Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2009
No. LAD/NRO/GN/2008-09/34/154082. In exercise of the powers
conferred by Section 30 of the Securities and Exchange Board
of India Act, 1992 (15 of 1992), the Board hereby makes the
following regulations to amend the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997, namely:-
1. (i) These regulations may be called the Securities and
Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) (Second Amendment) Regulations, 2009.
(ii) These regulations shall come into force on the date
of their publication in the Official Gazette.
2. In the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997 –
(i) in regulation 25, after sub-regulation (2A) the following
sub-regulation shall be inserted, namely: -
“(2B) No public announcement for a competitive bid shall
be made after an acquirer has already made the public announcement
pursuant to relaxation granted by the Board in terms of regulation
29A.”
(ii) after regulation 29, following regulation shall be inserted,
namely:-
“Relaxation from the strict compliance of provisions
of Chapter III in certain cases.
29A. The Board may, on an application made by a target company,
relax any or more of the provisions of this Chapter, subject
to such conditions as it may deem fit, if it is satisfied
that –
(a) the Central Government or State Government or any other
regulatory authority has removed the board of directors of
the target company and has appointed other persons to hold
office as
directors thereof under any law for the time being in force
for orderly conduct of the affairs of the target company;
(b) such directors have devised a plan which provides for
transparent, open, and competitive process for continued operation
of the target company in the interests of all stakeholders
in the target company and such plan does not further the interests
of any particular acquirer;
(c) the conditions and requirements of the competitive process
are reasonable and fair;
(d) the process provides for details including the time when
the public offer would be made, completed and the manner in
which the change in control would be effected;
(e) the provisions of this Chapter are likely to act as impediment
to implementation of the plan of the target company and relaxation
from one or more of such provisions is in public interest,
the interest of investors and the securities market.”
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