Securities and Exchange Board of India (SEBI) vide notification / Circular No. SEBI/HO/CFD/ DIL/CIR/P/2021/614issued and publishes dated 13thAugust, 2021, has introduced “Guidelines on issuance of non-convertible debt instruments along with warrants (‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018”n exercise of powers conferred by Section 11(1) read withSection 11A of the Securities and Exchange Board of India Act, 1992 read withRegulations 299 and 300 of the Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations, 2018
Summary of SEBI Circular:
SEBI has issued guidelines for non-convertible debentures with warrants products, whereby it made the electronic book platform (EBP) mandatory for the non-convertible debt instruments(NCD) portion of the issue. The move is aimed at streamlining the procedure of issuance and applicability of the EBP mechanism on the NCDs portion.
The Circular was addressed to:
- All Recognized Stock Exchanges
- All Recognized Depositories
- Issuer Companies
- Merchant Bankers and Brokers registered with SEBI
Need of the Circular:
- To protect the interests of investors in securities and
- To promote the development of, and to regulate the securities market.
Applicability of the provisions of this SEBI circular
- This circular shall be applicable for all issues of ‘NCDs with Warrants’ made under ICDRRegulations, 2018, on or after the date of this Circular.
- Entities involved in the ‘NCDs with Warrants’ issue process are advised to ensure compliance with this circular.
Framework:
| Applicable Provisions / Regulations | Details in brief |
| Chapter VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,(‘ICDR Regulations, 2018’) | governs issuance of ‘NCDs with Warrants’ (hereinafter ‘theissue’), through Qualified Institutions Placement (QIP). |
| Regulation 179 of ICDRRegulations, 2018 | 179 (3) In a qualified institutions placement of non-convertible debt instrument along with warrants, an investor can subscribe to the combined offering of non-convertible debt instruments with warrants or to the individual securities, that is, either non- convertible debt instruments or warrants.” |
| ICDR Regulations, 2018 | permits the issue where NCDs and warrants offering can be attached to each other (stapled offer) or offered separately for subscription (segregated offer). |
| SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 | governs issue and listing of non-convertible securities, on a recognized stock exchange and provides for Electronic Book Provider platform (EBP platform), offering efficient and transparent price discovery mechanism. |
Effects of this circular:
Stakeholders were consulted through a SEBI consultation paper regarding‘NCDs with Warrants’ as a product and on applicability of EBP platform mechanism on‘NCDs portion’ of the issue.
the following has been decided,in order to streamline procedure of issuance and applicability of EBP platform mechanism on the ‘NCDs portion, and made applicable for issues wherein the size of NCDs portion is above threshold prescribed under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and Circulars issued there under:
- EBP platform mechanism shall be mandatory for ‘NCDs portion’ of the issue (for both stapled and segregated offer) and issuer shall be required to comply with the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and Circulars issued there under.
- ‘Warrants portion’ of the issue shall be in terms of Chapter VI on Qualified Institutions Placement under ICDR Regulations, 2018.
- Of the ‘total issue size’ of the issue, at least 40% size shall consist of ‘Warrants portion’. It may be noted that ‘total issue size’ shall mean combined size of NCDs issue and the aggregate size of the warrants portion, including the conversion price of warrants.
- The segregated offer of NCDs and stapled offer, both shall be exempted from the requirements as prescribed.
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The author of the above article is CS Lalit Rajput, Partner at Xcede Consultech LLP.
Email id: [email protected]
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