CIRCULAR NO.  CIR/CFD/DCR/ 2/2012 – Dated- February 9, 2012

To

All Merchant Bankers

Dear Sir/Madam,

Sub: Guidelines in respect of the disclosures to be made in the Letter of offer in respect of Buy-back of securities in terms of SEBI (Buy-back of Securities) Regulations, 1998 and Format of Standard letter of offer.

1. SEBI (Buyback of Securities) Regulations, 1998 (“the Regulations”) were amended vide notification dated February 07, 2012 with an objective of aligning the regulatory provisions with the principle of equitable treatment to all shareholders and enhancing the efficiency in the Buyback process.

2. The amendments to the regulation necessitate certain changes in the format of standard letter of offer issued vide SEBI circular (MIRSD/DPS-2/MB/Cir-02/8859/04) dated May 07, 2004. The revised format of standard letter of offer is given at Annexure-A.

3. This circular shall come into force with immediate effect.

4. This circular is in supersession of the previous circular no. MIRSD/DPS-2/MB/Cir-02/8859/04 dated May 07, 2004 issued to Merchant Bankers registered with SEBI.

5. This circular is issued in exercise of the powers conferred under Section 11 (1) of the

Securities and Exchange Board of India Act, 1992 read with regulation 26 of the SEBI (Buy-Back of Securities) Regulations, 1998 as amended.

6. All Merchant Bankers are advised to ensure compliance with this circular.

7. This circular is available on SEBI website at www.sebi.gov.in under the category “Legal Framework”.

Yours faithfully,

Anindya K Das

Deputy General Manager

+91-22-26449616

anindyakd@sebi.gov.in

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