Date: 2022-12-19Category: Not ApplicableState: Union GovernmentCountry: India
Clarification to SEBI circular dated August 04, 2022 on enhanced guidelines for debenture trustees and listed issuer companies on security creation and initial due diligence
**Summary:**
SEBI Circular SEBI/HOD-DHSD/Div1/PCIR/2022/176, issued on December 19, 2022, provides clarification regarding Circular SEBI/HOD-DHSD/Div1/PCIR/2022/106 dated August 04, 2022, concerning enhanced guidelines for debenture trustees and listed issuer companies related to security creation and initial due diligence. Specifically, the circular addresses queries from depositories and market participants regarding the allocation of a new International Securities Identification Number (ISIN) in instances of: (i) a change in underlying security; (ii) creation of additional security; or (iii) creation of security for unsecured debt securities.
The circular clarifies that a new ISIN should *not* be assigned in these scenarios, provided there are no changes to the fundamental terms of the non-convertible debt securities, such as maturity date, coupon rate, face value, redemption schedule, or secured/unsecured nature. However, in cases involving a change in the underlying security, debenture trustees must ensure compliance with Regulation 15(i) of the SEBI Debenture Trustees Regulations, 1993.
This circular is issued under the authority granted to SEBI by Section 11(1) of the SEBI Act, 1992, Regulation 2A of the SEBI Debenture Trustees Regulations, 1993, Regulation 55 of the SEBI Issue and Listing of Non-Convertible Securities Regulations, 2021, and Regulation 101(1) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The objective is to protect investor interests and promote the development and regulation of the securities market.
The circular is available on the SEBI website under the "Legal/Circulars" section. For further information, contact Pradeep Ramakrishnan, General Manager, Department of Debt and Hybrid Securities, at 91-22-26449246 or pradeepr@sebi.gov.in.
Key Entities Referenced
SEBI: Securities and Exchange Board of India, the regulatory body issuing the circular.
Non-Convertible Securities: A type of debt instrument covered by the circular.
Debenture Trustees: Entities registered with SEBI, subject to the guidelines clarified in the circular.
SEBI Act, 1992: The Act under which SEBI's powers are conferred.
SEBI Debenture Trustees Regulations, 1993: Regulations pertaining to debenture trustees, referenced in the circular.
SEBI Issue and Listing of Non-Convertible Securities Regulations, 2021: Regulations concerning the issuance and listing of non-convertible securities.
SEBI Listing Obligations and Disclosure Requirements Regulations, 2015: Regulations pertaining to listing obligations and disclosure requirements.
Depositories: Organizations that hold securities, and from whom representations were received.
CIRCULAR
SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/176 December 19, 2022
To,
Issuers who have listed and/ or propose to list Non-Convertible Securities,
Securitised
Debt Instruments, Security Receipts, Municipal Debt Securities or Commercial
Paper;
All Recognized Stock Exchanges;
All Depositories;
All Debenture Trustees registered with SEBI;
All Credit Rating Agencies registered with SEBI;
Madam/ Sir,
Sub: Clarification to SEBI circular dated August 04, 2022 on enhanced
guidelines for debenture trustees and listed issuer companies on
security creation and initial due diligence
1. This has reference to circular no. SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/106
dated August 04, 2022 on “Enhanced guidelines for debenture trustees and listed
issuer companies on security creation and initial due diligence”.
2. Representations have been received from Depositories and market participants
seeking clarifications with respect to para A.3 and para A.4.6 of the
aforementioned circular, on whether a new ISIN is to be allocated pursuant to:
i. a change in underlying security;
ii. creation of additional security; or
iii. creation of security in case of unsecured debt securities.
3. It is clarified that, none of the above cases would constitute a change in the
structure of the non-convertible debt securities, provided there are no other
changes to the terms/ nature of issue of the non-convertible debt securities like
maturity date, coupon rate, face value, redemption schedule, nature of the non-
convertible debt securities (secured/unsecured) etc. Accordingly, Depository
shall not assign a new ISIN in such cases. However, where there is a change in
the underlying security, the debenture trustee shall ensure compliance with the
Page 1 of 2provisions of Regulation 15(1)(i) of SEBI (Debenture Trustees) Regulations,
1993.
4. This circular is issued in exercise of the powers conferred upon SEBI under
Section 11 (1) of the SEBI Act, 1992 read with the provisions of Regulation 2A of
the SEBI (Debenture Trustees) Regulations, 1993 and Regulation 55 of the SEBI
(Issue and Listing of Non-Convertible Securities) Regulations, 2021 and
Regulation 101(1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to protect the interest of investors in securities and to promote
the development of, and to regulate, the securities market.
5. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”.
Yours faithfully,
Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91-22-26449246
pradeepr@sebi.gov.in
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