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REGULATIONS, 2012

DEBT SECURITIES TRUSTEE REGULATIONS, 2012

[Gazette of Pakistan, Extraordinary, Part-II, 3rd April, 2012]

SRO 339(I)/2012, dated 30.3.2012.—In exercise of the powers conferred by Section 506A of the Companies Ordinance, 1984 (XLVII of 1984) and having being previously published in the official Gazette vide Notification No. SRO 712(I)/2011 dated July 18, 2011 as required by sub-section (1) of Section 506-A of the said Ordinance the Securities and Exchange Commission of Pakistan hereby makes the following Regulations, namely:—

CHAPTER-I 

PRELIMINARY

1.  Short title and commencement.—(1) These Regulations shall be called the "Debt Securities Trustee Regulations, 2012".

(2)  They shall come into force at once.

2.  Definitions.—(1) In these Regulations, unless there is anything repugnant in the subject or context, —

(a)      "Act" means the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997);

(b)     "Constitutive Documents" includes the memorandum and articles of association and any document governing the formation of a company or a body corporate;

 

(c)      "Commission" means the Securities and Exchange Commission of Pakistan established under Section 3 of the Act;

(d)     "Debt Security" means any security which creates or acknowledges indebtedness and includes;

                   (i)         Corporate debt securities such as Term Finance Certificates (TFCs), Sukuk Certificates, Participation Term Certificates (PTCs), Commercial Papers, and all kinds of debt instruments issued by any Pakistani or foreign company or corporation registered in Pakistan; and

                   (ii)        Government debt securities such as Treasury Bills (T-bills), Federal Investment Bonds (FIBs), Pakistan Investment Bonds (PIBs), Foreign Currency Bonds, Government Papers, Municipal Bonds, Infrastructure Bonds and all kind of debt instruments issued by Federal Government, Provincial Governments, Local Authorities and other statutory bodies.

(e)      "Debt Securities Trustee" means a person appointed as a Debt Securities Trustee by virtue of a Trust Deed and registered under these Regulations;

(f)      "Form" means a form specified through these Regulations;

(g)     "Issue" includes issue of debt securities through,—

          (i)      initial public offering by an issuer;

          (ii)     secondary public offering by an issuer;

                   (iii)       an offer to the existing shareholders or debt securities holders by an issuer;

                   (iv)       private placement to persons referred to and notified under Section 120 of the Ordinance; or

          (v)     offer for sale to the public by an offer or.

(h)     "Investment Finance Company" means a company as defined in clause (xxiv) of sub-regulation (1) of Regulation 2 of Non-Banking Finance Companies and Notified Entities Regulations, 2008;

(i)      "Offeror" means any person who directly or indirectly holds ten percent or more debt securities and offers for sale such debt securities in full or in part to the general public;

(j)      "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984);

(k)     "Regulations" means these regulations along with all Schedules, Forms and Annexures attached to it;

(l)      "Schedule" means a schedule specified in these Regulations;

(m)    "Scheduled Bank" has the same meaning as defined in clause (m) of Section 2 of the State Bank of Pakistan Act, 1956 (XXXII of 1956); and

(n)     "Trust Deed" means a trust deed executed by an issuer or an Offeror, as the case may be, in accordance with the provisions of the Trust Act, 1882 (II of 1882).

(2)     Words and expressions used but not defined in these Regulations shall, unless there is anything repugnant in the subject or context, have the same meaning as are assigned to them in the Act, the Ordinance or the Securities and Exchange Ordinance, 1969 (XVII of 1969).

(3)     Headings and sub-headings given in these Regulations are given for ease of reference and shall not change meaning of the terms expressed in these Regulations.

CHAPTER-II 

REGISTRATION OF DEBT SECURITIES TRUSTEE

3.  Prohibitions.—(1) No person shall act as or perform the functions of a Debt Securities Trustee unless such person is registered with the Commission under these Regulations.

