SEBI issues Clarification for Scheme(s) of Arrangement by Debt Listed Entities

Clarification for Scheme

On 9th December 2022, the Securities and Exchange Board of India (SEBI) issued Circular – SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/170 in regard to clarification of Scheme(s) of Arrangement by entities which have listed their Non-Convertible Debt Securities (NCDs)/ Non-Convertible Redeemable Preference Shares (NCRPS), commonly referred to as “debt listed entities”. This particular Circular is issued with reference to the previously issued Circular No. – SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/156 issued of 17th November 2022.

The SEBI clarified that the provisions of the Circular, as mentioned above, are not to be appliable to the “Scheme of Arrangement” that solely provides for an arrangement between the debt-listed entity along with its wholly owned subsidiary. Although, such debt listed entity needs to file the draft Scheme of Arrangement with Stock Exchanges for disclosure, and the Stock Exchanges are to disseminate the scheme documents on their website.

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