A company is planning to place privately 10 years, 11.50% debentures. Most of them would be issued to a venture capitalist who generally looks for an exit route, preferably via stock market. Prepare a brief note advising

CS Executive · Capital Markets & Securities Laws · PYQS · December 2019
A company is planning to place privately 10 years, 11.50% debentures. Most of them would be issued to a venture capitalist who generally looks for an exit route, preferably via stock market. Prepare a brief note advising the company as to how it can proceed for listing of such debentures on a recognised stock exchange.

Answer & Explanation:

SEBI has allowed issue of debt securities through private placement under the provisions of SEBI (Issue and Listing of Debt Securities) Regulations, 2008. This is a faster way for a company to raise capital. The following are the provisions for listing of Debt Securities issued on Private placement basis:- Conditions for listing of debt securities issued on private placement basis are as under: An issuer may list its debt securities issued on private placement basis on a recognized stock exchange subject to the following conditions: the issuer has issued such debt securities in compliance with the provisions of the Companies Act, 2013, rules prescribed thereunder and other applicable laws; credit rating has been obtained in respect of such debt securities from at least one credit rating agency registered with SEBI; the debt securities proposed to be listed are in dematerialized form; the disclosures as provided in SEBI (Issue and Listing of Debt Securities) Regulations, 2008 have been made. where the application is made to more than one recognized stock exchange, the issuer shall choose one of them as the designated stock exchange. The issuer shall comply with conditions of listing of such debt securities as specified in the Listing Agreement with the stock exchange where such debt securities are sought to be listed. The designated stock exchange shall collect a regulatory fee from the issuer at the time of listing of debt securities issued on private placement basis. The issuer making a private placement of debt securities and seeking listing thereof on a recognized stock exchange shall make disclosures in a disclosure document as specified in regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008 accompanied by the latest Annual Report of the issuer. An issuer making a private placement of debt securities and seeking listing thereof on a recognized stock exchange may file a Shelf Disclosure Document containing disclosures as provided in regulations SEBI (Issue and listing of Debt Securities) Regulations, 2008.

Topics: Debt Securities

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