SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1994
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Takeover regulation: mandatory public announcement and offer obligations trigger on acquisitions raising voting control beyond thresholds.
These regulations establish obligations for persons acquiring substantial shareholdings, requiring disclosures to companies and stock exchanges and half yearly updates while holdings exceed prescribed thresholds. Acquisitions that increase voting rights beyond regulatory thresholds through negotiation or open market purchases require a public announcement, appointment of a registered merchant banker, submission of a draft letter of offer to the Board, and dispatch of a letter of offer to shareholders by record date. Offers must state terms, the minimum offer price determined by prescribed market based formulas, statutory conditions, a minimum open period, and protections for minority public shareholding. The Board may investigate breaches, appoint auditors or investigating authorities, compel production of records, and issue directions; appeals lie to the Central Government.