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Overview:
A consultation paper has been floated to make certain significant regulatory changes to the listed bond market space. Following are the key changes:
Technical Details:
The key changes introduced by way of amendment are:
1) Introduction of General Information Document ("GID”) and Key Information Document ("KID”) under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 ("NCS Regulations”) has been proposed.
(a) It is proposed that non-convertible securities and commercial papers to-be listed via private placement should file a GID containing the necessary disclosures under the NCS Regulations at the time of first issuance.
(b) Thereafter only a KID shall be filed for subsequent private placements with the stock exchanges which shall contain the details of the:
(i) offer of non-convertible securities;
(ii) material changes and developments; and
(iii) updated financial information since the date of the GID.
The GID will be valid for a period of one year.
2) It is proposed to bring parity between the disclosures made for a public issuance of non-convertible debt securities and private placement of non-convertible debt securities.
3) The consultation paper proposes that issuers that have listed their debt securities shall list all subsequent issuances of debt securities. The listed issuers shall also ensure that all past unlisted issuances having a maturity of more than 5 years are listed on the stock exchange within the stipulated timelines.
4) With respect to the issue of perpetual debt instruments, it is proposed to replace, the mention of “Reserve Bank of India” to “other financial regulators” so that all issuers of Perpetual Debt Instruments, Perpetual Non-Cumulative Preference Shares and similar instruments who have an intent to list these securities are on the same level and have to comply with the same disclosure norms.
The above changes have been proposed by the Securities and Exchange Board of India vide their consultation paper dated 9th February 2023 titled Consultation paper on proposal for introduction of the concept of GID and KID, mandatory listing of debt securities of listed issuers and other reforms under the NCS Regulations.
Comments are invited till 24th February 2023.
For further details, please see:
SEBI | Consultation Paper – GID & KID
For any queries / clarifications, please feel free to ping us and we will be happy to chat:
● Ms. Apurva Kanvinde(apurva.kanvinde@jclex.com)
● Mr. Smit Parekh (smit.parekh@jclex.com)