SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) (SECOND AMENDMENT) REGULATIONS, 2018

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....1992 (15 of 1992), the Board hereby makes the following Regulations to further amend the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, namely: 1. These regulations may be called the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, (1) in regulation 2: (a) in sub-regulation (1), in clause (j), the words "is made" shall be substituted with the following, namely:- "is required to be made unde....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....(1), the open offer obligations shall be fulfilled by the acquirer in the following manner: (i) the acquirer, through the manager to the open offer, shall within five working days from the date of the announcement under sub-regulation (2), file with the Board, a draft of the letter of offer as specified in sub-regulation (1) of regulation 16; and (ii) shall comply with all other applicable provisions of these regulations. Provided that the offer price shall stand enhanced by an amount equal to a sum determined at the rate of ten per cent per annum for the period between the scheduled date of payment of consideration to the shareholders and the actual date of payment of consideration to the shareholders. Explanation: For the purp....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....-clause (iii) and before sub-clause (iv), the following explanation shall be inserted, namely:- "Explanation: For the purpose of this sub-clause, the company shall include a body corporate, whether Indian or foreign." (c) in sub-regulation (1), in clause (h), the words and figures "sub-section (2) of section 87 of the Companies Act, 1956 (1 of 1956)" shall be substituted by the words and figures "sub-section (2) of section 47 of the Companies Act, 2013 (18 of 2013)". (d) in sub-regulation (4), in clause (c), in the first proviso, in sub-clause (i), the words and figures "section 77A of the Companies Act, 1956 (1 of 1956)," shall be substituted by the words and figures "section 68 of the Companies Act, 2013 (18 of 2013)". (....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... words "the entire". (11) in regulation 24, in sub-regulation (1), in the first proviso, the words "one hundred per cent of the" shall be substituted by the words "the entire". (12) in regulation 29, in sub-regulation (3), after the words "or the acquisition" and before the words "of shares or voting rights", the words "or the disposal" shall be inserted. (13) in regulation 32, in sub-regulation (1), after the words "issue such directions" and before the words "as it deems fit", the words "or any other order" shall be inserted. (14) in regulation 33, (a) the words and symbol "shall have the power to issue directions through guidance notes or circulars:" shall be substituted by the words "may issue clarifications or guidelines....