(2)     Any person providing services as Debt Securities Trustee at the time of coming into force of these Regulations shall get itself registered under these Regulations within a period of three months from the date of notification of these Regulations in the official Gazette.

(3)     A Debt Securities Trustee shall not be eligible to act as a Debt Securities Trustee to any Issue,—

(a)     of its associated company or associated undertaking;

(b)     where the Debt Securities Trustee or any of its associated company or associated undertaking holds or has taken steps to acquire any shares or debt securities of the issuer;

(c)      where the Debt Securities Trustee has underwritten or intends to underwrite the Issue;

(d)     where the Debt Securities Trustee or any of its associated company or associated undertaking has provided any guarantee with respect to the amount payable under such Issue.

4.       Eligibility requirements for registration.—Any person may apply to the Commission for registration as a Debt Securities Trustee under these Regulations if such person is authorized by its Constitutive Document to act as a Debt Securities Trustee and is,—

(a)     a Scheduled Bank;

(b)     a Development Finance Institution as notified by the State Bank of Pakistan;

(c)     an Investment Finance Company;

(d)     a wholly owned subsidiary set up by a Scheduled Bank, Development Finance Institution or a depository company for carrying out the activities of Debt Securities Trustee; or

(e)      any other company or entity or class of companies/entities allowed by the Commission.

5.       Application procedure for registration.—(1) An application for registration as a Debt Securities Trustee shall be made to the Commission in Form A along with all the documents specified in Annexure-I and receipt evidencing payment of non-refundable fee of rupees one hundred thousand.

(2)     The Commission, while considering the application for grant of certificate of registration, may require the applicant to furnish such further information or clarification regarding its activities and businesses as it deems appropriate.

(3)     Any subsequent change in the information provided to the Commission at the time of filing of application under sub-regulation (1) shall be intimated to the Commission within a period of seven working days from the date of such change.

6.  Grant of registration.—(1) The Commission while considering the application for grant of certificate of registration made under sub-regulation(1) of Regulation 5 shall inter-alia take into account the following matters, namely,—

(a)      the ability of the applicant to safeguard the interest of debt securities holders;

(b)     the capability of the applicant to efficiently handle its functions as Debt Securities Trustee and its obligations under these regulations;

(c)      the availability of necessary infrastructure including but not limited to adequate office space, equipment, experienced manpower and financial and technical aspects to effectively discharge its activities as Debt Securities Trustee;

(d)     earlier refusal, if any, by the Commission for registration of the applicant as a Debt Securities Trustee;

(e)      conviction or adverse findings in investigation of directors or employees in the senior management level of the applicant in an offence involving, fraud or breach of trust;

(f)      penal action against the applicant or its director(s) including initiation of any kind of prosecution for an offence under the Ordinance, Act or the Securities and Exchange Ordinance, 1969 (XVII of 1969);

(g)     track record as a Debt Securities Trustee, if any; and

(h)     any other matter as deemed necessary by the Commission.

(2)  The Commission on being satisfied that the applicant is eligible for registration may grant a certificate of registration to the applicant in Form B and impose such conditions as it may deem necessary.

(3)  The certificate of registration shall remain valid for a period of three years from the date of registration unless it is restricted, suspended or cancelled earlier by the Commission.

7.       Renewal of Registration.—(1) A Debt Securities Trustee shall, three months prior to the date of expiry of its registration, apply to the Commission in Form C for renewal of its registration along with all the documents specified in Annexure III and receipt evidencing payment of non-refundable renewal fee of rupees one hundred thousand.

(2)     The Commission upon being satisfied that the applicant continues to meet the minimum requirement for registration and is eligible for renewal of registration shall renew the registration of Debt Securities Trustee and issue a certificate of renewal of registration to the applicant in Form D. Where the Debt Securities Trustee fails to meet the requirements as mentioned in Regulations 4 and 6 above, its application for renewal may be refused subject to the provisions of Regulation 8.

