3. The Listing Agreement for securitized debt instruments as set out at Annexure shall come into force with immediate effect for all ‘securitised debt instruments, as defined under regulation 2(1)(s) of the Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008, seeking listing on the Stock Exchange.
4. In respect of listed securitized debt instruments, it is clarified that SPDEs which make frequent issues of securitized debt instruments are permitted to file umbrella offer documents on the lines of a ‘shelf prospectus’.
5. In order to ensure uniform market convention for secondary market trades of securitized debt instruments, Actual/ Actual day count convention, shall be mandatory for all listed securitized debt instruments.
6. All the recognized Stock Exchanges are directed to:
a. Give effect to the above mentioned policies and put in place the Listing Agreement for securitized debt instruments as set out at Annexure.
b. Make consequential changes, if any, to the bye-laws of the Exchange, as may be applicable and necessary
7. 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, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.
8. This circular is available on SEBI website at www.sebi.gov.in under the category “Legal Framework” and under the drop down “Corp Debt Market”.
Maninder Cheema Deputy General Manager
LISTING AGREEMENT FOR SECURITIZED DEBT INSTRUMENTS