Sep 30, 2021

Guidelines on QIP of Non-Convertible Debt Instruments along with Warrants

SEBI, through its Circular dated August 13, 2021, issued certain guidelines for issuance and listing of non-convertible debentures along with warrants by way of a qualified institutional placement. To streamline the procedure of issuance and applicability of the electronic book platform (‘EBP’) on the ‘Non-Convertible Debentures (‘NCDs’) portion’, the following has been decided and made applicable for issues wherein the size of NCDs portion is ₹ 2 billion (approx. US$ 26.7 million) or above under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. EBP will be mandatory for the NCDs, whether stapled with the warrants, or segregated offer[1], and an issuer is required to comply with the regulations, and circulars issued thereunder. At least 40% of the size of the qualified institutional placement (‘QIP’), i.e. the total issue size, is required to comprise warrants. The ‘total issue size’ will mean the combined size of the issuance of NCDs and the issuance of the warrants, including the conversion price of warrants. QIPs of NCDs and warrants, whether segregated or stapled, will be exempted from certain addition requirements with respect to QIPs, including allocation to investors and minimum number of allottees.


[1] An offering where NCDs and warrants can be attached to each other is referred to as a ‘stapled offer’ whereas an offering where NCDs and warrants are offered separately for subscription is referred to as a ‘segregated offer’.




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