(3)     Where the application for renewal of registration is made within such time as specified in sub-regulation (1) but has not been decided by the Commission the registration shall continue to be valid until the application for renewal is decided by the Commission.

8.       Procedure where registration is not granted or renewed.—(1) The Commission, after giving a reasonable opportunity of hearing to the applicant, may refuse to grant or renew a certificate of registration if in the opinion of the Commission such applicant does not fulfill the requirements prescribed in these Regulations or where the Commission after taking in to account the facts, is of the view that it is not in the public interest or in the interest of the securities market to grant or renew such certificate of registration.

(2)     The decision of refusal to grant a certificate of registration or refusal of renewal of registration shall be communicated to the applicant stating therein the grounds on which the application has been rejected.

(3)     The applicant, if aggrieved by the decision of the Commission under sub-regulation (1) may, within a period of thirty days from the date of receipt of such refusal, apply to the Commission for review of its decision.

(4)     On receipt of the application made under sub-regulation (3), the Commission may review its decision and communicate its findings, in writing, to the applicant within sixty days and the decision of the Commission in this regard shall be final.

(5)     An applicant whose application for renewal of certificate of registration is refused by the Commission under sub-regulation (1) shall, from the date of receipt of the final decision of the Commission, not act as Debt Securities Trustee for any new Issue.

(6)     A Debt Securities Trustee whose application for renewal is refused shall, on the day of the receipt of the final decision of the Commission, intimate to all the concerned parties including the issuers, the debt securities holders, the concerned credit rating company and the stock exchange(s) in case of listed debt securities about its inability to act as a Debt Securities Trustee.

(7)     Debt Securities Trustee whose application for renewal of certificate of registration is refused by the Commission shall continue to act as such in all previous Issues in which it is acting as Debt Securities Trustee till the appointment of any other Debt Securities Trustee by the issuer or complete redemption of such Issues, whichever is earlier. Provided that the appointment of any other Debt Securities Trustee should be made within such time period as mentioned in the refusal order but not exceeding 60 days from the date of such refusal.

CHAPTER-III 

DUTIES AND RESPONSIBILITIES OF DEBT SECURITIES TRUSTEE

9.  Obligations of Debt Securities Trustee. A Debt Securities Trustee shall,–

(i)      sign a Trust Deed with the issuer before commencement of the subscription period which inter-alia contain that the Debt Securities Trustee has agreed to act as a trustee under the Trust Deed for securing the interest of the Debt securities holders;

(ii)     ensure that the Trust Deed contains all terms and conditions specified in Schedule-I and required under the Trust Act, 1882 (II of 1882);

(iii)    ensure compliance with the provisions of the Trust Deed;

(iv)    put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business as Debt Securities Trustee and where any conflict of interest arises it shall take reasonable steps to resolve the same in an equitable manner;

(v)     ensure that in case of secured debt securities, appropriate security has been arranged and based on the information obtained from the issuer, the assets backing the debt security are maintained throughout the tenure of the Issue;

(vi)    enforce security, where necessary, in the interest of the debt securities holders according to the terms of the Trust Deed;

(vii)   efficiently do such acts as are necessary in the event the security becomes enforceable;

(viii)  regularly monitor compliance of the issuer with all the covenants of the Trust Deed and in case of listed debt securities, report the same on semi-annual basis to the concerned stock exchange and non-compliance, if any, of the covenants of the Trust Deed shall upon its occurrence and coming into its notice or knowledge be immediately reported to the concerned stock exchange and the Commission;

(ix)    monitor the status of the redemption reserve, if any, established by the issuer for the redemption of debt securities and furnish, on semi-annual basis an update on the same to the Commission and in case of listed debt securities to the concerned stock exchange as well;

(x)     regularly monitor payment of profits to the debt security holders and redemption of the debt security and inform the Commission and the concerned stock exchange, in case of listed debt securities of any default in payment of profit or redemption of debt securities;

