SEBI ISSUE AND LISTING

OF DEBT SECURITIES

REGULATION 2008

The regulation of SEBI is applicable to following issues

Listing of debt securities through public offer or an private placement

by recognised stock exchange

Bonds issued by Government or other bodies specified by SEBI

Security receipts and securitised debt instrument

Issue requirement for public issues

• Made an application to a recognised stock exchange for listing

,specific stock exchange should be mentioned

• Obtained in principle approval for their listing

• Obtained credit rating from at least one SEBI registered credit agency

which should be disclosed in the offer document

• Entered into agreement with SEBI registered depository for their

dematerialisation

The issuer should appoint

SEBI registered merchant bankers atleast one of would be the lead

manager

Debenture trustee

Not issue debt securities to provide loan to acquisition of shares of ,

any person who is part of the same group/under the same management

Disclosure in/ filing of offer document

Disclosure specified in schedule 2 of the companies act

Disclosures/additional disclosures specified by the SEBI

Advertisement for public issues

1. Not to be misleading in material particulars which is

manipulative/deceptive

2. Be truthful/fair/clean and not contain an untrue/ misleading

statement/promise forecast

3. Not contain any extraneous matters to the contents of the offer

document

4. Urge the investors to invest only on the basis of the information

contained in the offer document

Abridged prospectus/application forms

The issuer/ lead merchant banker should ensure that every copy of

application is accompanied by a copy of the abridged prospectus

which should contain extraneous matters.

Adequate space will be provided for the investors to fill the various

details.

Trust Deed

A trust deed securing the issue of debt securities should be executed in

the favour of trustees within 3 months of the closure of the issue. It

should contain the clauses prescribed under section 117-A of the

companies act and mentioned in SEBI debenture trustees regulation

Debenture Redemption Reserve(DRR)

The issuer should create a DRR in accordance with the provisions of

the companies act and circulars issued by the Government. Any

distribution of the dividend would require the approval of trustees if

the issue has defaulted in payment of

Interest

Redemption

Creation of security

Listing of debt securities

Mandatory listing- the issuer of debt securities to the public should

make an application for listing to a recognised stock exchanges. It

should comply with the conditions of listing as specified in the listing

agreement with the concerned stock exchange. The condition to be

mentioned specifically on the which security is traded

Relaxation of rule 19 securities contracts (regulation)

rulesThe SEBI has relaxed the rules relating to

A. The documents to be forwarded along with the application to the

stock exchange for listing and the conditions precedent to the

listing of securities

B. Issued to the public by an infrastructure company/ Government

company/statutory authority/corporation/any special purpose

vehicle setup by any of them engaged in infrastructure sector

Conditions for continuous listing/trading of debt

securitiesa) Continuous listing- all the issuers making public issue of debt

securities/seeking their listing issued on private placement basis

should comply with conditions of listing specified in the respective

listing agreements every rating should be reviewed by the rating

agency

b) Trading- the debt securities issued to the public or on a private

placement basis should be traded and such trades should be cleared

/settled in recognised stock exchanges subject to conditions specified

by SEBI

Obligations of Intermediaries/issuers

Debenture trustees

Issuer/lead merchant banker

the obligation of Debenture trustees and merchant bankers should be

executed as per SEBI guidelines. They should ensure fair transaction

with disclosing all the information to investors

Action in case of violation of regulations

1. Inspection by SEBI

2. Directions by SEBI

Power of SEBI to issue general order/circular- the SEBI

has power to order about specification in issue of debt

securities