Review of timelines for listing of securities issued on Private Placement basis – Chapter VII of the Operational Circular issued under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021

CIRCULAR SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/167 November 30, 2022 To, Issuers who have listed and/ or propose to list Non-convertible Securities, Securitised Debt Instruments, Security Receipts or Municipal Debt Securities; Recognised Stock Exchanges; Registered Depositories; Registered Credit Rating Agencies, Debenture Trustees, Depository Participants, Stock Brokers, Merchant Bankers, Registrars to an Issue and Share Transfer Agents, Bankers to an Issue; Sponsor Banks; and Self-Certified Syndicate Banks Madam/ Sir, Sub: Review of timelines for listing of securities issued on a private placement basis (Revision in Chapter VII of the “Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper”) 1. Chapter VII of the Operational Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, inter alia, prescribes provisions pertaining to timelines for listing of Non- convertible Securities, Securitised Debt Instruments, Security Receipts and Municipal Debt Securities, issued on a private placement basis. 2. SEBI has received feedback from market participants to consider standardizing the pre- listing processes and revision of the time gap between credit confirmation and ISIN activation in order to bring about efficiency in the market. 3. In order to bring about clarity and standardization in the process of issuance and listing of such securities, on private placement basis, a list of the steps involved, pre-listing and post-listing, and relevant timelines have been detailed, both through Electronic Book Provider (EBP) platform and otherwise. 4. Further, to bring about efficacy in the listing process and to expedite the availability of securities for trading by the investors, the timeline for listing is being reduced from T+4 to T+3 days (wherein T refers to issue closure date). 5. Additionally, in terms of Regulation 6 of the SEBI (Issue and listing of Non-convertible Securities) Regulations, 2021 and Regulation 4A of the SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015, timelines for making an application for in- principle approval to the stock exchange(s) where the issuer intends to list its securities and/ or receipt of in-principle approval from the stock exchange(s), are being incorporated. 6. Accordingly, the extant Chapter VII (Standardization of timelines for listing of securities issued on a private placement basis) of the aforementioned Operational Circular is being replaced with a revised Chapter, as enclosed herewith, Annex – A. 7. The provisions of this circular shall come into effect from January 1, 2023. Page 1 of 68. Recognized Stock Exchanges and Depositories are directed to: a. put in place necessary systems and infrastructure for implementation of this circular; b. bring the provisions of this circular to the notice of listed entities/ issuers of listed Non- Convertible Securities, Securitised debt instruments, and/ or municipal debt securities; c. monitor the compliance with the provisions of the circular; d. disseminate the provisions of the circular on their website; e. make consequential changes, if any, to their respective bye-laws; and f. communicate and create awareness amongst stakeholders. 9. The 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 Regulation 55 of the SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021, Regulations 48 of SEBI SDI Regulations, 2008 and Regulation 29 of SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015, to protect the interest of investors in securities and to promote the development of, and to regulate the securities market. 10. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”. Yours faithfully, Pradeep Ramakrishnan General Manager Department of Debt and Hybrid Securities +91 – 022 2644 9246 pradeepr@sebi.gov.in Page 2 of 6ANNEX – A Chapter VII - Standardization of timelines for listing of securities issued on a private placement basis1 [See Regulations 6, 44 and 46 of SEBI NCS Regulations, 2021, Regulations 24 and 38D of the SEBI SDI Regulations, 2008 and Regulations 4A, 4E and Clause 7(m) of Schedule I of SEBI ILDM Regulations, 2015] 1. This chapter shall be applicable for non-convertible securities, securitised debt instruments, security receipts and municipal debt securities (hereinafter referred to as “securities” in this chapter) issued on a private placement basis. In-principle approval: 2. An issuer desirous of issuing and listing non-convertible securities or municipal debt securities, shall make an application for in-principle approval to the stock Exchange(s), in terms of Regulation 6 of the NCS Regulations or Regulation 4A of the ILDM Regulations, respectively, complete in all respects, including the submissions and disclosures, as may be specified by the stock exchange(s). Timelines for issuance and listing of securities on private placement basis: 3. The timelines for each of the steps involved, from submission of the application for in-principle approval to the listing of the security on the stock exchange(s), are given below: Table 1: Timelines for issuance and listing of securities on private placement basis Category Timeline Nature of activity (working EBP Non-EBP day) In-principle Prior to T-2/ Issuer shall ensure Issuer shall ensure approval T-5 (EBP); receipt of in-principle receipt of in-principle approval from the stock approval from the Prior to T exchange(s) where it