As a Company Secretary, the Board of Directors of XYZ Ltd. seeks your advice on the automatic exemptions from making an open offer, as contained in the applicable SEBI Regulations. List any 8 circumstances under which su

Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 list out various circumstances under which exemption from the obligation to make an open offer under Regulation 3 and 4. Regulation 3 prescribes open offer thresholds while Regulation 4 prescribes public announcement. The following are some of the circumstances where such exemption can be availed: Acquisition pursuant to inter se transfer of shares amongst qualifying persons such as immediate relatives, promoters. Acquisition in the ordinary course of business by an underwriter by way of allotment pursuant to an underwriting agreement. Acquisition in the ordinary course of business by a merchant banker or a nominated investor in the process of market making or subscription to the unsubscribed portion of issue. Acquisition in the ordinary course of business by a market maker of a stock exchange in respect of shares for which he is the market maker during the course of market making. Acquisition in the ordinary course of business by invocation of pledge by Scheduled Commercial Banks or Public Financial Institutions as a pledge. Acquisition in the ordinary course of business by a Scheduled Commercial Bank, acting as an escrow agent. Acquisition pursuant to a scheme made under Section 18 of Sick Industrial Companies (Special Provisions) Act, 1985. Acquisition pursuant to a resolution plan approved under Section 31 of the Insolvency and Bankruptcy Code, 2016 Acquisition pursuant to the provisions of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Acquisition pursuant to the provisions of the SEBI (Delisting of Equity Shares) Regulations, 2009. Acquisition by way of transmission, succession or inheritance. Acquisition of shares by the lenders pursuant to conversion of their debt as part of a debt restructuring implemented in accordance with RBI guidelines. Acquisition of shares in a target company from state level financial institutions or their subsidiaries or companies promoted by them, by promoters of the target company pursuant to an agreement between such transferors and such promoter.