Substantial Acquisition of Shares and Takeovers (Amendment) Regulations, 2022.

SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) (AMENDMENT) REGULATIONS, 2022

No. SEBI/LAD-NRO/GN/2022/98.—In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 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) (Amendment) Regulations, 2022.
   
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, 2011, –
   
   I. In regulation 8,
   
   a) in sub-regulation (2), after clause (d), the following provisos shall be inserted, namely, –
   
   “Provided that the price determined as per clause (d) shall not apply in the case of disinvestment of a public sector undertaking by the Central Government or a State Government, as the case may be:
   Provided further that this proviso shall apply only in case of a change in control in the public sector undertaking.”
   
   b) in sub-regulation (3), in clause (e), after the words “frequently traded;” and before the word “and” the following provisos shall be inserted, namely, –
   
   “Provided that the price determined as per clause (e) shall not apply in the case of disinvestment of a public sector undertaking by the Central Government or a State Government, as the case may be:
   Provided further that this proviso shall apply only in case of a change in control in the public sector undertaking;”
   
   II. In regulation 22,
   
   a) in sub-regulation (2), after the word “cash” and before the words “of an amount” the words and symbol “or providing unconditional and irrevocable bank guarantee issued in favour of the manager to the open offer by any scheduled commercial bank, subject to the approval of the Reserve Bank of India,” shall be inserted.
   
   b) in sub-regulation (2), before the proviso, the following Explanation shall be inserted, namely, –
   “Explanation. – For the purpose of sub-regulation (2), bank guarantee shall only be issued by such scheduled commercial bank having „AAA‟ rating from a credit rating agency registered with the Board, on any of its long term debt instrument.”

Notification

Also Read: Master Circular on issuance of No Objection Certificate (NOC) for release of 1% of Issue Amount

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