stock exchange(s) (Non-EBP) wishes to list its proposed where it wishes to list debt issuance/ securities, its proposed debt prior to the date of issuance/ securities, providing the Placement prior to issue open Memorandum and term date. sheet to the EBP(s), in terms of paragraph 5.2 of Chapter VI of the Operational Circular. Bidding On or Issuer shall provide the Issue period (open announcement before T-1 bidding start time and and close date) is to be disclosed by the 1SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020; Page 3 of 6Category Timeline Nature of activity (working EBP Non-EBP day) close time to EBP, on or Issuer in the before T-1. Placement memorandum. Day of bidding/ T  Bidding on the EBP  Finalisation of Issue period platform; allotments to investors  Provisional allocation to on issue closure date. the bidders by the issuer;  Communication about  Communication about allotments and pay-in allotments and pay-in obligations to the obligations to the bidders; investors on issue closure date. ISIN On or  Issuer shall ensure receipt  Issuer shall ensure allocation/ before T+1 of ISIN from a Depository receipt of ISIN from a assignment/ prior to pay-in. Depository prior to confirmation  Issuer shall apply to other pay-in. Depository(ies) for  Issuer shall apply to by Depository admission of such other Depository(ies) proposed debt issuance. for admission of such proposed debt issuance. Settlement On or  Pay-in by the bidders/  Receipt of funds by before T+1/ allottees; the Issuer from T+2 (as per  Communication of receipt investors; settlement of money to the Issuer;  Finalisation of cycle  Finalisation of allocation allocation by the by the Issuer; Issuer; chosen by  Payment of stamp duty by  Payment of stamp the Issuer) Issuer; duty by Issuer; (EBP);  Filing of Corporate action  Filing of Corporate file by RTA; action file by RTA; On or  Conclusion of Corporate  Conclusion of before T+2 action/ demat credit by the Corporate action/ (Non-EBP); Depositories; demat credit by the  Pay-out of funds to the Depositories; Issuer;  Issue of credit  Issue of credit confirmation letter by confirmation letter by Depositories to Issuer; Depositories to Issuer; Listing On or  Issuer shall make an  Issuer shall make an before T+3; application for listing of its application for listing non-convertible securities of its non-convertible or municipal debt securities, municipal securities, to the stock debt securities, exchange(s), in terms of securitised debt Regulation 44 of the NCS instruments or Regulations or Regulation security receipts, to 4E of the ILDM the stock Regulations, respectively, exchange(s), in terms complete in all respects, of Regulation 44 of the including the submissions NCS Regulations, Page 4 of 6Category Timeline Nature of activity (working EBP Non-EBP day) and disclosures, as may Regulation 4E of the be specified by the stock ILDM Regulations or exchange(s), and within Regulations 35 and the timelines as may be 38D of the SDI specified by the stock Regulations, exchange(s). respectively, complete  Confirmation of listing in all respects, permission to Issuer by including the the stock exchange(s). submissions and  ISIN activation by the disclosures, as may Depositories. be specified by the stock exchange(s), and within the timelines as may be specified by the stock exchange(s).  Confirmation of listing permission to Issuer by the stock exchange(s).  ISIN activation by the Depositories. *For privately placed issues through EBP, T implies bidding date; for privately placed issues outside EBP, T implies issue open date; Note: In the above table, for privately placed issue outside EBP, for illustration, it is assumed that issue is open for one day only. In case issue is kept open for more than one day, the timelines specified above for activities post the bidding date shall be computed from issue closure date. 4. Stock exchange(s) are advised to inform the listing approval details to the Depositories whenever listing permission is given to securities issued on private placement basis. 5. Depositories shall activate the ISINs of securities issued on private placement basis only after the stock exchange(s) have accorded approval for listing of such securities. Further, in order to facilitate re-issuances of new debt securities in an existing ISIN, Depositories are advised to allot such new securities under a new temporary ISIN which shall be kept frozen. Upon receipt of listing approval from stock exchange(s) for such new securities, the securities credited in the new temporary ISIN shall be debited and the same shall be credited in the pre-existing ISIN of the existing securities, before they become available for trading. 6. In case of delay in listing of securities issued on privately placement basis beyond the timelines specified above, the issuer shall pay penal interest of 1% p.a. over the coupon/ dividend rate for the period of delay to the investor (i.e. from the date of allotment to the date of listing). Page 5 of 67. The stock exchanges are advised to issue necessary directions regarding: a. the submissions/ disclosures required to be made by an issuer at the time of making an in-principle approval application and listing application; and b. the timelines within which such application for in-principle approval and listing, is to be made by an Issuer. 8. The stock exchanges may permit deviation from the above, if found necessary, subject to the outer limit of T+3 days for conclusion of listing process, after recording the reasons in writing. Page 6 of 6