The Securities and Exchange Board of India (SEBI) has rolled out proposed regulations for securitised debt instruments (SDIs), focusing on heightened transparency, investor protections, and streamlined operations. These proposed changes are part of a broader regulatory update aimed at modernising India’s securitisation market, particularly for both RBI-regulated originators and unregulated entities engaged in securitisation activities. SEBI is currently seeking public feedback on the proposals, with comments open until November 16.
One of the primary proposals includes a minimum investment threshold or “ticket size” of INR 1 crore for investors in SDIs. This threshold is intended to attract sophisticated investors, while safeguarding the market against high-risk exposure for retail investors. Further, SEBI has introduced a cap on the number of investors allowed in private placements of SDIs. Under this cap, privately placed SDIs can be offered to a maximum of 200 investors; if this limit is breached, the issuance must be reclassified as a public issue.
To ensure a fair and transparent public issuance process, SEBI has proposed that public offerings of SDIs remain open for a minimum of three days and a maximum of 10 days, with advertising requirements consistent with those for non-convertible securities. Additionally, SEBI is pushing for all SDIs to be issued and traded exclusively in demat form to improve security and traceability.
The proposal builds upon SEBI’s 2008 regulations and incorporates RBI’s 2021 directions on securitising standard assets. In terms of risk management, SEBI has mandated originators to retain a minimum of 10% of the securitised pool’s risk or 5% for assets with a maturity of up to 24 months. This “skin in the game” requirement aims to ensure that originators remain financially invested in the performance of the underlying assets, aligning their interests with those of investors.
Further protections include a specified minimum holding period for the underlying assets, guaranteeing that originators have a vested interest in the performance of the receivables. SEBI has also proposed a clean-up call option, allowing originators to repurchase up to 10% of the original asset pool. This optional feature would enable originators to manage the pool’s longevity without requiring further commitments.
Under the new framework, liquidity facilities – vital for managing timing mismatches in cash flows – must be provided directly by the originator or an appointed third party. SEBI has also refined the definition of “debt/receivables” to ensure that only high-quality assets, such as listed debt securities and rental incomes, can serve as underlying assets. Single-asset securitisation is not permitted.
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