Regulation 21 - Offer to the public - Securities And Exchange Board Of India (Issue And Listing Of Securitised Debt Instruments And Security Receipts) Regulations, 2008

CHAPTER V PUBLIC OFFER OF SECURITISED DEBT INSTRUMENTS Offer to the public. 21. (1) This Chapter shall be applicable to offer of securitised debt instruments to the public. (2) Any reference in these regulations to offering securitised debt instruments to the public shall be construed as including a reference to offering them to any section of the public. (3) No offer shall be treated as made to the public by virtue of sub-regulation (1), if the offer can properly be regarded, in all the circumstances (a) as not being likely to result, directly or indirectly, in the securitised debt instruments becoming available for subscription or purchase by persons other than those receiving the offer; (b) otherwise as being the domestic concern of the persons making and receiving the offer. (4) Notwithstanding sub-regulation (2), any offer of securitised debt instruments made to fifty or more persons in a financial year shall always be deemed to have been made to the public: Provided that sub-regulation (3) applies only in respect of securitised debt instruments which belong to the same tranche and which are pari passu in all respects 1 [ : ] 2 [Provided further that an offer shall not be deemed to be made to the public if the special purpose distinct entities or securitisation transactions not intending for Pass Through Certificate or Securitised Debt Instruments or Notes or instrument or securities by whatever name called, are being available to number of investors specified in sub-regulation (4) of regulation 21, and not being listed, may opt for below mechanism: i. It specifies prominently, expressly and in writing in the offer document or private placement memorandum or information memorandum or document or contract (or other such information in whatever form or manner) for the Pass Through Certificate or Securitization Notes or instrument or securities or securitized debt instruments by whatever name called, that initial and subsequent investors have to be limited to fifty and the investors should abide by such restrictions, and the mechanism instituted by the issuer depository. ii. Issuance, holding and transfer of Pass Through Certificate or Securitisation Notes or securitized debt instruments by whatever name called shall be in dematerialised mode only. iii. Issuers and investors shall only utilize the mechanism instituted by the depository for issue allotment, holding transfers of such instruments. ] Explanation: For the purposes of sub-regulation (4), the term financial year shall mean the period of twelve months commencing from the 1st day of April in any year. ************** NOTES:- 1 . Substituted vide F. No. SEBI/LAD-NRO/GN/2025/247 dated 05-05-2025 before it was read as, . 2 . Inserted vide F. No. SEBI/LAD-NRO/GN/2025/247 dated 05-05-2025