Guidelines on issuance of non-convertible debt instruments along with warrants (‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

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..... nized Stock Exchanges All Recognized Depositories Issuer Companies Merchant Bankers and Brokers registered with SEBI Dear Sir / Madam, Sub: Guidelines on issuance of non-convertible debt instruments along with warrants ( NCDs with Warrants ) in terms of Chapter VI Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. 1. Ch .....

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..... egregated offer). 3. SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 , governs issue and listing of non-convertible securities, on a recognized stock exchange and provides for Electronic Book Provider platform (EBP platform), offering efficient and transparent price discovery mechanism. 4. In this regard stakeholders were consulted through a SEBI consultation paper .....

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..... of the issue shall be in terms of Chapter VI on Qualified Institutions Placement under ICDR Regulations, 2018 . 5.3. Of the total issue size of the issue, at least 40% size shall consist of Warrants portion . It may be noted that total issue size shall mean combined size of NCDs issue and the aggregate size of the warrants portion, including the conversion price of warrants. 5.4. T .....

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..... otect the interests of investors in securities and to promote the development of, and to regulate the securities market. 9. A copy of this circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework/Circulars . Yours faithfully, Yogita Jadhav General Manager Corporation Finance Department yogitag@sebi.gov.in - Circular - Trade Notic .....

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