On October 08, 2020, the Securities and Exchange Board of India (“SEBI”) notified amendments to its earlier regulations governing the listed debenture regime, namely, the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (“ILDS Regulations”) and the SEBI (Debenture Trustees) Regulations, 1993. These amendments follow the circular dated October 05, 2020 (SEBI/HO/DDHS/CIR/P/2020/198) which seeks to standardize certain timelines for the private placement of securities (“Timelines Circular”). Subsequently, on November 03, 2020, SEBI issued a circular (SEBI/HO/MIRSD/CRADT/CIR/P/2020/218), inter-alia, in relation to the creation of security for listed debentures (“Debenture Trustee Circular”). The salient features of these circulars are summarized as follows:
Due-diligence certificate from debenture trustee
Effective January 01, 2021, prior to issuance of listed debt securities, the concerned debenture trustee is required to furnish the proposed issuer with a ‘due-diligence certificate’ as per the format specified in Annexure A of the Debenture Trustee Circular. This certificate is also required to be disclosed in/annexed to the offer document or private placement memorandum/information memorandum submitted to the designated stock exchange.
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Written by Anjana Potti, Priyesh Sharma and Ananda Chakraverty, published in BW Legal World.
Anjana specialises in banking and finance with expertise in debt restructuring, structured and project funding (secured, limited recourse and syndicated), financing of inward and outbound mergers and acquisitions, real estate financing, and general banking products.