The International Financial Services Centres Authority (“IFSCA”), in exercise of powers conferred under Section 12 and Section 13 of the International Financial Services Centres Authority Act, 2019, and Regulation 130(3) of the International Financial Services Centres Authority (Listing) Regulations, 2024 (“Listing Regulations”), vide Circular No. IFSCA-PLNP/53/2025-Capital Markets,[1] dated September 18, 2025, issued certain clarifications on the Listing of Convertible Debt Securities on Recognised Stock Exchanges in International Financial Services Centres (“IFSCs”).
Key Highlights:
- Applicability of Listing Regulations: The IFSCA has clarified that the listing framework applicable to debt securities under the Listing Regulations shall mutatis mutandis apply to convertible debt securities, including Foreign Currency Convertible Bonds (FCCBs) or similar instruments, until their conversion into equity.
- Disclosure Requirements: Issuers must ensure that the offer document or information memorandum clearly discloses the listing status of equity shares that will arise upon conversion of such convertible instruments.
- The provisions laid hereunder shall be effective immediately and be applicable to both existing and proposed issuances of convertible debt securities. The recognised stock exchanges in IFSCs are required to disseminate this clarification to all listed entities, market participants, and stakeholders to ensure compliance.
[1]https://ifsca.gov.in/CommonDirect/GetFileView?id=21626bde60601ef44a0ed02201d5a43b&fileName=Circular__Clarification_on_the_listing_of_convertible_debt_securities_20250918_0124.pdf