SEBI/HO/DDHS/DDHS -PoD -1/P/CIR/2025/0000000073

guidelines · 1992 · State unknown

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Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

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CIRCULAR SEBI/HO/DDHS/DDHS -PoD -1/P/CIR/2025/0000000073 To, Issuers who have listed and/ or propose to list Non-convertible Securities (NCS) , NCRPS , Municipalities having listed bonds; Registered Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs), Small & Medium REITs (SM REITs) having listed units and/or proposing to list its units; Recognised Stock Exchanges; Registered Depositories; Recognised Clearing Corporation; Registered Credit Rating Agencies, Debenture Trustees, Merchant Bankers, Registrars to an Issue and Share Transfer Agents and Bankers to an Issue, Stock Brokers, Depository Participants, and other relevant market participants Madam/ Sir, Subject: Review of provisions pertaining to Electronic Book Provider (EBP) platform to increase its efficacy and utility In order to increase the efficacy and utility of the EBP platform and have a review of various feedback received on the primary issuance of various securities on a private placement basis, SEBI had set up a working group. It may be mentioned that the Master circular no. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 in its Chapter VI – " Electronic Book Provider platform", Chapter VII – " Standardization of timelines for listing of securities issued on a private placement basis" and Chapter XV – " Reporting of primary issuances" of (hereinafter referred as "Master circular") prescribes provisions related to the EBP platform. May 16, 2025 Based on the recommendations of the working group , due public consultations & feedback received and internal deliberations and evaluation of the recommendations and feedback , certain provisions of the Master circular no. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024, specifically in the Chapter VI and Chapter VII , are hereb

Rule TOC

2 · 1. A private placement of debt securities and NCRPS as per the provisions of SEBI NCS Regulations, 2021 and municipal debt securities as per provisions of SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015, if it is:

5 · 2. The Issuer shall provide the Placement Memorandum and term sheet (i.e. summary of important terms and conditions related to an issue) to the EBP at least

5 · 3. The Placement Memorandum and the term sheet, inter-alia, discloses the following:

5 · 3.1. Details of size of the issue and green shoe portion, if any.

7 · 11.3. If there are two or more bids at cut -off coupon/ price/ spread, then allotment shall be done on 'pro-rata' basis. The same is explained by way of an illustration in Annexure -VI A.

8 · 1.2 The quantum of allocation(s) to the anchor investor(s) shall be at the discretion of the issuer, subject to total allocation to the anchor(s) not exceeding the base issue size, as per thresholds mentioned below:

8 · 1.4. If the issuer opts for anchor portion, the same shall be suitably disclosed in the placement memorandum and the term sheet along with the relevant quantum.

8 · 1.5. Issuer shall disclose details of the anchor investor(s) and the corresponding quantum allocated, to the EBP, along with the Placement Memorandum and the term sheet. Such anchor investors shall provide electronic

12 · 2 . EBPs shall ensure that following details regarding the issuance is updated on its website by end of T-day for issues closing upto 1 p.m. on T-day and by 1 p.m. on T+1 day for the remaining issues.