Model Listing Agreement for listing of Debt Securities

Download Listing Agreement for Debt securities.

SEBI, vide its circulars dated 30th September 2003 and 22nd December 2003, stipulated the conditions to be complied with, in respect of privately placement debt securities. One of the conditions specified therein requires that an entity desirous of listing privately placed debt securities shall enter into a separate Listing Agreement with the Stock Exchanges.

SEBI vide its circular SEBI/CFD/DIL/CIR- 39 /2004/11/01 decided that listing of all debt securities irrespective of the mode of issuance i.e. whether issued on private placement basis or through public/rights issue, shall be done through a separate Listing Agreement. In this regard, the Stock Exchanges were advised to henceforth list all debt securities through an Agreement prepared in line with the Model Listing Agreement enclosed along with the circular. The Model Listing Agreement is enclosed herewith

The main features of the Model Listing Agreement are as under:

1. The Agreement may be used for listing of all debt securities issued by an issuer irrespective of mode of issuance. The debt securities have been referred as "debentures" in the agreement and includes debentures as defined in Section 2(12) of the Companies Act, 1956 and any other debt instruments, which are proposed to be listed on recognized Stock Exchange. Issuer means any person making an issue of debentures which are proposed to be listed excluding Supra National Organizations like Asian Development Bank, World Bank etc.



2. The Model Agreement has three parts. Part (I) contains clauses which shall be complied by all issuers irrespective of mode of issuance, Part (II) contains clauses which shall be complied with only if the debentures are issued either through public or rights issue and part (III) contains clauses which are required to be complied with only if the debentures are issued on private placement basis



3. In case of issuers whose equity shares are listed and which have already entered into a Listing Agreement for its equity shares, clauses of Equity Listing Agreement shall have an overriding effect over the Debenture Listing Agreement, in case of inconsistency, if any.