Relaxations relating to
procedural matters – Takeovers and Buy-back.
In view of the impact of
the COVID-19 pandemic and the lockdown measures undertaken by Central and State
Governments, based on representations, the following one time relaxations are
granted from strict enforcement of certain regulations of SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 (hereafter “Takeover
Regulations) and SEBI (Buy-back of securities) Regulations, 2018 (hereafter
“Buy-back Regulations) pertaining to open offers and buy-back tender offers
opening upto July 31, 2020.
SEBI
vide Circular No. SEBI/CIR/CFD/DCR1/CIR/P/2020/83
dated May 14, 2020
1.1.
Service
of the letter of offer and/or tender form and other offer related material to
shareholders may be undertaken by electronic transmission as already provided
under Regulation 18(2) of the Takeover Regulation and Regulation 9(ii) of Buy-
back Regulations subject to the following:-
1.1.1.
The
acquirer / company shall publish the letter of offer and tender form on the
websites of the company, registrar, stock exchanges and the manager(s) to
offer.
1.1.2.
The
acquirer / company along with lead manager(s) shall undertake all adequate
steps to reach out to the/its shareholders through other means such as ordinary
post or SMS or audio-visual advertisement on television or digital
advertisement, etc.
1.1.3.
Further,
the Acquirer/ Company shall make an advertisement containing details regarding the dispatch of the
letter of offer electronically and availability of such
letter of offer
along with the tender form on the website of the company, registrar and manager
to the offer in the same newspapers in which (i) detailed pubic statement was
published as per regulation 14(3) of Takeover Regulation or (ii) public
announcements was published as per regulation 7(i) of Buy-back regulation.
1.1.4.
Further,
the acquirer/ company may have the flexibility to publish the dispatch
advertisement in additional newspapers, over and above those required under the
respective regulations.
1.1.5.
The
acquirer/ company shall make use of advertisements in television channels,
radio, internet etc. to disseminate information relating to the tendering
process. Such advertisements can be in the form of crawlers/ tickers as well.
1.1.6.
All
the advertisement issued should also be made available on the website of the
company, Registrar, Managers to the offer, and Stock Exchanges.
2.
The
acquirer/ company and the manager to offer shall provide procedure for
inspection of material documents electronically.
3.
As
far as possible, attempts will be made to adhere to the existing prescribed
framework.
4. This
circular shall come into force with immediate
effect.
5.
This
circular is issued in exercise of powers conferred by Section 11(1) of the
Securities and Exchange Board of India Act, 1992.
6.
A
copy of this circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework/Circulars”.
DISCLAIMER: THE
ARTICLE IS BASED ON THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING
AT THE TIME OF THE PREPARATION. IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT
AND INDIRECT RESULT FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING
INITIATIVE.
THE
AUTHOR – CS DEEPAK SETH (ASSOCIATE PARTNER HELPINGHANDS PROFESSIONALS
LLP) AND CAN BE REACHED AT CONTACTHHPRO@GMAIL.COM OR 9910248911.
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