What do you mean by Disinvestment? What is the time limit within which the public announcement is to be made in case of disinvestment ? What are the automatic exemptions under SEBI Takeover Regulations, 2011 for disinves

CS Executive · Securities Laws and Capital Markets · PYQS · June 2023
What do you mean by Disinvestment? What is the time limit within which the public announcement is to be made in case of disinvestment ? What are the automatic exemptions under SEBI Takeover Regulations, 2011 for disinvestment ?

Answer & Explanation:

1. Meaning of Disinvestment: Disinvestment means the direct or indirect sale by the Central Government or any State Government or by a government company, as the case may be, of shares or voting rights in, or control over, a target company, which is a public sector undertaking. 2. Time Limit for Public Announcement in case of Disinvestment: As per the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, pursuant to disinvestment, the public announcement has to be made on the same day as the date of executing the agreement for acquisition of shares or voting rights in or control over the target company. 3. Automatic Exemptions under SEBI Takeover Regulations, 2011 for Disinvestment: Regulations 8 and 10 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, contain exemptions in relation to disinvestment: A. Regulation 8: Exemption from Offer Price Calculation Requirements Regulation 8 states that: The requirements of calculation of offer price determined as per clause 8(2)(d) in case of direct acquisition of shares or voting rights shall not apply in the case of disinvestment of a public sector undertaking by the Central Government or a State Government, as the case may be. This shall apply only in case of a change in control in the public sector undertaking. The requirements of calculation of offer price determined as per clause 8(3)(e) in case of indirect acquisition of shares or voting rights shall not apply in the case of disinvestment of a public sector undertaking by the Central Government or a State Government. This shall apply only in case of a change in control in the public sector undertaking. B. Regulation 10: Exemption for Acquisitions at Subsequent Stages Regulation 10 states that acquisitions at subsequent stages, by an acquirer who has made a public announcement of an open offer for acquiring shares pursuant to an agreement of disinvestment, as contemplated in such agreement, will be exempt from the obligation to make an open offer under Regulation 3 and Regulation 4, subject to the following conditions: Both the acquirer and the seller are the same at all the stages of acquisition; and Full disclosures of all the subsequent stages of acquisition, if any, have been made in the public announcement of the open offer and in the letter of offer.

Topics: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

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