The International Financial Services Centres Authority (Issuance and Listing of Securities) Regulations, 2021

Jul 21, 2021 | by Avantis RegTech Legal Research Team

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Industry Specific Compliance

The International Financial Services Centres Authority (IFSCA) on July 16, 2021 has issued the International Financial Services Centres Authority (Issuance and Listing of Securities) Regulations, 2021. 

The Important provisions of the regulation are as followed :

• Section 4, which specifies Applicability of the regulations, namely:

These regulations shall apply to: 

(a)  an initial public offer of specified securities by an unlisted issuer; 

(b)  a follow-on public offer of specified securities by a listed issuer; 

(c)  listing of specified securities by a start-up company or an SME company ; 

(d)  secondary listing of specified securities ; 

(e)  an initial public offer of specified securities by a Special Purpose Acquisition Company; 

(f)  rights issue and/or preferential issues by a listed issuer; 

(g)  listing of depository receipts ; 

(h)  listing of debt securities; 

(i)  listing of ESG debt securities; and 

(j)  issuance and/or listing of any other securities as may be specified by the Authority from time to time. 

• Section 5, Which specifies General Principles, namely:

The underlying principles for an issuer to list its securities in IFSC are: 

(a)  There should be true, correct and adequate disclosure of material information in the offer document to enable the investors to take informed decision. 

(b)  There should be full, accurate and timely disclosure of financial results, risk and other non-financial information which is material to investors‘ decisions; 

(c)  All holders of listed securities shall be treated in a fair and equitable manner; 

(d)  The issuers shall maintain standards of quality, operations, management experience and expertise, wherever applicable; and 

(e)  The directors of an issuer shall ensure to act in the interests of shareholders as well as other stakeholders. 

•Section 6, which specifies General Eligibility Criteria, namely:

(1) The following entities shall be eligible to list its securities under these regulations on a recognised stock exchange:

(a) A company incorporated in an IFSC;

(b) A company incorporated in India ; and

(c) A company incorporated in a Foreign Jurisdiction 

(2) Notwithstanding sub-regulation (1) above, the following entities shall also be eligible in respect of listing of debt securities on a recognised stock exchange, - 

(a) any supranational, multilateral or statutory organisation/ institution/agency provided such organization/institution/agency is permitted to issue securities as per its constitution: 

Provided that the entity is registered or headquartered in India, IFSC or a Foreign Jurisdiction; any municipality or any statutory body or board or corporation, authority, trust or agency established or notified by any Central or State Act or any special purpose vehicle notified by the State Government or Central Government including for the purpose of raising fund by the issuer to develop infrastructure or SMART city; and 

(c) An entity whose securities are irrevocably guaranteed by a Sovereign (India or a Foreign Jurisdiction). 

• Section 7, An issuer shall be eligible to list its securities under these regulations in IFSC only if, - 

1. (a)  the issuer is duly incorporated or established according to the relevant laws of its place of incorporation or establishment; 

2. (b)  the issuer is operating in conformity with its constitution; and 

3. (c)  the listing of securities in IFSC is in accordance with the applicable laws of the jurisdiction of incorporation. 

• Section 8, An issuer shall not be eligible to list securities under these regulations if the issuer or any of its promoters, promoter group, controlling shareholders or directors or selling shareholders is - 

1. (a)  debarred from accessing the capital market ; or 

2. (b)  a wilful defaulter; or 

3. (c)  a fugitive economic offender. 

• Section 9, The securities proposed to be listed on a recognised stock exchange should be freely transferable and held in dematerialised form. 

[Notification No. IFSCA/2021-22/GN/REG015]

 


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