(xi)    maintain proper record of the complaints received and a report on the number and nature of the complaints received and the manner in which such complaints have been redressed shall be provided to the Commission and in case of listed debt securities to the concerned stock exchange also, on annual basis;

(xii)   ascertain that the debt securities have been converted, where required, in accordance with the provisions and conditions under which they were issued;

(xiii)  inform the Commission immediately of any breach by the issuer of the Trust Deed or provision of the Ordinance or any other law applicable to the Issue which comes to its knowledge;

(xiv)  ensure that the Commission is promptly informed about any action, legal proceeding etc, initiated against it in respect of any material breach or non-compliance by it of any law, rules or regulations;

(xv)   file yearly report with the Commission within sixty days of the end of its financial year containing clause-wise status of the compliance with the provisions of this regulation;

(xvi)  comply with the code of conduct prescribed in Schedule II;

(xvii) call a meeting of all debt securities holders, within such time period as provided in the Trust Deed, on,—

                   (a)        a requisition in writing signed by at least one-tenth of the debt securities holders in value for the time being outstanding; and

                   (b)        the happening of any event, which pursuant to the Trust Deed constitutes a default by the issuer or which in the opinion of the Debt Securities Trustee adversely affects the interest of the debt securities holders.

(xviii)     not relinquish duties as Debt Securities Trustee to an Issue until another Debt Securities Trustee is appointed in its place;

(xix)  file its audited annual accounts with the Commission within thirty days of its issuance;

(xx)   submit any document or information as and when required by the Commission; and

(xxi)  provide, on request in writing, copy of certified Trust Deed to the debt security holders as and when required by them.

10.  Maintenance of books and records by Debt Securities Trustee.–(1) A Debt Securities Trustee shall properly maintain at least the following record in respect of each Issue:

(a)      all contracts relating to the Issue to which it is acting as a Debt Securities Trustee including but not limited to the Trust Deed, letter of hypothecation, memorandum of deposit of title deed and the charge registration certificate, where applicable etc;

(b)     statements relating to profit payment and principal redemption;

(c)      all documents relating to compliance with the covenants of the Trust Deed and enforcement of security, where applicable;

(d)     Debt Security holders complaints and subsequent correspondence; and

(e)      such other records as may be specified by the Commission from time to time.

(2)     The Debt Securities Trustee shall ensure that the record referred to in sub-regulation (1) is maintained and preserved in good order for a period of at least five years from the date of complete redemption of the Issue.

(3)     The Debt Securities Trustee shall,—

(a)      ensure that the record is kept at such a place and maintained in such a manner that the Commission or any person appointed by it has easy access to it; and

(b)     establish and follow record retention policies which shall ensure that all relevant legal and regulatory requirements are complied with.

11.     Appointment of Compliance Officer.—Every Debt Securities Trustee shall designate any of its officers as a compliance officer possessing relevant qualification and experience and certification as may be specified by the Commission. The Compliance Officer shall be responsible for,—

(a)     monitoring compliance with the terms of the Trust Deed;

(b)     redressal of investors' grievances and complaints; and

(c)      reporting to the Commission immediately if the Debt Securities Trustee ceases to maintain any of the requirements referred to in regulation 4 of these Regulations.

CHAPTER-IV 

DISCIPLINARY PROCEEDINGS

12.     Restrictions, Suspension of Registration.—(1) Where a Debt Securities Trustee contravenes or fails to comply with any provision of these Regulations or fails to fulfill its obligations under the Trust Deed or is not in compliance with conditions of registration or any directive, circular or order issued by the Commission, the Commission, after providing a reasonable opportunity of representation to the Debt Securities Trustee may:

(a)      impose a restriction on its activities as Debt Securities Trustee;

(b)     suspend its registration; and/or

(c)      impose a penalty provided under sub-section (2) of Section 506A of the Ordinance.

