Guidelines in respect of the disclosures to be made in the Letter of offer in respect of Buy-back of securities
Summary
This circular amends the SEBI Buy-back Regulations to align with equitable treatment principles and mandates a revised format for the standard letter of offer. It requires merchant bankers to ensure disclosures are clear, accurate, and submitted via a due diligence certificate. The document outlines specific structural and content requirements for the cover page and general guidelines of the offer letter. This section outlines the mandatory contents of a Letter of Offer for a buy-back, including details of managers and registrars. It specifies the required table of contents and elaborates on specific disclosures such as schedules, definitions, and disclaimers. The text further mandates detailed information regarding the buy-back's authority, necessity, financial impact, and pricing basis. This section details the disclosure requirements for sources of funds, escrow account specifics, and capital structure changes. It mandates comprehensive company information, including financial data, stock market performance, and statutory approvals. Finally, it outlines the procedural methodology and collection center details for executing the buy-back offer. This section outlines the procedure
Text
SEBI (Buyback of Securities) Regulations, 1998 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.
This circular shall come into force with immediate effect.
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.
All Merchant Bankers are advised to ensure compliance with this circular.
The purpose of this standard letter of offer for Buy Back of equity... is to provide the requisite information about the company so as to enable the shareholders to make an informed decision of either remaining the shareholders of the company or to exit from the company.
Care shall be taken by the Merchant Banker to ensure that the Letter of Offer may not be technical in legal or financial jargons and it shall be presented in simple, clear, concise and easily understandable language.
The merchant banker shall ensure that the disclosures made in the letter of offer are not presented in an incomplete, inaccurate or misleading manner and are made in accordance with the Regulations.
All the financial data shall be in terms of Rupees Lacs unless required otherwise... When financial data pertains to an overseas entity, the rupee equivalent shall be disclosed in terms of Rs. Lacs and the basis of conversion shall be also disclosed.
Information contained in Letter of Offer shall be as on the date of the Public Announcement (PA).
The letter of offer along with the tender form shall be dispatched to the security holders who are eligible to participate in the buyback offer, not later than five working days from the receipt of communication of comments from the Board.
The date of the opening of the offer shall be not later than five working days from the date of dispatch of letter of offer.
The offer for buy back shall remain open for a period of ten working days.
You have read the preview. Create a free account to read the full document and see every order that applied it.
Free accounts include 10 searches/day with full text access.
Source: SecMarx — Guidelines in respect of the disclosures to be made in the Letter of offer in respect of Buy-back of securities. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.