Shares acquisition process tender-offers for Takeovers Buy Back Delisting of Securities. Direct Transfer to account maintained by clearing corporation-SEBI
Securities & Exchange Board of India
CIRCULAR
CFD/DCR2/CIR/P/2016/131 December 09, 2016
To
All Recognised Stock Exchanges
All Depositories
All Registered Merchant Bankers
All Registrars to the Issue
Dear Sir/Madam,
Sub: Streamlining the Process for Acquisition of Shares pursuant to Tender-Offers made for Takeovers, Buy Back and Delisting of Securities.
Yours faithfully,
Amit Tandon
Deputy General Manager
+91-22-26449373
amitt@sebi.gov.in
ANNEXURE
Amendments to Procedure for tendering and settlement of shares through Stock Exchange
1. Amendment to Procedure for Placing of Orders and Basis of Acceptance
1.1 The clause (h) and (i) shall be substituted with the following:
h. “The securities pay-in shall be as per the early pay-in mechanism currently available in the secondary market.”
i “The shares tendered by the shareholder under the offer shall be transferred directly to Clearing Corporation of the stock exchange providing Acquisition Window (CC) using early pay-in mechanism prior to placing the bid by the seller broker.”
1.2 After clause (i), the following clauses shall be inserted:
ia “Depositories shall provide information to CC about the shareholder on whose behalf the member has placed sell order. This information shall include investor PAN, beneficiary account details and bank details including IFSC code.”
ib “The cumulative quantity tendered shall be made available online to the market throughout the trading session at specific intervals by Stock Exchange providing acquisition window during the tendering period on the basis of shares transferred to CC using early pay-in mechanism.”
2. Amendment to Procedure for Execution of trades and settlement
2.1 The clause (l) and (m) shall be substituted with the following:
l “Once the basis of acceptance is finalised, CC would transfer unaccepted shares directly to the shareholders account. If the securities transfer instruction is rejected in the depository system, due to any issue then such securities will be transferred to the seller broker’s depository pool account for onward transfer to the shareholder.”
m “Acquirer will transfer the funds pertaining to the offer to CC’s bank account. CC will then settle the trades by making direct funds payout to shareholders. If shareholders bank account details are not available or if the funds transfer instruction is rejected by RBI/bank, due to any issue then such funds will be transferred to the seller broker’s settlement account for onward transfer to shareholder.”
2.2 Clause (n) shall be deleted.
2.3 Clause (o) shall be substituted with the following:
o “The seller broker would then issue contract note for the shares accepted in the offer.”
2.4 Sub-clause (iv) of clause (p) shall be substituted with the following:
‘Details of Early Pay-in account of CC’
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