SEBI notifies new format of Abridged Prospectus for Public Issue of Non-Convertible Debt Securities and/or Non-convertible Redeemable Preference Shares

On 4-9-2023, the Securities and Exchange Board of India (‘SEBI’) notified new format of Abridged Prospectus for public issues of Non-convertible Redeemable

SEBI

On 4-9-2023, the Securities and Exchange Board of India (‘SEBI’) notified new format of Abridged Prospectus for public issues of Non-convertible Redeemable Preference Shares to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

Applicability:

  1. all public issues opening on or after 1-10-2023.

  2. Public issues that open on or after October 1, 2023, the format of an Abridged Prospectus will be as per Annex-I of this Circular instead of Part B of Schedule I of the Non-Convertible Securities Regulations, 2021 (‘NCS Regulation’).

Key Points:

  1. Object- to further simplify, provide greater clarity and consistency in the disclosures across various documents and to provide additional but critical information.

  2. Duties of Issuer/ Merchant Bankers:

    • To ensure that the disclosures in the Abridged Prospectus are adequate, accurate and do not contain any misleading or misstatement.

    • To ensure that the qualitative statements in the Abridged Prospectus should be substantiated with quantitative factors.

    • To ensure that qualitative statement will be made which cannot be substantiated with quantitative factors.

  3. Chapter II (Application form and Abridged Prospectus) of the Master Circular dated 10-8-2021 will contain the contents of this circular relating to issue and listing of Non-convertible Securities, Securitized Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper.

  4. Annexure I of the Prospectus contains the following:

    • Name and logo of the issuer

    • Brief description of the issue

    • General risks

    • Issuer’s Absolute Responsibility

    • Credit Rating

    • Listing

    • Promoters of the Issuer

    • Board of Directors

    • Business overview

    • Risk factors

    • Summary of Outstanding litigations, claims and regulatory action

    • Material Development

    • Declaration by the Issuer

    • Financial Highlights

    • Objects of the Issue

    • Issue Procedure

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