TMI BlogApplicability of the Regulation.X X X X Extracts X X X X X X X X Extracts X X X X ..... the company and who has in the rights letter of offer made disclosures that they intend to acquire additional shares beyond their entitlement, if the issue is undersubscribed: Provided further that this exemption shall not be available in case the acquisition of securities results in the change of control of management; (c) 1 [***] (d) allotment to the underwriters pursuant to any underwriting agreement; (e) inter se transfer of shares amongst- 2 [(i) group coming within the definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969) where persons constituting such group have been shown as group in the last published Annual Report of the target company;] (ii) relatives within the meaning of section 6 of the Companies Act, 1956 (1 of 1956); (iii) (a) 3 [Qualifying Indian promoters] and foreign collaborators who are shareholders; (b) 4 [qualifying promoters]: 5 [Provided that the transferor(s) as well as the transferee(s) have been holding shares in the target company for a period of at least three years prior to the proposed acquisition.] 6 [Explanation. ─ For the purpose of the exempt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 7 and regulation 8;] (f) acquisition of shares in the ordinary course of business by,- (i) a registered stock-broker of a stock exchange on behalf of clients; (ii) a registered market maker of a stock exchange in respect of shares for which he is the market maker, during the course of market making; (iii) by Public Financial Institutions on their own account; (iv) by banks and public financial institutions as pledgees; 20 [(v) the International Finance Corporation, Asian Development Bank, International Bank for Reconstruction and Development, Commonwealth Development Corporation and such other international financial institutions; (vi) a merchant banker or a promoter of the target company pursuant to a scheme of safety net under the provisions of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 in excess of limit specified in sub-regulation (1) of regulation 11;] 21 [(vii) a merchant banker or nominated investor in the process of market making and subscription by the nominated investor to the unsubscribed portion of issue, in terms of Chapter XA of the Securities and Exchange Board of India (Issue of Ca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lanation.- The exemption under clause (k) above shall not be applicable if by virtue of acquisition or change of control of any unlisted company, whether in India or abroad, the acquirer acquires shares or voting rights or control over a listed company; 28 [(ka)acquisition of shares in terms of guidelines or regulations regarding delisting of securities specified or framed by the Board;] (l) 29 [***] other cases as may be exempted from the applicability of Chapter III by the Board under regulation 4. 30 [(1A) For the removal of doubt, it is clarified that nothing contained in sub-regulation (1) shall affect the applicability of the listing requirements.] 31 [(2) Nothing contained in regulation 10, regulation 11 and regulation 12 of these regulations shall apply to the acquisition of Global Depository Receipts or American Depository Receipts unless the holders thereof, - (a) become entitled to exercise voting rights, in any manner whatsoever, on the underlying shares; or (b) exchange such Depository Receipts with the underlying shares carrying voting rights.] (3) In respect of acquisitions under clauses 32 [***] (e), (h) and (i) of sub-regulation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... whether such allotment would result in change in control over the company are all disclosed in the notice of the General Meeting called for the purpose of consideration of the preferential allotment. 2. 2 Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. Prior to its substitution sub-clause (i) read as under: (i) group companies, coming within the definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969 (25 of 1969) . 3. Substituted for the words Indian promoters by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2006, w.e.f. 26-5-2006. 4. Substituted for the word promoters , ibid. 5. Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. Prior to its substitution, the proviso read as: Provided that the transferor(s) as well as the transferee(s) in sub-clauses (a) and (b) have been holding individually or collectively not less than 5% shares in the target company for a period of at least three years prior to the proposed acquis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ubject to such group companies or relatives or promoters filing statements concerning group and individual shareholding as required under Regulations 6, Regulation 7 and Regulation 8. 20. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 21. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2010, w.e.f. 13.04.2010. 22. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 23. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2002, w.e.f. 29-1-2002. 24. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 25. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 26. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2000, w.e.f. 30-12-2000. 27. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amen ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