(2)     Notwithstanding anything contained in sub-regulation (1), where the Commission is satisfied that a delay in suspension of registration of the Debt Securities Trustee will be detrimental to the interest of investors or the public in general or the capital market, the Commission may immediately suspend the registration of the Debt Securities Trustee till the time an opportunity of hearing is provided to the Debt Securities Trustee and a final order is passed under sub-regulation (1):

Provided that where the Commission suspends the registration under sub-regulation (2), the opportunity of hearing and final order must be passed within sixty days of the order under sub-regulation (2).

(3)     A Debt Securities Trustee whose registration has been suspended shall not act as a Debt Securities Trustee for any new Issue during the period of suspension and remove the cause of suspension as specified in the suspension order within a period of one hundred and twenty days from the receipt of the suspension order or such earlier period as provided in the said order.

(4)     The Commission while suspending the registration of a Debt Securities Trustee may impose such conditions as it deems appropriate.

13.  Cancellation of Registration.—(1) The Commission, after providing a reasonable opportunity of representation to the Debt Securities Trustee, may cancel the registration of a Debt Securities Trustee if,—

(i)      in the opinion of the Commission the Debt Securities Trustee has been in violation of these Regulations or the Trust Deed or restriction imposed under sub-regulation (1) of Regulation 12;

(ii)     it is found guilty of fraud; or

(iii)    its registration has been suspended and the cause of suspension has not been removed within one hundred and twenty days from the receipt of the suspension order or such earlier period as provided through the order of suspension .

(2)  The registration of a Debt Securities Trustee shall stand automatically cancelled if such Debt Securities Trustee,—

(i)      is declared insolvent by a Court;

(ii)     is wound up by an order passed by a Court, or

(iii)    ceases to hold valid license/registration as a Schedule Bank, Development Finance Institution or Investment Finance Company.

(3)  Upon the cancellation of the registration, the Debt Securities Trustee shall with immediate effect cease to solicit or enter into further business as a Debt Securities Trustee and transfer all necessary record to another Debt Securities Trustee appointed by the issuer, within thirty days of its appointment and the appointment of the new Debt Securities Trustee, shall be immediately communicated to the Commission, Debt security holders and the stock exchanges concerned in case of listed debt securities.

14.     Dissemination of information regarding cancellation of registration.—The Issuer upon cancelation of registration of the Debt Security Trustee by the Commission shall immediately notify such cancelation for information of the stakeholders, through press release in at least two newspapers, one English and one Urdu language, having wide circulation in the country.

15.     Relaxation: Where the Commission is satisfied that it is not practicable to comply with any of the requirements of these regulations in a particular case or class of cases, the Commission may for reasons to be recorded, relax such requirement(s) subject to such condition(s) as it may deem fit.

FORM A

[see regulation 5(1)]

APPLICATION FOR GRANT OF CERTIFICATE OF REGISTRATION AS DEBT SECURITIES TRUSTEE

(Please carefully read the instructions annexed to this Form)

To,

The Securities and Exchange Commission of Pakistan

Pursuant to the decision of the Board of Directors of …. [Name of the applicant] …. taken in its meeting held on ……… [Date of Meeting] ……, we hereby apply for registration under Regulation 5(1) of the Debt Securities Trustee Regulations, 2012.

The information and documents mentioned in Annexure-I are attached herewith.

Date:_________________     Signature: _________________

Place: _______________

                                                Name of the Chief Executive Officer, the Company Secretary or the Chief Financial Officer duly authorized by the Board of Directors through a resolution for signing and submission of this application.

Annexure-I

(see Form A)

1.       General and business Information:

1.1     Brief history of the applicant containing the name of the applicant; date and place of its incorporation; date of commencement of business; length of experience as Debt Securities Trustee, if any; names of its sponsors/promoters/major shareholders; group structure, if any and status of the applicant whether Scheduled Bank, Development Finance Institution as notified by the State Bank of Pakistan, Investment Finance Company or other.

