- Ankit Mehra
- | SEBI - Articles
- 29 Sep 2020
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The following are the Disclosures under Regulation 10(5), 10(6) and 10(7) – Intimation/reporting to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and Regulation 7 (2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 Regulations
1. Under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:
| Steps | Particulars | Relevant Provisions | Timelines |
| 1. | The acquirer shall intimate the details of the proposed acquisition made to stock exchange where the shares are listed | Reg 10(5) of SAST Regulations | At least four working days prior to the proposed acquisition. |
| 2. | The acquirer after acquisition shall disclose his aggregate shareholding:
a. to the stock exchange where the shares are listed; and b. to the target company at its registered office. |
Reg 29(2) (in case, the acquirer is already holding 5 % or more shares or voting rights in the target Company) | Within two working days of the acquisition of shares in OT. |
| 3. | The Seller shall disclose the details of his disposal of shares in OT:
a. to the stock exchange where the shares are listed; and b. to the target company at its registered office. |
Reg 29(2) of SAST Regulations | Within two working days of the disposal of shares in the target Company. |
| 5. | The acquirer shall file a report with the stock exchange where the shares are listed in respect of the acquisition made under Regulation 10(1)(a) of SAST Regulations | Reg 10(6) of SAST Regulations | Not later than four working days from the date of acquisition. |
| 6 | The acquirer shall submit a report with supporting documents to the Board giving all details in respect of acquisitions, along with a non-refundable fee of Rs. 150,000 (Rupees One Lakh Fifty Thousand) by way of direct credit in the bank account through NEFT/RTGS/IMPS or by way of a banker’s cheque or demand draft payable in Mumbai in favour of the Securities and Exchange Board of India. | Reg 10(7) of SAST Regulations | Within twenty-one working days of the date of acquisition. |
2. Under SEBI (Prohibition of Insider Trading) Regulations, 2015 Regulations:
| Steps | Particulars | Relevant Provisions | Timelines |
| 1. | The acquirer shall also disclose the number of such securities acquired, to the company | Reg 7(2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015. | Within two trading days of such transaction. |
| 2 | The Seller shall also disclose the number of such securities disposed of, to the Company. | Reg 7(2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015. | Within two trading days of such transaction. |
| 3. | The Company shall notify the particulars of such trading of both the acquirer as well as seller, to BSE | Reg 7(2)(b) of SEBI (Prohibition of Insider Trading) Regulations, 2015. | Within two trading days of receipt of the disclosure from the acquirer & seller or from becoming aware of such information. |
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Name: Ankit Mehra
Qualification: CS
Company: Octaware Technologies Limited
Location: Mumbai, Maharashtra, IN
Member Since: 31 Dec 2019 | Total Posts: 3
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Pertaining to the Regulation 10(7) of SEBI Takeover Code, 2011, if the inter se promoter transfer (“transaction”) is carried out in more than one tranches on separate dates. In such a case, an acquirer needs to file a separate report for each tranche with the prescribed fees of INR 150,000 or one consolidated report can be submitted within 21 days of the last tranche mentioning details of transfer/ tranches of a single transaction.?