SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 impose an obligation on the acquirer together with person acting in concert to make public announcement of an open offer in the event of their becom

As per Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 following acquisitions shall be exempt from the obligation to make open offer under regulation 3 and regulation 4 subject to the fulfilment of the conditions stipulated therefore, - a) Acquisition pursuant to Inter-se transfer of shares amongst qualifying persons, being- Immediate relatives Persons named as promoters in the share holding pattern filed by the target company in terms of the listing agreement or these regulations for nor less than three years prior to the proposed acquisition; A company, its subsidiaries, its holding company, other subsidiaries of such holding company, persons holding not less than fifty percent of the equity shares of such company, other companies in which such persons holding not less than fifty percent of the equity shares, and their subsidiaries subject to control over such qualifying persons being exclusively held by the same persons. persons acting in concert for not less than three years prior to the proposed acquisition, and disclosed a such pursuant to the requirement under the listing regulations or as the case may be, the listing agreement. Shareholders of a target company who have been persons acting in concert for a period of not less than three years prior to the proposed acquisition and are disclosed as such pursuant to the requirement under the listing regulations or as the case may be, the listing agreement, and any company in which the entire equity shares is owned by such shareholders in the same proportion as their holdings in the target company without any differential entitlement. Provided that for purposes of availing of the exemption under this clause, — a) if the shares, of the target company are frequently traded, the acquisition price per share shall not be higher by more than twenty-five per cent of the volume-weighted average market price for a period of sixty trading days preceding the date of issuance of notice for the proposed inter se transfer under sub regulation (5), as traded on the Stock exchange where the maximum volume of trading in the shares of the target company are recorded during such period, and if the shares of the target company are infrequently traded, the acquisition price shall not be higher by more than twenty-five per cent of the price determined in terms of clause (e) of sub-regulation (2) of regulation 8: and b) the transferor and the transferee shall have complied with applicable disclosure requirements set out in Chapter V.