Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/135 - SEBI
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Private placement disclosure requirements restructured: general information document plus key information document govern listing of non-convertible securities. The Regulations expand definitions for key managerial personnel and senior management, omit certain clauses and Schedule II, and insert Chapter VA requiring issuers offering non-convertible securities on private placement to file a one year valid general information document and, for subsequent offers during that validity, a key information document. Filing is on a 'comply or explain' basis during the transitional period and mandatory thereafter; shelf placement memoranda or shelf prospectuses in force can exempt general information document filing so long as the key information document is filed. Schedule I is substituted to prescribe comprehensive, standardized disclosures for public and private offers, including financial statements, risk factors, security and covenant details, and issuer responsibility statements.
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Provisions expressly mentioned in the judgment/order text.
Private placement disclosure requirements restructured: general information document plus key information document govern listing of non-convertible securities.
The Regulations expand definitions for key managerial personnel and senior management, omit certain clauses and Schedule II, and insert Chapter VA requiring issuers offering non-convertible securities on private placement to file a one year valid general information document and, for subsequent offers during that validity, a key information document. Filing is on a "comply or explain" basis during the transitional period and mandatory thereafter; shelf placement memoranda or shelf prospectuses in force can exempt general information document filing so long as the key information document is filed. Schedule I is substituted to prescribe comprehensive, standardized disclosures for public and private offers, including financial statements, risk factors, security and covenant details, and issuer responsibility statements.
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