Disclosures or Intimation required under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
This article deals with all the disclosures or intimations or publications or announcements required under SEBI (SAST) Regulations, 2011
1. Pre-intimation under Regulation 10 for availing General exemptions
In respect of acquisitions under clause (a) of sub-regulation (1), and clauses (e) and (f) of sub-regulation (4), the acquirer shall intimate the stock exchanges where the shares of the target company are listed, the details of the proposed acquisition in such form as may be specified, at least four working days prior to the proposed acquisition, and the stock exchange shall forthwith disseminate such information to the public.
2. Post-intimation under Regulation 10 by availing General exemptions
In respect of any acquisition made pursuant to exemption provided for under regulation 10, the acquirer shall file a report with the stock exchanges where the shares of the target company are listed, in such form as may be specified not later than four working days from the acquisition, and the stock exchange shall forthwith disseminate such information to the public.
3. Publication of public announcement under Regulation 14
The public announcement shall be sent to all the stock exchanges on which the shares of the target company are listed, and the stock exchanges shall forthwith disseminate such information to the public.
A copy of the public announcement shall be sent to the Board and to the target company at its registered office within one working day of the date of the public announcement.
Publication of such detailed public statement in the newspapers, a copy of the same shall be sent to all the stock exchanges on which the shares of the target company are listed,
4. Revision of the open offer (Regulation 18)
In the event of any revision of the open offer, the acquirer shall, simultaneously with the issue of such an announcement, inform the Board, all the stock exchanges on which the shares of the target company are listed, and the target company at its registered office.
5. Disclose during the offer period (Regulation 18)
The acquirer shall disclose during the offer period every acquisition made by the acquirer or persons acting in concert with him of any shares of the target company in such form as may be specified, to each of the stock exchanges on which the shares of the target company are listed and to the target company at its registered office within twenty-four hours of such acquisition, and the stock exchanges shall forthwith disseminate such information to the public:
6. Advertisement before the commencement of the tendering period
The acquirer shall issue an advertisement in such form as may be specified, one working day before the commencement of the tendering period, announcing the schedule of activities for the open offer, the status of statutory and other approvals, if any, whether for the acquisition attracting the obligation to make an open offer under these regulations or for the open offer, unfulfilled conditions, if any, and their status, the procedure for tendering acceptances and such other material detail as may be specified:
Such advertisement shall be,—
(a) published in all the newspapers in which the detailed public statement pursuant to the public announcement was made; and
(b) simultaneously sent to the Board, all the stock exchanges on which the shares of the target company are listed, and the target company at its registered office.
7. Post offer advertisement
The acquirer shall issue a post offer advertisement in such form as may be specified within five working days after the offer period, giving details including aggregate number of shares tendered, accepted, date of payment of consideration.
Such advertisement shall be,—
Published in all the newspapers in which the detailed public statement pursuant to the public announcement was made; and
Simultaneously sent to the Board, all the stock exchanges on which the shares of the target company are listed, and the target company at its registered office.
8. Announcement of withdrawal of open offer
In the event of withdrawal of the open offer, the acquirer shall through the manager to the open offer, within two working days,—
- make an announcement in the same newspapers in which the public announcement of the open offer was published, providing the grounds and reasons for withdrawal of the open offer; and
- simultaneously with the announcement, inform in writing to,—
- the Board;
- all the stock exchanges on which the shares of the target company are listed, and the stock exchanges shall forthwith disseminate such information to the public; and
- the target company at its registered office.
9. Disclosure of acquisition and disposal (event based disclosures) (Regulation 29)
| Sl. No | Particulars | Disclosure to be intimated by | Disclosure intimate to | Time Limit |
| 1 | Regulation 29 (1)
Acquirer together with Persons Acting In Concert (PAC) acquires which taken together with shares or voting rights, if any, already held by him and PAC, aggregating to 5% or more in aggregate of the shares or voting rights of the target company (together with the existing shares or voting rights held by them) |
Acquirer/ PAC | i. Stock Exchange(s) wherever shares are listed
ii. Target Company at its Registered Office |
Within 2 working days of the receipt of intimation of allotment of shares or disposal or acquisition of shares or voting rights. |
| 2 | Regulation 29 (2) Any acquirer, who together with PAC with him, holds shares or voting rights entitling them to 5% or more of the shares or voting rights in a target company, shall disclose the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below five per cent, if there has been change in such holdings from the last disclosure made under sub-regulation (1) or under this sub-regulation; and such change exceeds two per cent of total shareholding or voting rights in the target company | Acquirer/ PAC | i. Stock Exchange(s) wherever shares are listed
ii. Target Company at its Registered Office |
Within 2 working days of the receipt of intimation of allotment of shares or disposal or acquisition of shares or voting rights. |
10. Continual Disclosures (Regulation 30)
| Sl. No | Particulars | Disclosure to be intimated by | Disclosure intimate to | Time Limit |
| 1 | Regulation 30(1) Every Person together with PAC holds shares or voting rights aggregating to 25% or more of the voting rights in a target company | Every Person together with PAC as on March 31st of every year | i. Stock Exchange(s) wherever shares are listed
ii. Target Company at its registered office |
Within 7 working days from the end of each financial year |
| 2 | Regulation 30 (2)
The Promoter together with PAC holding shares or voting rights in a target company shall disclose their aggregate shareholding. |
Promoter together with PAC | i. Stock Exchange(s) wherever shares are listed
ii. Target Company at its registered office |
Within 7 working days from the end of each financial year |
11. Disclosure of shares encumbered/pledged/lien etc (Regulation 31)
| Sl.No | Particulars | Disclosure to be intimated by | Disclosure intimate to | Time Limit |
| 1 | The Promoter shall disclose details of shares in such target company encumbered by him or by PAC’s with him in such form as may be specified. | Promoter | i. Stock Exchange(s) wherever shares are listed
ii. Target Company at its registered office |
Within 7 working days from the creation of encumbrance |
| 2 | A Promoter shall disclose details of invocation of such encumbrance or release of such encumbrance of shares in such form as may be specified. | Promoter | i. Stock Exchange(s) wherever shares are listed
ii. Target Company at its registered office |
Within 7 working days from the invocation or release of encumbrance as the case may be |
The disclosures under Takeover Regulation shall be of the aggregated shareholding and voting rights of the acquirer or promoter of the target company or every person acting in concert with him.
The acquisition and holding of any convertible security shall also be regarded as shares, and disclosures of such acquisitions and holdings shall be made accordingly.
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Disclaimer:-(Author Name- CS Prashant Kumar Jain).The entire contents of this document have been prepared on the basis of relevant regulations of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. However, you may simultaneously refer SEBI SAST 2011 and relevant circular and notifications issued by SEBI for better understanding of this write up. The observations of the writer are personal view and the writer do not take any responsibility of the same and this cannot be quoted before any authority without the written consent of the writer.
Author Bio
I have two queries on disclosure
1.whether pursuant to buyback promoter(s) holding extends 25% ,then whether disclosure under reg.29 is required ?
2.PIT regulations specify all mode of acquisition,then whether buy back is also include in it ? or its exempted from continual disclosure requirement ?