**Summary:**
SEBI Circular SEBI/HO/ISD/ISD/PoD/2/CIR/2024/180, dated December 30, 2024, addresses the applicability of trading window restrictions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The circular informs all recognized stock exchanges, depositories, and listed companies that the restrictions will not apply to the subscription of Non-Convertible Securities (NCS) issues. This exemption is in addition to the existing exemptions outlined in Clause 43b of Schedule B read with sub-regulation 1 of Regulation 9 of the PIT Regulations, and SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/133 dated July 23, 2020, which covered transactions like Offer for Sale and Rights Entitlements. The circular, issued under Section 11(1) of the Securities and Exchange Board of India Act, 1992, and Regulations 43 and 11 of the PIT Regulations, aims to protect investor interests, promote market development, and regulate the securities market. Stock Exchanges are directed to disseminate this information to all listed companies and publish it on their websites. The circular takes effect immediately and is available on the SEBI website under the Legal/Circulars category. For further information, contact A. Vijayan, Deputy General Manager, at 91-22-26449631 or vijayan@sebi.gov.in.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): The regulatory body issuing the circular and responsible for regulating the securities market in India.
SEBI Prohibition of Insider Trading Regulations, 2015 (PIT Regulations): Regulations pertaining to the prohibition of insider trading, referenced within the circular.
Non Convertible Securities: The type of securities that are the subject of the circular, specifically regarding subscription during trading window closure periods.
Stock Exchanges: Entities to whom the circular is addressed and who are responsible for disseminating the information to listed companies.
Depositories: Entities to whom the circular is addressed and who are responsible for disseminating the information to listed companies.
SEBI Circular No. SEBIHOISDISDCIRP2020133: A previous circular issued by SEBI on July 23, 2020, related to trading window restrictions, which is referenced in the current circular.
Securities and Exchange Board of India Act, 1992: The act under which SEBI derives its powers, as mentioned in the circular.
A Vijayan: Deputy General Manager at SEBI, who is the contact person for the circular.
CIRCULAR
SEBI/HO/ISD/ISD-PoD-2/P/CIR/2024/180 December 30, 2024
To
1. All Recognized Stock Exchanges
2. All Depositories
3. All Listed Companies through the Stock Exchanges
Sir/ Madam,
Sub: Allowing subscription to the issue of Non- Convertible Securities during
trading window closure period.
1. In terms of Clause 4(3)(b) of Schedule B read with sub-regulation (1) of Regulation 9
of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) the
trading window restrictions shall not apply in respect of transactions, such as,
acquisition by conversion of warrants or debentures, subscribing to rights issue,
further public issue, preferential allotment or tendering of shares in a buy-back offer,
open offer, delisting offer or such other transactions which are undertaken in
accordance with the mechanisms as may be specified by the Board from time to time.
2. In this regard, SEBI vide Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/133 dated July
23, 2020, provided that in addition to the transactions mentioned in Clause 4(3)(b) of
Schedule B read with Regulation 9 of PIT Regulations, trading window restrictions
shall not apply in respect of Offer for Sale and Rights Entitlements Transactions
carried out in accordance with the framework specified by the Board from time to time.
Page 1 of 23. It has been decided that in addition to the transactions mentioned in Clause 4(3)(b) of
Schedule B read with sub-regulation (1) of Regulation 9 of PIT Regulations and SEBI
Circular no. SEBI/HO/ISD/ISD/CIR/P/2020/133 dated July 23, 2020, the trading
window restrictions shall also not apply to subscription to the issue of non- convertible
securities, carried out in accordance with the framework specified by the Board from
time to time.
4. Stock Exchanges are advised to bring the provisions of this circular to the notice of all
listed companies and also disseminate the same on their websites.
5. This circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with Regulations 4(3) and 11
of the PIT Regulations and to protect the interests of investors in securities and to
promote the development of and to regulate the securities market and shall come into
effect with immediate effect.
6. This Circular is available on the SEBI website at https://www.sebi.gov.in/ under the
category “LegalCirculars”.
Yours faithfully,
A Vijayan
Deputy General Manager
Phone: +91-22-26449631
E-mail: vijayan@sebi.gov.in
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