The amendments bring about substantial changes in the following areas:
- Expansion in definition of ‘Issuer’:
The 2017 Rules have redefined “issuer” to now include issuers of various debt securities like debentures, debenture stock, loan stock, bonds, convertible bonds, or analogous instruments. This move broadens the term’s scope, capturing a wider spectrum of financial transactions.
- Clarification on the application of the 2017 Rules:
The application range of the 2017 Rules has been distinctly clarified via the amendments. The 2017 Rules will not extend to the following:
a. The issuance of debt securities through privately negotiated agreements devoid of any solicitation.
b. Public offerings of securities governed by the Securities (Public Offers) Rules 2007.
- Notification requirements to FSC:
In a sizable departure from previous rules, the obligation to notify the FSC within 10 days of making a preferential offer is no longer applicable to issuances of debt securities.
- Registration procedure for Issuers of Debt Securities:
a. Rule 9A newly stipulates that anyone issuing debt securities must register any such offer with the FSC. Registration applications should be compiled at least 14 days prior to the offer and include the information detailed in the First Schedule of the 2017 Rules.
b. There exists an additional requirement for issuers who have issued debt securities over the period from 31 August 2016 to 31 October 2023.
These issuers are obligated to submit all details specified in the Second Schedule of the 2017 Rules to the FSC within 30 days from 16 October 2023.
The Securities (Preferential Offer) (Amendment) Rules 2023 came into force as of 16 October 2023.
If you need any further clarification or have any queries regarding these amendments, please do not hesitate to reach out to us or contact the FSC directly. These modifications mark a significant development in the regulatory framework surrounding the issuance of securities, and it is crucial for stakeholders to understand their implications fully.