Sebi Makes EBP Mandatory for All Private Debt Placements Above ₹20 Crore; Expands Scope to REITs and InvITs

Sebi Makes EBP Mandatory for All Private Debt Placements Above ₹20 Crore; Expands Scope to REITs and InvITs​

New Delhi, May 18 — In a major move aimed at enhancing transparency and efficiency in the debt market, the Securities and Exchange Board of India (Sebi) has mandated the use of the Electronic Book Provider (EBP) platform for all private placements of debt securities, non-convertible redeemable preference shares (NCRPS), and municipal bonds with an issue size of ₹20 crore or more.

Scope Now Covers REITs and InvITs​

The new framework, effective immediately, significantly reduces the previous threshold of ₹50 crore and expands the EBP platform’s applicability to include Real Estate Investment Trusts (REITs), Small and Medium REITs (SM REITs), and Infrastructure Investment Trusts (InvITs). These entities can now also use the EBP platform for private placement of their units.

Additionally, issuers have the option to access the platform for private placements of securitised debt instruments, security receipts, commercial papers (CPs), and certificates of deposit (CDs).

Enhanced Disclosure and Allotment Norms​

Sebi has introduced a structured timeline for submission of placement documents. Issuers must now file the placement memorandum and a detailed term sheet at least two working days prior to the issue opening. First-time EBP users are required to submit these documents three working days in advance.

The disclosure must include the base issue size along with any green shoe option, which is capped at five times the base size. Past allocations under green shoe options must also be revealed.

Anchor Investor Reservations Based on Credit Rating​

The new guidelines allow issuers to reserve a portion of the issue for anchor investors based on the instrument's credit rating:

• Up to 30% for AAA to AA-rated instruments
• Up to 40% for A+/A- rated instruments
• Up to 50% for instruments rated below A-

Anchor investors must confirm their bids electronically one day prior to the issue. Any unconfirmed bids will be reallocated to the base issue.

Proportional Allotment and Timely Disclosures​

To maintain fairness, Sebi has directed that if multiple bids are received at the same cut-off price, allotments must be made on a proportionate basis.

The EBP is also required to update bidding data and other issue-related information on its website by the end of the bidding day or by 1 PM the next day, depending on when the issue concludes.

New Timeline for Stock Exchange Approvals​

Sebi has revised the timeline for obtaining in-principle approval from stock exchanges:

• For EBP-based issues: before T-2 or T-3
• For non-EBP issues: before the issue opens

While most changes are effective immediately, certain clauses — including those on anchor investor participation, detailed disclosures, and reporting — will be implemented within three to six months from the circular’s issue date.

The reforms follow recommendations from a dedicated working group and public consultation, reflecting Sebi’s ongoing efforts to deepen the bond market and boost investor confidence.