Securities and Exchange Board of India (SEBI) on October 08, 2020 has issued the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2020. These regulations have brought in few key amendments in the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.
The following amendments have been made:
- Regulation 2 (1)(h), which specifies the definition of private placement, has been substituted, namely:
“Private placement” means an offer or invitation to subscribe or issue of securities to a select group of persons by a company (other than by way of public offer) through private placement offer-cum-application, which satisfies the conditions specified in section 42 of the Companies Act, 2013.” - Regulation 15 (2), which specifies that every debenture trustee shall accept the trust deed, has been substituted, namely:
“Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as prescribed under section 71 of Companies Act, 2013 and Form No. SH.12 of the Companies (Share Capital and Debentures) Rules, 2014. Such trust deed shall consist of two parts:
1.Part A containing statutory/standard information pertaining to the debt issue.
2.Part B containing details specific to the particular debt issue.” - Regulation 21B, which specifies the creation of the security, has been inserted, namely:
“The issuer shall give an undertaking in the Information Memorandum that the assets on which charge is created are free from any encumbrances and in cases where the assets are already charged to secure a debt, the permission or consent to create a second or pari-passu charge on the assets of the issuer has been obtained from the earlier creditor.”
The SEBI circular dated October 08, 2020 can be accessed here.
