India – SEBI Disclosure Takeover Stakes

India – SEBI Disclosure Takeover Stakes

On 14 May 2020, IND SEBI issued another one-time relaxation pertaining to open offers and buy-back tender offers opening up to 31 July 2020.


On 25 August 2019, IND SEBI amended substantial acquisition rules.

  • Revises SEBI 2011 September circular on reports, disclosures required on making takeovers.
  • Per 30(1), 30(2) Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Shareholder Information

  • Includes name of target company (TC), stock exchanges where their shares are listed.
  • Names of shareholder, persons acting in concert (PAC), holding 25% of voting rights.
  • Holdings include shares, warrants, convertibles, instrument entitled to receive shares.
  • Or for shareholder, give name of promoter, members of promoter group, related PAC.
  • Also disclose to exchanges a sub-set of information on persons acting in concert.

Level of Shareholding

  • Details of shareholding, number of shares, % share/voting capital, % of total diluted.
  • Holdings by shares, voting rights, warrants, convertible securities, other instruments.
  • Report holdings as of 31 March of the year, circular comes into force with immediate effect.

July 2019 Second Amendment

  • On 29 July 2019, IND SEBI published the second amendment to the regulations.
  • Added sub-regulation on increase in voting rights of any shareholder beyond threshold.
  • Also added sub-regulation regarding "encumbrance" and on declarations of promoters.
  • The rules shall come into force on the date of their publication in the official gazette.