SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 – [SEBI (SAST) Regulations 2011]

1. Regulation 12(1)

Before PA, acquirer shall appoint a Merchant Banker, who is not associate of the acquirer, as manager to open offer.

2. Regulation 12(2)

The Acquirer through such manger to open offer shall made the PA of open offer to acquire shares to the Target company.

Timeline to Make PA under the SEBI (SAST) Regulation 2011

3. Regulation 13(1)

The PA referred to in Reg 3 & 4 shall be made in accordance with regulation 14 and regulation 15.

The PA shall be made on the date of agreeing to acquired shares, voting rights, or control over the target company

4. Regulation 13(2)

Such PA-

A. In case of Mkt purchases, shall be made before to placement of the purchase order with the stock broker due to that purchase it take the entitlement to voting rights beyond the stipulated threshold.

B. case of convertible securities, where an acquirer acquiring shares or voting rights in or control over the target company upon convertible securities without a fixed date of conversion or upon conversion of depository receipts for the underlying shares of the target company shall be made on the day as on the date of exercise of the option to convert such securities into shares of the target company.

C. Where acquirer acquiring shares, voting rights or control over the target company upon conversion of convertible securities with a fix date of conversion shall be made on the 2nd working day preceding the schedule date of conversion of such securities into shares of the target company;

D. In case of disinvestment shall be made on the same day as the date of executing the agreement for acquisition of shares or voting in or control over the target company.

E. In case of Indirect acquisition, where the parameter under regulation 5(2) are not met, PA shall be made at any time within 4 working days from the earlier of-

i. The date on which the primary acquisition is contracted, and

ii. The date on which the intention or decision to make the primary acquisition is announced in the public domain.

F. In case of Indirect acquisition, where the parameter under regulation 5(2) are met, PA shall be made on the earlier of-

i. The date on which the primary acquisition is contracted, and

ii. The date on which the intention or decision to make the primary acquisition is announced in the public domain.

G. In case of preferential issue, where the acquirer acquiring shares, voting rights, control over the target, the PA shall be made on the date on which the board of directors of target company authorize such preferential issue.

H. The PA due to increase in voting right consequential to a buy-back not qualifying for exemption under regulation 10 shall be made not later than 19th day from the date of closure of the buy-back offer by the target company.

I. The PA  pursuant to any acquisition of shares or voting right in or control over the target company where the specific date on which title to such shares, voting right or control of the acquirer, shall be made not later than 2 working days from the date of receipt of intimation of having acquired such titled.

5. Regulation 13(3)

In case of voluntary acquisition, the PA shall be made on the same date on which the acquirer takes the decisions to voluntarily make a PA of an open offer for acquiring shares of target company.

6. Regulation 13(4)

A Detailed public statement shall be published by the acquirer through the manager to the open offer in accordance with reg. 14 & 15 , not more than 5 days from the date of PA.

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