The Managing Director / Administrator
Sub: Simplified Listing Agreement for Debt Securities
I. In order to develop the primary market for corporate bonds in India, SEBI has notified the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. The regulations provide for a simplified regulatory framework for issuance and listing of non-convertible debt securities by any issuer company, public sector undertaking or statutory corporation.
II. Continuing with rationalization of disclosure norms for listing of debt issuances, it has been decided to put in place a simplified Listing Agreement for debt securities. This agreement, which has been prepared in consultation with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE), is based on the following principles:
1. Where the equity of an issuer is listed, and such an issuer seeks listing of debt securities (whether by way of a public issue or a private placement), minimal incremental disclosures related to the debt security issuance would be sufficient, since large amount of information is already in public domain and material developments are disclosed under the equity Listing Agreement on a nearly continuous basis.
2. Where the equity of an issuer is not listed, and such an issuer seeks listing of debt securities (whether issued by way of a public issue or a private placement), detailed disclosures, fewer than those made under the equity Listing Agreement, would need to be made.
III. The Listing Agreement for debt securities as set out at Annexure consists of two parts. The first part prescribes only incremental disclosures which are relevant for debt securities of such issuers whose equity shares are listed on the Exchange. The second part, which is applicable to issuers whose equity shares are not listed on the Exchange, prescribes detailed disclosures. During the currency of listing of equity shares, the issuer shall comply with provisions in Part A. In all other cases, the Issuer shall comply with provisions in Part B.
The Listing Agreement for debt securities shall come into force with immediate effect for all ‘debt securities’, as defined under regulation 2(1)(e) of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, seeking listing on the Stock Exchange.
V. Pursuant to this issue of circular and SEBI Circulars numbered SEBI/CFD/DIL/BOND/1/2006/12/12 dated December 12, 2006, SEBI/CBM/BOND/1/2007/02/03 dated March 01, 2007 and SEBI/CBM/BOND/2/2007/13/04 dated April 13, 2007 and the notification of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 dated June 06, 2008, the following SEBI Circulars stand superseded with immediate effect:
c. Circular No.SEBI/CFD/DIL/CIR-39/2004/11/01 dated November 1, 2004
d. Circular No.SEBI/CFD/DIL/LA/1/2007/20/03 dated March 20, 2007
Notwithstanding such supersession, any action taken or purported to have been done or taken, any enquiry or investigation commenced or show cause notice issued in respect of the said guidelines shall be deemed to have been done or taken under the corresponding provisions of the circulars in force.
VI. Direction to Stock Exchanges
All the recognized Stock Exchanges are directed to:
a. Give effect to the abovementioned policies and put in place the Listing Agreement for debt securities as set out at Annexure.
b. Make consequential changes, if any, to the equity Listing Agreement and the bye-laws of the Exchange, as may be applicable and necessary.
c. Communicate to SEBI, the status of the implementation of the provisions of this circular in the next Monthly Development Report.
VII. This circular is issued in exercise of powers conferred by sub-section (1) of section 11 and section 11A of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.
VIII. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework”.
Satya Ranjan Prasad
Enclosures: As above.
Note: View Full Circular at http://www.sebi.gov.in/Index.jsp?contentDisp=Section&sec_id=1