SEBI (Issue And Listing Of Non-Convertible Securities) (Second Amendment) Regulations, 2023: Changes In Public Disclosure Documents
Anoushka Singh, Associate, Banking and Finance, Phoenix Legal
The Securities and Exchange Board of India ("SEBI") on July 6, 2023, introduced the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023 ("Second Amendment Regulations")1, which amend the existing the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021 ("NCS Regulations"). The primary focus of the Second Amendment Regulations is to streamline the form of disclosures and align the disclosure requirements for private placement offers of listed non-convertible debt securities (NCS) with public issues of NCS and reduce the voluminous amount of placement memoranda required for multiple issues of NCS and commercial papers (CPs), made by the same issuer in one year.
Schedule I (Disclosures for Public Issue of Debt Securities and Non-Convertible Redeemable Preference Shares) and Schedule II (Disclosures for Private Placement of Non-Convertible Securities) of the NCS Regulations have been replaced by a common and new Schedule I (Disclosures for Issue of Securities) of the Second Amendment Regulations. This standardisation has aligned the general disclosure requirements for privately placed and public issuances of NCS in the domestic market into one schedule. Schedule I also consolidates certain disclosures specified under the Companies (Prospectus and Allotment of Securities) Rules, 2014, issued under the Companies Act, 2013, which were applicable for private placements and certain identified disclosures from Form PAS-4 have now been applied for public issues as well.
Comments