Explain the major amendments introduced in SEBI (Substantial Acquisition of Shares Takeovers) Regulations, 2011 notified on September 21, 2011.
CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · June 2019
Explain the major amendments introduced in SEBI (Substantial Acquisition of Shares Takeovers) Regulations, 2011 notified on September 21, 2011.
Answer & Explanation:
The major changes/ amendments introduced vide the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 notified on 23rd September, 2011 were as under: increase in trigger limit for open offer from 15% to 25%. increase in statutory open offer size from 20% of share capital to 26% of total share capital of the company. overhaul of exemptions from open offer. Exemptions have been further categorized into the following broad heads: transactions, which trigger a statutory open offer due to substantial acquisition of shares/ voting rights, or due to change in control. transactions which trigger a statutory open offer due to acquisition of shares/ voting rights exceeding prescribed thresholds, provided that there is no change in control. Offer pricing: These regulations brought in the concept of Volume Weighted Average Market Price. Creeping acquisition: These regulations provided that an acquirer could make a creeping acquisition of 5% annually (between April 1 to March 31 of next year) to reach 75% stake such that the minimum public shareholding of 25% is maintained. The manner of computation of the 5% creeping acquisition limit has also been clarified. Non-compete fee: The provision of payment of non-compete was done away with. Recommendation of independent directors on the open offer to be published in the newspapers in which the detailed public statement was given. The Regulations, further sought to include the various SAT judgments, informal guidance given and the experience gained from implementing the Takeover Regulations since 1994. They further sought to align itself with the Takeover Regulations as they exist in the rest of the world.
Topics: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
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