Amendment to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations, 2011)

The SEBI Board took note of the concerns raised during the implementation of Takeover Regulations, 2011 and approved the following:

1. Relevant date for making Public Announcement and determination of offer price in cases of combined modes of acquisition shall be the earliest date on which obligations are triggered. This will, however, not be applicable if the subsequent trigger is on account of willful and deliberate act on the part of the acquirer.
2. Relevant date for making Public Announcement and determination of offer price in cases of preferential allotment shall be the date of board resolution authorizing the preferential allotment instead of the date on which special resolution is passed under Section 81(1A) of the Companies Act, 1956.
3. Aligning disclosure requirements under Takeover Regulations with SEBI (Prohibition of Insider Trading) Regulations, 1992
4. Clarification on reckoning the period of ninety days in case of increase of voting rights due to buyback by target company - In such a case, the period of ninety days will be reckoned from the date of closure of the buyback offer.
5. Norms for completion of market purchase of shares made during the offer period - It has been decided that market purchases made during the open offer period can be completed during the open offer period subject to such shares being kept in an escrow account. Further, these shares can be transferred from the escrow account to the name of the acquirer after the expiry of 21 working days from the date of the detailed public statement, provided the acquirer deposits 100 percent of the consideration payable in cash in the escrow account.