Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2001 - S.O. No.875(E) - SEBI/LE/36209/2001 - SEBI

SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 12th September, 2001 S.O. 875(E).- In exercise of the powers conferred by sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to amend- the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. 1. These Regulations may be called the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2001. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as the Regulations) - (a) In Regulation 22, in sub-regulation (7), the following proviso shall be inserted, namely: Provided that in case of acquisition of shares or voting rights or control of a Public Sector Undertaking pursuant to a public announcement made under the proviso to sub-regulation (1) of regulation 14, the provisions of sub-regulation (8) of Regulation 23 shall be applicable. (b) (8) In Regulation 23, for sub-regulation (8) the following shall be substituted, namely: The restrictions - (a) for appointment of directors on the Board of the target company by the acquirer under sub-regulation (7) of Regulation 22; (b) for acting on agreement for under sub-regulation (16) of Regulation 22; (c) for appointment of directors by the target company under clause (a) of sub-regulation (3) of this Regulation; and (d) for on transfer of securities or changes in the board of directors of the target company under sub-regulation (6) of this Regulation, shall not be applicable, in case of sale of shares of a Public Sector Undertaking by the Central Government and the agreement to sell contains a clause to the effect that in case of non-compliance of any of the provisions of the Regulations by the acquirer, transfer of shares or the change of management or control of the Public Sector Undertaking shall vest back with the Central Government and the acquirer shall be liable to such penalty as may be imposed by the Central Government. (c) In Regulation 25, for sub-regulation (2A) the following shall be substituted, namely: (2A) No public announcement for a competitive bid shall be made after an acquirer has already made the public announcement under the proviso to sub-regulation (1) of Regulation 14 pursuant to entering into a Share Purchase or Shareholders' Agreement with the Central Government for acquisition of shares or voting rights or control of a Public Sector Undertaking. [F.No. SEBI/LE/36209/2001] D. R. MEHTA, Chairman Footnote,- 1. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the principal regulation was published in the Gazette of India on February 20, 1997, vide S.O. No.124(E). 2. Subsequently a Corrigendum was published in the Gazette of India Extraordinary on February 6, 1998, vide S.O. No. 106(E). 3. It was subsequently amended by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 1998 which was published in the Gazette of India on October 28, 1998, vide S.O. No. 930(E). 4. It was subsequently amended by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2000 which was published in the Gazette of India on December 30, 2000, vide S.O. No. 1178 (E). 5. It was subsequently amended by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2001 which was published in the Gazette of India on August 17, 2001, vide S.O. No. 791 (E).