Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2009

F.No.LAD- NRO/GN/2009-10/20/182131. 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) (Third 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 3, for sub-regulation (2), the following sub-regulation shall be substituted, namely: -

“(2) Nothing contained in regulation 10, regulation 11 and regulation 12 of these regulations shall apply to the acquisition of Global Depository Receipts or American Depository Receipts unless the holders thereof, -

(a) become entitled to exercise voting rights, in any manner whatsoever, on the underlying shares; or

(b) exchange such Depository Receipts with the underlying shares carrying voting rights.”

(ii) in regulation 7, in sub-regulation (1A), after the word and figure “regulation 11” and before the mark and words “, shall disclose purchase”, the words and figure “or under second proviso to sub-regulation (2) of regulation 11” shall be inserted;

(iii)in regulation 11,-

(a) in sub-regulation (1), after the words and figure “of the voting rights,” and before the words “in any financial year”, the words and mark “with post acquisition shareholding or voting rights not exceeding fifty five per cent.,” shall be inserted;

(b) in sub regulation (2),

(A) after the words “either by himself or through” and before the words “persons acting in concert”, the words “or with” shall be inserted;
(B) in second proviso, after the words, “such acquirer may,” and before the words “without making a public announcement”, the
words “notwithstanding the acquisition made under regulation 10 or sub-regulation (1) of regulation 11,” shall be inserted;
(iv)in regulation 14,-

(a) in sub-regulation (2), the mark “.” occurring at the end shall be substituted with the mark “:”;

(b) after sub-regulation (2), the following proviso shall be inserted, namely:-

“Provided that in case of American Depository Receipts or Global Depository Receipts entitling the holder thereof to exercise voting rights in excess of percentage specified in regulation 10 or regulation 11, on the shares underlying such depository receipts, public announcement shall be made within four working days of acquisition of such depository receipts.”