1.2     Address of the Registered Office of the applicant (postal address, postal code, telephone & fax numbers).

1.3     Name and designation of the compliance officer along with contact detail i.e. postal address, postal code, telephone number, fax number and e-mail address.

1.4     Detail of ongoing legal or regulatory proceedings, if any, initiated against the applicant or any of its directors, Chief Executive Officer, Chief Financial Officer or Company Secretary by the Commission or any other regulatory authority.

1.5     Detail of penal or regulatory action(s), if any, taken against the applicant during the last three years by the Commission or any other regulatory authority.

1.6     In case any associated company of the applicant is already registered under these Regulations, the following details shall be provided:

          (i)      Name of such associated company;

                   (ii)        Detail of warning notices, if any, issued to such associated company by the Commission during the last three years;

                   (iii)       Detail of ongoing legal proceedings, if any initialed against such associated company or any of its directors, Chief Executive Officer, Chief Financial Officer or Company Secretary, by the Commission; or any other regulatory authority; and

                   (iv)       Penal action, if any, taken against such associated company by the Commission during the last three years.

2.       Other Information:

2.1     Detail of pending disputes:

Nature of dispute relating to the Trusteeship business of the Applicant

Name of the party

Name & Place of Court / Tribunal where dispute is pending

Amount Involved

Date of last hearing

Decision taken in the last hearing

 

 

 

 

 

 

2.2     List of financial or criminal offenses which have been alleged against the applicant or any of its sponsors, directors or employees during the last three years.

2.3     Procedures for redressal of complaints, if any, lodged by the Debt securities holders.

2.4     Any other information considered relevant to the business of the applicant as Debt Securities Trustee.

2.5     Any significant awards or recognition.

3.       List of documents to be provided along with application:

3.1     copy of Memorandum & Articles of Association of the applicant, certificate of incorporation and certificate of commencement of business

3.2     copy of Form 3, 27, 28 and 29 of the applicant duly certified from the Company Registration Office (CRO) concerned,

3.3     audited accounts of the applicant for the last three years and latest half yearly and quarterly accounts.

3.4     profile of Chief Executive Officer, Chief Financial Officer, Company Secretary, Compliance Officer and Directors, of the applicant [Name, Qualification, Experience and Date of Appointment, Directorship in other companies and Date of Appointment as director in such other companies).

3.5     date wise breakup of Issues, if any, in which the applicant acted as Debt Securities Trustee during the last three years. The statement should also contain size of each Issue.

3.6     list of Issues, if any, in which the applicant has enforced security or taken any other remedial action for safeguarding the interest of its debt securities holders.

3.7     an Affidavit as specified in Annexure-II signed by the Chief Executive or any director of the applicant authorized by the Board of Directors to do so through resolution passed in its meeting.

3.8     confirmation that the quantum of minimum capital or equity, as the case may be, required under the respective statute is maintained.

3.9     any other information/document as required by the Commission.

*Instructions:

(i)      The applicant must submit application for registration under regulation 5 on this form duly filled in and signed, together with supporting documents to the Commission.

(ii)     All columns of the application form should be filled in. In case a column is not relevant or not applicable, the same should also be filled in as "Not Applicable" or "Not Relevant".

(iii)    Information, which needs to be supplied in more details may be provided on separate sheet(s) and attached to the application.

Annexure-II

(See clause 3.7 of Annexure-I)

AFFIDAVIT

(On Stamp Paper of appropriate value)

I, _____________ son/daughter/wife of _____________ adult, resident of _______________ and holding CNIC/Passport No. _________ affirmation as under:–

1.       That I am the chief executive/director of ………. name of the applicant)…. and as such I am well conversant with the facts deposed to below.

2.       That the statements made and the information and documents provided along with the application for registration as a Debt Securities Trustee under the Debt Securities Trustee Regulations, 2012 are correct and there are no facts which have been concealed.

3.       That the Securities Exchange Commission of Pakistan (the Commission) will be notified of any change in the information provided to it along with the application for registration under regulation 5 of the Debt Securities Trustee Regulations, 2012 during the period the applications for registration is being considered and after the grant of registration.

