Master Circular for Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Summary
This section introduces the Master Circular for the SEBI Takeover Regulations, consolidating previous circulars into a single document. It rescinds specific prior directions while ensuring that actions taken under those rescinded circulars remain valid under the corresponding provisions of this Master Circular. The text also lists the contents and abbreviations relevant to the regulations. Chapter 2 specifies the formats for various disclosures and reports required under the Takeover Regulations, which are listed in Annexure-II. Chapter 3 introduces System Driven Disclosures (SDD) to automate filing processes for listed companies, detailing the roles of depositories and stock exchanges. Chapter 4 outlines the procedure for tendering shares and settlement through stock exchange mechanisms, including rules for acquisition windows and order placement. This section outlines the operational procedures for intra-depository and inter-depository tender offers, including lien marking, blocking, and settlement mechanics. It details the finalization of acceptance basis by merchant bankers and the execution of trades with funds settled through clearing corporations. Additionally, it mandates o
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In order to enable the stakeholders to have access to the provisions of the applicable circulars at one place, Master Circular for Takeover Regulations has been prepared.
With the issuance of this Master Circular, the directions/instructions contained in the circulars listed out in Annexure-V to this Master Circular... shall stand rescinded.
Notwithstanding such rescission, anything done or any action taken or purported to have been done or taken including any enquiry or investigation commenced or show cause notice issued in respect of the circulars specified in Annexure-V, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular.
This circular is available on the website of the Securities and Exchange Board of India at www.sebi.gov.in.
Takeover Regulations provides acquirer to make an open offer to the public shareholders in case there is substantial acquisition of shares or voting rights, directly or indirectly, or when there is change in control of a target company.
In such cases, it is essential that fair and accurate disclosures of all material information is made by persons responsible to shareholders of a target company to enable them to take informed decisions.
Accordingly, Takeover Regulations mandates following documents to be filed by an acquirer through manager to an open offer for necessary information to the shareholders- i. Public Announcement... ii. Detailed Public Statement... iii. Letter of Offer... iv. Pre-offer announcement... v. Post-offer announcement... vi. Recommendation... vii. Post-offer report...
In this regard, the updated formats for the aforementioned activities have been specified and listed in Annexure-I of this master circular.
Disclosures are fairly critical and important component of the legal regime governing substantial acquisition of shares and takeovers.
The intent behind the disclosures is to ensure that investing public is not deprived of vital information.
Takeover Regulations have specified the following reports / disclosures to be filed under various provisions contained therein-
In this regard, the updated formats for the aforementioned disclosure requirements have been specified and listed in Annexure-II of this master circular.
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Source: SecMarx — Master Circular for Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.