Securities and Exchange Board of India (SEBI) issued the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024, effective upon publication in the Official Gazette. Key amendments to the 2018 regulations include changes in disclosure norms, entitlement calculations, and the record date definition. Specifically, terms like “sets out a lower amount” were replaced with “is lower” for clarity in financial assessments. A new proviso mandates excluding shares of promoters opting out of the buy-back from entitlement calculations. The “record date” has been redefined as the “date of public announcement,” and disclosure requirements for subsisting obligations, including their impact, must be included in public announcements. Amendments to schedules II, III, and IV introduce additional content requirements, such as detailing entitlement ratios, Registrar and Share Transfer Agent web links, and impacts of subsisting obligations on cover pages of offer letters. The updates aim to enhance transparency and ensure stakeholders are informed of material changes and entitlements. These changes follow earlier amendments to the regulations issued between 2019 and 2024, reflecting SEBI’s ongoing efforts to refine buy-back procedures and regulatory frameworks. The notification was issued by SEBI Executive Director Babitha Rayudu on November 20, 2024.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 20th November, 2024
SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) (SECOND AMENDMENT) REGULATIONS, 2024
No. SEBI/LAD-NRO/GN/2024/210.—In exercise of the powers conferred by sub-sections (1) and (2) of section 11 and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with clause (f) of sub-section (2) of section 68 of the Companies Act, 2013 (18 of 2013), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, namely:-
1. These regulations may be called the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, –
I. in regulation 4, –
i. in sub-regulation (ii), –
1. in clause (a), the words “sets out a lower amount” appearing after the words and symbol “statements of the company, whichever” and before the symbol “:”, shall be substituted by the words “is lower”;
2. in clause (b), the words “sets out a lower amount” appearing after the words and symbol “statements of the company, whichever” and before the words and symbol “, after excluding financial statements”, shall be substituted by the words “is lower”;
ii. in sub-regulation (iv), in clause (a), –
1. the symbol “;” appearing after the words “tender offer” shall be substituted by the symbol “:”;
2. after the existing clause, the following new proviso shall be inserted, namely,-
“Provided that in case any member of the promoter / promoter group has declared its intention to not participate in the buy-back, the shares held by such member of the promoter / promoter group shall not be considered for computing the entitlement ratio.”
II. in regulation 17, in sub-regulation (ii), the words “record date” shall be substituted by the words “date of public announcement”;
III. in regulation 24, in sub-regulation (i), in clause (b),
i. after the words “made under these regulations” and before the symbol “;”, the symbol and words “, except in discharge of subsisting obligations through conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity shares” shall be inserted;
ii. the symbol “;” shall be substituted with the symbol “:”;
iii. after the existing clause, the following new proviso shall be inserted, namely,-
“Provided that the relevant details and the potential impact of such subsisting obligations, if any, shall be disclosed in the public announcement.”
IV. in Schedule II, in the table, in the column titled “content”, after item (ii), the following new item shall be inserted, namely,-
“(iii) Disclosures of the relevant details and the potential impact of subsisting obligations, if any, shall be made.”
V. in Schedule III, in the table, in the column titled “content”, after item (iii) of the existing paragraph, the following new paragraph shall be inserted, namely,-
“Further, the cover page of the Letter of Offer should explicitly cover following details-
i. the entitlement ratio for small and general shareholders;
ii. web-link to website of the Registrar and Share Transfer Agent for shareholders to check their entitlement under the buyback.”
VI. in Schedule IV, in the table, in the column titled “content”, in the existing item (iii),-
i. in sub-item (xvii), the symbol “.” appearing after the words “time to time” shall be substituted with the symbol “;”;
ii. after sub-item (xvii), the following new sub-item shall be inserted, namely,-
“(xviii) The relevant details and the potential impact of subsisting obligations, if any.”
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./699/2024-25]
Footnotes:
1. The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 were published in the Gazette of India on September 11, 2018 vide notification No. SEBI/LAD-NRO/GN/2018/32.
2. The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 were subsequently amended on:
a. July 29, 2019 by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2019 vide No. SEBI/LAD-NRO/GN/2019/26.
b. September 19, 2019 by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2019 vide No. SEBI/LAD-NRD/GN/2019/33.
c. August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30.
d. February 7, 2023 by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/120.
e. May 17, 2024 by the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/180.
