9911796707
TMI BlogElectronic book mechanism for issuance of securities on private placement basisX X X X Extracts X X X X X X X X Extracts X X X X ..... t further streamlining the procedure for private placement of debt securities, allowing private placement of other classes of securities which are in the nature of debt securities and enhancing transparency in the issuance, resulting in better discovery of price. The revised guidelines for the Electronic Book Mechanism are placed at Schedule-A annexed to this circular. 4. This circular shall come in to force with effect from April 01, 2018 and the SEBI circular CIR/IMD/DF1/48/2016 dated April 21, 2016 shall stand repealed from the date of the enforcement of this circular. 5. Recognized Stock Exchanges are directed to: 5.1. comply with the conditions laid down in this circular; 5.2. put in place necessary systems and infrastructure for implementation of this circular; 5.3. make consequential changes, if any, to their bidding portal and respective exchange bye-laws; and 5.4. communicate and create awareness about these revised guidelines amongst issuers, arrangers and investors. 6. This Circular is issued in exercise of powers conferred under Section 11(1) read with regulation 31(2) of ILDS Regulations of the Securities and Exchange Board of India Act, 1992. 7 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecurities by Municipalities) Regulations, 2015 ( ILDM Regulations hereinafter) d) 'Commercial paper' and/or 'Certificate of Deposits' as defined under RBI guidelines 1.1.9. Term Sheet means summary of important terms and conditions related to an issue. 2. Securities eligible for issuance on EBP Platform 2.1. All private placement of debt securities and NCRPS as per the provisions of ILDS and NCRPS Regulations, respectively, shall be required to be made through EBP Platform if it is: 2.1.1. a single issue, inclusive of green shoe option, if any, of ₹ 200 crore or more; 2.1.2. a shelf issue, consisting of multiple tranches, which cumulatively amounts to ₹ 200 crore or more, in a financial year; 2.1.3. a subsequent issue, where aggregate of all previous issues by an issuer in a financial year equals or exceeds ₹ 200 crore. 2.2. An issuer, irrespective of issue size, if desires, may choose to access EBP platform for private placement of: 2.2.1. Debt securities as per provisions of ILDM Regulations 2.2.2. Commercial Paper; and 2.2.3. Certificate of Deposits. 3. Obligations of Issuer 3.1. The issuer, to the e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h withdrawal. 4.2. If an issuer withdraws from the issue because of any of the reasons as outlined below, provisions of clause 4.1 shall not be applicable: 4.2.1. issuer is unable to receive the bids upto base issue size; or 4.2.2. bidder has defaulted on payment towards the allotment, within stipulated timeframe, due to which the issuer is unable to fulfill the base issue size; or 4.2.3. cutoff yield in the issue is higher than the estimated cut off yield disclosed to the EBP, where the base issue size is fully subscribed. 4.3. Disclosure of estimated cut off yield by EBP to the eligible participants, pursuant to closure of issue, shall be at the discretion of the issuer. 4.4. For issuers who have withdrawn the issue in terms of provisions of clause 4.2.3 above, EBP shall mandatorily disclose the estimated cut off yield to the eligible participants. 5. Participants 5.1. Participants, prior to entering into the bidding process shall be required to enroll with EBP. Such enrollment of a participant on an EBP will be one time exercise and shall be valid till the time such enrolment is annulled or rescinded. 5.2. The know your client (KYC) verification and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... debarred from accessing the bidding platform across all EBPs for a period of thirty days from the date of such default. 5.9. Pay in shall be done through clearing corporation of Stock Exchanges. 6. Bidding Process 6.1. Bidding timings period 6.1.1. In order to ensure operational uniformity across various EBP platforms, the bidding on the EBP platform shall take place between 9 a.m. to 5 p.m. only, on the working days of the recognized Stock Exchanges. 6.1.2. The bidding window shall be open for the period as specified by the issuer in the bidding announcement, however the same shall be open for atleast one hour. 6.2. Bidding Announcement 6.2.1. Issuer shall make the bidding announcement on EBP at least one working day before initiating the bidding process. 6.2.2. Bidding announcement shall be accompanied with details of bid opening and closing time, and any other details as required by EBP from time to time. 6.2.3. Any change in bidding time and/ or date by the Issuer shall be intimated to EBP, ensuring that such announcement is made within the operating hours of the EBP, atleast a day before the bidding date. Provided that such changes in bidding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... effectively discharge the activities of an EBP; 7.1.3. shall ensure that the private placement memorandum/information memorandum, term sheet and other issue related information is available to the eligible participants on its platform immediately on receipt of the same from issuer; 7.1.4. has adequate backup, disaster management and recovery plans are maintained for the EBP; 7.1.5. shall ensure safety, secrecy, integrity and retrievability of data. 7.2. The EBP platform so provided by the EBP shall be subject to periodic audit by Certified Information Systems Auditor (CISA). 7.3. EBP, shall make information related to the issue available on its website, in the format as under: Table 3 Name of the issuer Date of the issuance Amount raised (Rs. In crore) No. of Investors Category of Investor (QIB/Non QIB) Tenor (In months) Coupon Credit Rating 7.4. Obligations and duties 7.4.1. EBP shall ensure that all details regarding issuance is updated on the website of the EBP. 7.4.2. EBPs shall together ensure that the operation ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
