Date: 2021-08-13Category: Not ApplicableState: Union GovernmentCountry: India
Guidelines on issuance of non-convertible debt instruments along with warrants (‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
Executive Summary:
This circular outlines guidelines for issuing non-convertible debt instruments with warrants (NCDs with Warrants) under the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018. It mandates the use of the Electronic Book Provider (EBP) platform for the NCDs portion of the issue and specifies requirements for both stapled and segregated offers. The circular is effective for all NCDs with Warrants issues made on or after August 13, 2021.
Key Points / Main Content:
* **Applicability:**
* Applies to all Recognized Stock Exchanges, Recognized Depositories, Issuer Companies, Merchant Bankers, and Brokers registered with SEBI.
* Governs issuance of NCDs with Warrants through Qualified Institutions Placement (QIP) under Chapter VI of SEBI Issue of Capital and Disclosure Requirements Regulations, 2018 (ICDR Regulations, 2018).
* **EBP Platform Mandate:**
* The Electronic Book Provider (EBP) platform mechanism is mandatory for the NCDs portion of the issue, whether offered as a stapled or segregated offer, when the size of NCDs portion is above threshold prescribed under SEBI Issue and Listing of Non-Convertible Securities Regulations, 2021.
* Issuers must comply with SEBI Issue and Listing of Non-Convertible Securities Regulations, 2021, and related circulars.
* **Warrants Portion:**
* The warrants portion of the issue must comply with Chapter VI on Qualified Institutions Placement under ICDR Regulations, 2018.
* At least 40% of the total issue size must consist of the warrants portion, including the conversion price of warrants.
* **Exemptions:**
* Both segregated offers of NCDs and stapled offers are exempt from Regulations 175(3), 179(2)(a), 180(1), and 180(2) of the ICDR Regulations, 2018.
* **Effective Date:**
* The circular is applicable for all issues of NCDs with Warrants made under ICDR Regulations, 2018, on or after August 13, 2021.
Impact Analysis:
* **Issuer Companies:**
* *Impact:* Must adhere to the new guidelines for issuing NCDs with Warrants, including the mandatory use of the EBP platform for the NCDs portion and the minimum warrant size requirement.
* *Action Required:* Ensure compliance with the circular when issuing NCDs with Warrants on or after August 13, 2021, including modifications to issuance procedures and documentation.
* **Merchant Bankers and Brokers:**
* *Impact:* Need to advise issuer companies on compliance with the new regulations and ensure that the issuance process adheres to the mandated EBP platform and other requirements.
* *Action Required:* Update due diligence and advisory processes to reflect the new guidelines and assist issuers in complying with the circular.
* **Recognized Stock Exchanges and Depositories:**
* *Impact:* Must ensure that the listing and trading of NCDs with Warrants comply with the new guidelines.
* *Action Required:* Update listing requirements and trading procedures to align with the circular and monitor compliance by issuer companies.
* **Investors:**
* *Impact:* The circular provides a more transparent and regulated framework for investing in NCDs with Warrants.
* *Action Required:* Review the terms and conditions of NCDs with Warrants offerings in light of the new guidelines.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): Regulatory body for the securities market in India, responsible for protecting investors' interests.
SEBI Issue of Capital and Disclosure Requirements Regulations, 2018: Regulations governing the issuance of capital and disclosure requirements by companies, specifically Chapter VI concerning Qualified Institutions Placement (QIP).
ICDR Regulations, 2018: Abbreviation for SEBI Issue of Capital and Disclosure Requirements Regulations, 2018
Qualified Institutions Placement (QIP): A method for listed companies to raise capital by issuing securities to qualified institutional buyers.
Non-Convertible Debt Instruments (NCDs): Debt instruments that cannot be converted into equity shares.
SEBI Issue and Listing of NonConvertible Securities Regulations, 2021: Regulations governing the issue and listing of non-convertible securities on recognized stock exchanges.
Electronic Book Provider platform (EBP platform): A platform offering an efficient and transparent price discovery mechanism for non-convertible securities.
Securities and Exchange Board of India Act, 1992: The act that established the Securities and Exchange Board of India and defines its powers and functions.
CIRCULAR
SEBI/HO/CFD/DIL/CIR/P/2021/614 Aug 13, 2021
To
All Recognized Stock Exchanges
All Recognized Depositories
Issuer Companies
Merchant Bankers and Brokers registered with SEBI
Dear Sir / Madam,
Sub: Guidelines on issuance of non-convertible debt instruments along with
warrants (‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions
Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018.
1. Chapter VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,
(‘ICDR Regulations, 2018’) governs issuance of ‘NCDs with Warrants’ (hereinafter ‘the
issue’), through Qualified Institutions Placement (QIP). Regulation 179 of ICDR
Regulations, 2018, inter alia provides that :
“(3) In a qualified institutions placement of non-convertible debt instrument along with
warrants, an investor can subscribe to the combined offering of non-convertible debt
instruments with warrants or to the individual securities, that is, either non- convertible
debt instruments or warrants.”
2. The above framework under ICDR Regulations, 2018, permits the issue where NCDs
and warrants offering can be attached to each other (stapled offer) or offered separately
for subscription (segregated offer).
3. SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, governs
issue and listing of non-convertible securities, on a recognized stock exchange and
provides for Electronic Book Provider platform (EBP platform), offering efficient and
transparent price discovery mechanism.
4. In this regard stakeholders were consulted through a SEBI consultation paper regarding
‘NCDs with Warrants’ as a product and on applicability of EBP platform mechanism on
‘NCDs portion’ of the issue.
5. Accordingly, in order to streamline procedure of issuance and applicability of EBP
platform mechanism on the ‘NCDs portion’, the following has been decided and made
applicable for issues wherein the size of NCDs portion is above threshold prescribed
under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and
Circulars issued there under:
Page 1 of 25.1. EBP platform mechanism shall be mandatory for ‘NCDs portion’ of the issue (for
both stapled and segregated offer) and issuer shall be required to comply with the
SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and
Circulars issued there under.
5.2. ‘Warrants portion’ of the issue shall be in terms of Chapter VI on Qualified
Institutions Placement under ICDR Regulations, 2018.
5.3. Of the ‘total issue size’ of the issue, at least 40% size shall consist of ‘Warrants
portion’. It may be noted that ‘total issue size’ shall mean combined size of NCDs
issue and the aggregate size of the warrants portion, including the conversion price
of warrants.
5.4. The segregated offer of NCDs and stapled offer, both shall be exempted from the
requirements as prescribed under the Regulations 175(3), 179(2) (a), 180(1), and
180(2) of the ICDR Regulations, 2018.
6. This circular shall be applicable for all issues of ‘NCDs with Warrants’ made under ICDR
Regulations, 2018, on or after the date of this Circular.
7. Entities involved in the ‘NCDs with Warrants’ issue process are advised to ensure
compliance with this circular.
8. This circular is issued in exercise of powers conferred by Section 11(1) read with
Section 11A of the Securities and Exchange Board of India Act, 1992 read with
Regulations 299 and 300 of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, to protect the interests of
investors in securities and to promote the development of, and to regulate the securities
market.
9. A copy of this circular is available on SEBI website at www.sebi.gov.in under the
categories “Legal Framework/Circulars”.
Yours faithfully,
Yogita Jadhav
General Manager
Corporation Finance Department
yogitag@sebi.gov.in
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