4.       That all the documents provided to the Commission are true copies of the originals.

That I do hereby verify that the statements made above are correct to the best of my knowledge and belief and nothing has been concealed therein.

DEPONENT

Signature. _____________

The Deponent is identified by me.

Signature. ____________

ADVOCATE

(Name & Seal)

Solemnly affirmed before me on this _____ day of ______ at ___________ by the Deponent above named who is identified to me by _______________, Advocate.

Signature ____________

OATH COMMISSIONER 

FOR TAKING AFFIDAVIT

(Name & Seal)

FORM B

[see Regulation 6(2)]

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

CERTIFICATE OF REGISTRATION TO ACT AS DEBT SECURITIES TRUSTEE

Islamabad, the …….. (date)…………

Registration No ……………………..

1.       The Securities and Exchange Commission of Pakistan having considered the application for registration as a Debt Securities Trustee under Regulation 5(1) of the Debt Securities Trustee Regulations, 2012 (the Regulations) by ……… [Name of the applicant) …………. and being satisfied that the said ………. [Name of the applicant) ……… is eligible for registration and that it would be in the interest of the securities market so to do hereby grants Certificate of Registration, in exercise of the powers conferred under regulation 6(2) of the Regulations to …. [Name of the applicant)…. as a Debt Securities Trustee to carry out the activities as specified in the Regulations subject to the condition that …. [Name of the applicant]…. shall comply with all the provisions of the Regulations and to any other condition that may be imposed hereafter.

2.  Unless cancelled or suspended this certificate of registration is valid for a period of three years from the date of its issuance or the existence of ……. [Name of the applicant) ………. whichever is earlier provided that it remains eligible under the Regulations for registration as a Debt Securities Trustee.

For and on behalf of the 

Securities and Exchange Commission of Pakistan 

Authorized Signatory

FORM C

[see Regulation 7(1)]

APPLICATION FOR GRANT OF RENEWAL OF CERTIFICATE OF REGISTRATION AS DEBT SECURITIES TRUSTEE

(Please carefully read the instructions annexed to this Form)

To,

The Securities and Exchange Commission of Pakistan

Pursuant to the decision of the Board of Directors of …. [Name of the applicant] …… taken in its meeting held on …… [Date of Meeting]………., we whereby apply for renewal of registration as Debt Securities, Trustee under Regulation 7(1) of the Debt Securities Trustee Regulations, 2012. The information and documents mentioned in Annexure-III are attached herewith.

Date: __________________              Signature:_________________

Place: _________________

                                                Name of the Chief Executive Officer, the Company Secretary or the Chief Financial Officer duly authorized by the BoD through a resolution for signing and submission of this application..

Annexure-III

(see Form C)

The following details shall be provided by a Debt Securities Trustee along with the relevant supporting documents:—

1.       Detail of non-compliance, if any, by the Debt Securities Trustee with any provision of the Debt Securities Trustee Regulations, 2012 and reasons thereof.

2.       Detail of non-compliance, if any by the Debt Securities Trustee with any provision of any Trust Deed to which it is a party and reasons thereof.

3.       Detail of the Issue(s) of securities for which the Debt Securities Trustee remained engaged during the last one year.

4.       Detail of legal proceedings initiated against the Debt Securities Trustee and penal actions taken against it by the Securities and Exchange Commission of Pakistan or any other regulatory authority during the last one year.

5.       Detail of changes, if any, in the status of the Debt Securities Trustee.

6.       Detail of complaints relating to the Issue of Debt Securities received in the capacity as Debt Securities Trustee during the last one year and their status.

7.       Detail of default, or delay in profit payment or redemption, if any, by the issuers including the following:

                   (a)        the action taken by the Debt Securities Trustee to safeguard the interest of debt securities holders;

          (b)     mode of enforcement of security, if any; and

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