Schemes of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957

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....9 (7) of the Securities Contracts (Regulation) Rules, 1957. 2. SEBI has received representations suggesting improvements to the existing regulatory framework governing scheme of arrangement. Considering the above and in order to expedite the processing of draft schemes and to prevent misuse of schemes to bypass regulatory requirements, it has been decided to make certain amendments to the Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as provided in the Annexure. 3. The Stock Exchanges are advised to bring the provisions of this circular to the notice of Listed Entities and also to disseminate the same on their websites. 4. This circular is issued under Section 11 of the SEBI Act, 1992 and Regulations 11, 37 and 94 read wi....

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....common directorships or partnerships." 3. Amendment to Para(I)(A)(3)(b) Para (I)(A)(3)(b) of Annexure I of the circular shall be replaced with the following: "The percentage of shareholding of pre-scheme public shareholders of the listed entity and the Qualified Institutional Buyers (QIBs) of the unlisted entity, in the post scheme shareholding pattern of the "merged" company on a fully diluted basis shall not be less than 25%." 4. Deletion of Para (II) Para (II) of Annexure I to the circular shall stand repealed. 5. Amendment to Para(III)(A)(3) Para (III)(A)(3) of Annexure I of the circular shall be replaced with the following: "3. In case of a scheme involving merger of a listed company or its division ....