India – SEBI Extended Takeover Disclosures

India – SEBI Extended Takeover Disclosures

On 27 March 2020, IND SEBI extended the due date of filing disclosures, in terms of regulations 30(1), 30(2) and 31(4) for the financial year ending 31 March to 1 June 2020.

Background Information

On 25 August 2020, IND SEBI amended substantial acquisition rules.

  • Revises SEBI Sep. 2011 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 Mar. 31 of 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.