9 June, 2017
The SEBI had earlier by its circular dated March 10, 2017 (“Original Notification”) laid down the detailed requirement to be complied with by listed entities undertaking a scheme of arrangement for listing of equity and convertible instruments without making a public offer.
In its latest notification dated May 26, 2017 (“New Listing Notification”) it has now allowed listing of Non-Convertible Redeemable Preference Shares (“NCRP’s”) and Non-Convertible Debentures (“NCD’s”) issued by listed entities undergoing a scheme of arrangement in accordance with the terms of the New Listing Notification and the Original Notification.
As per the New Listed Notification, a listed entity which has listed its specified securities may seek listing of NCRP’s/ NCD’s issued pursuant to a scheme of arrangement only in case where the listed entity is a part of such scheme of arrangement and such NCRP’s/ NCD’s are issued to the holders of specified securities of such listed entity.
The instruments are required to have a minimum tenure of 1 (one) year and the valuation of the underlying NCRPS’s/ NCD’s are to be included in the valuation report to be provided by the company to the regulator for such scheme of arrangement. Further, the New Listing Notification expressly lays down disclosures required to be made in the draft scheme of arrangement in relation to the NCRPS’s / NCD’s.
For further information, please contact:
Sameer Sibal, Partner, P & C Legal
sameer@pclegal.net
