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Update

Mandatory listing of non-convertible debt securities by listed entities

28 Sep 2023

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Listed entities that have listed non-convertible debt securities outstanding after 1 January 2024 and that propose to issue non-convertible debt securities thereafter, are now mandated by SEBI to undertake only listed issuances for such nonconvertible debt securities, subject to certain exceptions and conditions. This update highlights the key amendments prescribed by SEBI to give effect to this decision.
Partners: Pranav Sharma and Mallika Chopra, Counsel: Aditi Bagri

Background

In its board meeting of 28 June 2023 (Board Meeting), the Securities and Exchange Board of India (SEBI) approved the mandatory listing of non-convertible debt securities (NCDS) by listed issuers having outstanding listed NCDS, with effect from 1 January 2024. (To read our earlier update on this development, click here.)

Consequently, SEBI amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) on and with effect from 19 September 2023.

The aforesaid amendments are aimed at:

  • facilitating better transparency in price discovery;
  • avoiding undesirable opacity in the corporate bond market on account of information asymmetry across listed and unlisted NCDS; and
  • addressing concerns of mis-selling of unlisted securities and preventing arbitrage due to price differences between listed and unlisted International Securities Identification Numbers (ISIN).

Key amendments

The key amendments to the LODR Regulations are:

  • NCDS issued by a listed entity on or after 1 January 2024 (Cut Off Date), where such listed entity has outstanding listed NCDS, must be listed;
  • NCDS issued as of 31 December 2023 (including unlisted NCDS issued on or after such amendments) by a listed entity having outstanding listed NCDS may be optionally (and not mandatorily) listed;
  • where a listed entity is proposing to issue listed NCDS on date ‘X’ falling on or after the Cut Off Date, all outstanding unlisted NCDS issued by that listed entity on or after the Cut Off Date but before ‘X’ must be listed within three months from ‘X’.
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