Electronic book mechanism for issuance of securities on private placement basis



05 January 05, 2018

To All Recognized Stock Exchanges (except Commodity Exchanges)

All Depositories Issuers of debt securities/NCRPS Merchant Bankers and Brokers registered with SEBI Primary Dealers registered with RBI

Dear Sir / Madam,

Sub: Electronic book mechanism for issuance of securities on private placement basis

1. SEBI vide circular No. CIR/IMD/DF1/48/2016 dated April 21, 2016, mandated usage of electronic book mechanism for issuance of debt securities on private placement basis

2. Subsequently, on receiving feedback from the market participants to further streamline the process, SEBI issued a consultation paper and sought public comments on the matter. On the basis of the market feedback and the feedback received on SEBI consultation paper, it has been decided to make suitable revisions to the existing framework for Electronic Book Mechanism.

3. The revisions made to the existing framework are aimed at further streamlining the procedure for private placement of debt securities, allowing private placement of other classes of securities which are in the nature of debt securities and enhancing transparency in the issuance, resulting in better discovery of price. The revised guidelines for the Electronic Book Mechanism are placed at Schedule-A annexed to this circular.

4. This circular shall come in to force with effect from April 01, 2018 and the SEBI circular CIR/IMD/DF1/48/2016 dated April 21, 2016 shall stand repealed from the date of the enforcement of this circular.

5. Recognized Stock Exchanges are directed to: 5.1. comply with the conditions laid down in this circular;

5.2. put in place necessary systems and infrastructure for implementation of this circular;

5.3. make consequential changes, if any, to their bidding portal and respective exchange bye-laws; and

5.4. communicate and create awareness about these revised guidelines amongst issuers, arrangers and investors.

6. This Circular is issued in exercise of powers conferred under Section 11(1) read with regulation 31(2) of ILDS Regulations of the Securities and Exchange Board of India Act, 1992.

7. This Circular is available on SEBI website at under the categories “Legal Framework” and under the drop down “Corp Debt Market”.

Yours faithfully,

Richa G. Agarwal

Deputy General Manager

Department of Debt and Hybrid Securities

Tel No.022-2644 9596

Email id –

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