CIRCULAR, CIR/IMD/DF-1/19/2012, dated July 25, 2012
All Registered Merchant Bankers
All Recognized Stock Exchanges
1. SEBI had notified SEBI (Issue and Listing of Debt Securities) Regulations in 2008 specifying norms for public issue of debt securities and privately placed listed debt securities.
2. With respect to public issue of debt securities, there is currently no specified standard format for the Application Form and Abridged Prospectus. This has resulted in different application forms and abridged prospectus being used in public issues of debt securities.
3. In order to standardize the Application Form and Abridged Prospectus for public issue of debt securities, the existing forms and abridged prospectus were discussed and deliberated upon with market participants. Based on the discussions, the structure, design, format, contents and organization of information in the Application Form and Abridged Prospectus have been standardized and made uniform for public issues of debt securities.
4. The following shall be applicable with respect to the application form to be filled up by the investor:
a) All Application forms shall be printed in A4 size sheet. The illustrative format of Application Form that shall be used for Resident and Non-Resident Investors (NRI), are placed at Annexure A and B respectively. It may be noted that certain sections in the form are filled only for illustrative purposes.
b) No change shall be carried out in spacing, placement or in data fields in the Application Form except for the following:
i. For issues offered only in dematerialized form, the sections pertaining to physical applications may be removed.
ii. Under Point No. 5 in application form, the number of columns for providing different series details is illustrative and may vary depending on the terms of the issue.
iii. Investor Categories and sub-categories may vary depending on the issue.
iv. Details to be provided under issue structure may vary depending on the terms of the issue.
v. KYC documents required may vary depending on the terms of the issue.
vi. The declaration pertaining to application in physical form may be removed if the issue is offered only in dematerialized form.
c) In case the issue is not offered to NRI investors, the NRI specific form may not be printed.
5. The following shall be applicable with respect to the abridged prospectus annexed to the application form:
a) The abridged prospectus shall be printed in A4 size sheets. The information shall be provided under the abridged prospectus as given at Annexure-C hereto.
b) The Abridged Prospectus shall be printed:
i. In Times New Roman font,
ii. in a font size of not less than 10,
iii. with a line spacing not less than 1.00 lines
iv. and normal character spacing with 100% scale and no condensation.
c) A larger font size may be used, if required, for different heads of information. All major heads shall be in uppercase and bold and in boxes. The first level subheads shall be in bold and in boxes. The other levels of sub-heads shall be bold and underlined.
d) The numbering shall be either continuous or with different types of numbering for different heads/ sub-heads.
e) The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the abridged prospectus is mutilated.
f) The order of the contents in the abridged prospectus shall not be changed.
g) Tabular formats and pointers may be used wherever possible for efficient understanding. Instructions for filling up the form, payment instructions and risk factors shall be in pointers and every pointer shall be in a new line.
h) The top of every page in the abridged prospectus shall have a colored strap in bold letters incorporating the statement
“IN THE NATURE OF FORM 2A – MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”
i) Under the sections ‘any other information’, any information which is important for the investor but has not been included in the other heads may be included.
j) Risk factors shall be so provided that they convey the risks associated with the issue briefly.
k) A reference may be made to the prospectus wherever necessary.
6. The issuer and all the concerned intermediaries are directed to comply with the instructions contained in this circular effective from 30 days to the date of this circular.
7. This circular is issued in exercise of powers conferred under Section 11(1) and section 11A of the Securities and Exchange Board of India Act, 1992 read with Regulation 31(1) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.
8. This circular is available on SEBI website at http://www.sebi.gov.in/ under the category “Legal Framework” and “Corp Debt Market”.
Deputy General Manager
Investment Management Department
Email id – email@example.com