India – SEBI Share Acquisition, Takeovers

India – SEBI Share Acquisition, Takeovers

On 16 February 2023, IND SEBI issued master circular on takeover procedures, formats.

  • IND SEBI issued master circular for procedures and formats under SEBI (substantial acquisition of shares and takeovers) regulations, 2011 (takeover regulations).
  • Follows IND SEBI March 2022 on the system driven disclosures.


  • Enables stakeholders to have access to provisions of applicable circulars in one place.
  • Hence, the directions and instructions contained in the circulars listed in annexure-V, to the extent they relate to the takeover regulations, shall stand rescinded.

Disclosures & Reports

  • The master circular details the disclosures and reports that are required to be submitted with the stock exchange, IND SEBI or the target company.
  • Concerns acquisitions triggering an open offer, those exempt from obligation to make open offer, acquisitions made by persons acting in concert (PACs) during offer period.
  • It also concerns the disposal of shares, including the encumbrance of shares, any invocation/release of such encumbrances to the stock exchanges.

Current Provisions

  • The following provisions already in effect from 1 July 2022 have also been included.
  • All encumbrances on shares of target company must be recorded in depository system.
  • All disclosures for the transactions undertaken in the depository system when any acquirer, together with PAC, acquiring shares or voting rights in a target company.

Manual Filing

  • The following transactions may be filed manually with depositories: triggering of disclosure requirement due to acquisition or disposal of shares by acquirer with PACs.
  • Triggering of requirement where shares held in physical form by acquirer and/or PACs.
  • And also listed companies who have not provided permanent account number (PAN) of promoter(s) including member(s) of the promoter group to the designated depository.
  • Or companies which have not appointed any depository as their designated depository.

Further Key Points

  • Where it is the case that an acquirer or any persons acting in concert with the acquirer under the offer is not eligible to acquire shares through stock exchange due to operation of any other law, such offers would follow the existing tender offer method.
  • Circular details the facility for acquisition of shares through stock exchange mechanism pursuant to offer, basis of acceptance, exemption for cases involving trust as acquirer.
  • It also lists additional disclosures required in detailed public statement, letter of offer.
  • Documents including public announcement, detailed public statement, draft letter of offer, letter of offer must be filed online though the SEBI intermediary portal.
  • The master circular also sets out the format of documents for activities pertaining to open offers and the format of disclosure documents and/or reports.