SEBI, vide its circular dated December 09, 2022 came out with a clarification – Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/Non-convertible Redeemable Preference shares (NCRPS) (‘debt listed entities’).
This is in reference to Circular dated November 17, 2022 on “Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS)”
In this regard, it is clarified that the provisions of the aforementioned circular shall not apply to a Scheme of Arrangement which solely provides for an arrangement between a debt listed entity and its unlisted wholly owned subsidiary. However, such debt listed entity shall file the draft Scheme of Arrangement with Stock Exchange(s) for the purpose of disclosure and the Stock Exchange(s) shall disseminate the scheme documents on their websites.
Further, Chapter XII of the LODR Operational Circular dated July 29, 2022 will accordingly stand modified.
This Circular is applicable to all entities who have listed their Non-convertible Debt securities/Non-convertible Redeemable Preference shares and all the Recognized Stock Exchanges.
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