November 6, 2015
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I. Format of Uniform Listing Agreement dated 13.10.2015
- Securities and Exchange Board of India, in exercise of the powers conferred under sections 11(1) and 11A of the Securities and Exchange Board of India Act 1992, vide its circular dated October 13, 2015 has prescribed the format of uniform listing agreement. It is a simplified listing agreement which is uniform across all types of securities/listed entities under the following regulations:
Type of Securities Regulation Regulation No. Specified Securities (Equity & Convertible Securities on Main Board or SME or ITP) or Indian Depository Receipts Securities Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR”) Regulation 109 Non-Convertible Debt Securities Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (“ILDS”) Regulation Regulation 19A Non-Convertible Redeemable Preference Shares Securities and Exchange Board of India(Issue and Listing of Nonconvertible Redeemable Preference Shares) Regulations, 2013 (“NCRPS”) Regulation 16A Securitised Debt Instruments Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 (“SDI”) Regulation Regulation 35A Mutual Funds Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 (“MF”) Regulation Regulation 31B
- A listed entity which has previously entered into agreement(s) with a recognized Stock Exchange(s) to list its securities shall execute a fresh listing agreement with such Stock Exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) i.e. September 2, 2015.
- Notwithstanding such novation, any action taken or purported to have been done or taken by the Stock Exchanges or SEBI, any enquiry or investigation commenced or showcause notice issued in respect of the existing listing agreement shall be deemed to have been done or taken under the corresponding provisions of the Listing Regulations in force.
- SEBI has prescribed the disclosure requirements in the abridged prospectus in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and the Companies Act, 2013.
- The disclosure requirements in the abridged prospectus have been rationalized in consultation with Investor Associations and market participants. The revised abridged prospectus improves the readability and contains relevant information for the investor to take well informed investment decision. Also, the investor has the option to obtain full prospectus from the market intermediaries associated with the public issue and can also download from the websites of stock exchanges, merchant bankers and SEBI.
- The revised format of abridged prospectus as per Regulation 58 (1) and Part D of Schedule VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, is placed at Annexure I of the said circular. (Can be viewed at the above captioned hyperlink)
- Further, the format for disclosure of price information of past issues handled by the merchant bankers as specified vide SEBI Circular no. CIR/CFD/DIL/5/2011 dated September 27, 2011, has been revised and is placed at Annexure II. (Can be viewed at the above captioned hyperlink). Pursuant to applicability of this Circular, the aforesaid SEBI Circular dated September 27, 2011 shall stand rescinded.
- This Circular shall be applicable on issues opening for subscription from December 1, 2015 and a copy of abridged prospectus shall be filed with SEBI.