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Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance up on exemption provided for in regulation 10(3) and (4)(c) of SEBI (SAST) Regulations, 2011

Format of Report to SEBI in respect of any acquisition made in reliance up on exemption provided for in regulation 10(3) and (4)(c) of SEBI (SAST) Regulations, 2011

SEBI: Regulation 10(3) and (4)(c) of SEBI (SAST) Regulations, 2011

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This document contains editable Format of Report to SEBI in respect of any acquisition made in reliance up on exemption provided for in regulation 10(3) and (4)(c) of SEBI (SAST) Regulations, 2011, making it handy for use and compliance.

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Regulation 10(3) of SEBI (SAST) Regulations, 2011

An increase in voting rights in a target company of any shareholder beyond the limit attracting an obligation to make an open offer under sub-regulation (1) of regulation 3, pursuant to buy-back of shares by the target Company shall be exempt from the obligation to make an open offer provided such shareholder reduces his shareholding such that his voting rights fall to below the threshold referred to in sub-regulation (1) of regulation 3 within ninety days from the date of the closure of the said buy-back offer.

Regulation 10(4)(c) of SEBI (SAST) Regulations, 2011

(4) The following acquisitions shall be exempt from the obligation to make an open offer under sub-regulation (2) of regulation 3,—

c. increase in voting rights in a target company of any shareholder pursuant to buy-back of shares:

Provided that,—

  • such shareholder has not voted in favour of the resolution authorising the buy-back of securities under section 77A of the Companies Act, 1956 (1 of 1956);
  • in the case of a shareholder resolution, voting is by way of postal ballot;
  • where a resolution of shareholders is not required for the buyback, such shareholder, in his capacity as a director, or any other interested director has not voted in favour of the resolution of the board of directors of the target company authorising the buy-back of securities under section 77A of the Companies Act, 1956 (1 of 1956); and
  • the increase in voting rights does not result in an acquisition of control by such shareholder over the target company: 

Provided further that where the aforesaid conditions are not met, in the event such shareholder reduces his shareholding such that his voting rights fall below the level at which the obligation to make an open offer would be attracted under sub-regulation (2) of regulation 3, within ninety days from the date of closure of the buy-back offer by the target company, the shareholder shall be exempt from the obligation to make an open offer;

Regulation 10(7) of SEBI (SAST) Regulations, 2011

In respect of any acquisition of or increase in voting rights pursuant to exemption provided for in clause (a) of sub-regulation (1), sub-clause (iii) of clause (d) of subregulation (1), clause (h) of sub-regulation (1), sub-regulation (2), sub-regulation (3) and clause (c) of sub-regulation (4), clauses (a), (b) and (f) of sub-regulation (4), the acquirer shall, within twenty-one working days of the date of acquisition, submit a report in such form as may be specified along with supporting documents to the Board giving all details in respect of acquisitions, along with a non-refundable fee of rupees twenty five thousand by way of a banker’s cheque or demand draft payable in Mumbai in favour of the Board. Explanation.— For the purposes of sub-regulation (5), sub-regulation (6) and subregulation (7) in the case of convertible securities, the date of the acquisition shall be the date of conversion of such securities.

 

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Report to sebi in respect of any acquisition made in reliance up on exemption provided for in regulation 10(3) and (4)(c) of sebi (sast) regulation 2011