Laws and sections by number or title, due dates, pages, and updates.
The National Stock Exchange of India introduces interoperability for the tender offer facility used for takeovers, buybacks, and delisting. Market participants now consolidate clearing and settlement functions at a single clearing corporation regardless of the exchange where the trade occurs. This facility is available exclusively through the E-IPO 2.0 platform. Trading members must update their API authentication mechanisms to access this portal. The exchange performs risk management validation at the clearing corporation level for bids. Custodian confirmation for custodial participant orders also occurs through the clearing corporations. Trading members, acquirers, and companies must comply with the revised operating guidelines and terms specified in the scheme. The exchange will announce mock testing and go-live dates in future circulars.
What you must do
Key dates
Who is affected
If you do not comply
Ask about this circular
[Image omitted. See the official document.]
SEBI (Buy Back of Securities) Regulations, 1998 (hereinafter referred to as “Buy Back Regulations”), SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as "Takeover Regulations"), SEBI(Delisting of Equity Shares) Regulations, 2009 (hereinafter referred to as "Delisting Regulations") were amended vide notification dated March 24, 2015 and SEBI Infrastructure investment Trusts Regulations ,2014 (hereinafter referred to as “SEBI (InvIT) Regulations”), SEBI Real estate investment Trusts Regulations, 2014 (hereinafter referred to as “SEBI (REIT) Regulations”) were amended vide notification dated July 17,2020 to facilitate tendering of shares / units by the shareholders / dissenting unitholders and settlement of the same, through the stock exchange mechanism as specified by the Board.
SEBI has issued the broad framework for interoperability among clearing corporations vide circular ref. no. CIR/MRD/DRMNP/CIR/P/2018/145 dated November 27, 2018 to allow market participants to consolidate their clearing and settlement functions at a single Clearing Corporation (CC), irrespective of the stock exchange on which the trade is executed.
Securities & Exchange Board of India (SEBI) vide circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and vide circular no. SEBI/HO/DDHS/DDHS/CIR/P/2020/122 and 123 dated July 17, 2020 has provided guidelines on mechanism for acquisition of shares and exit option to dissenting unitholders of Infrastructure investment Trusts (InvITs) and Real estate investment Trusts (REITs) respectively, pursuant to Tender-Offers under Takeovers, Buy Back and Delisting to facilitate tendering of shares/units by the shareholders/unitholders and settlement of the same, through the stock exchange mechanism. Further, SEBI (Delisting of Equity Shares) Regulations, 2009 (hereinafter referred to as "Delisting Regulations") has been further amended vide notification SEBI/HO/CFD/DCR2/CIR/P/2019/35 dated March 13, 2019 to allow promoter(s) / acquirers (s) to make ‘Counter Offer’ in case of price discovery through Reverse Book Building (Delisting) is not accepted.
[Image omitted. See the official document.]
With an objective to facilitate orderly use of Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back, Delisting-(withdrawal/counter-offer if any) and Exit Option to Dissenting Unit Holders of INVITs and REITs, herein after termed as ‘Tender Offer Facility’ on Web based E-IPO bidding platform and to make various conditions and /or requirements governing the use of ‘Tender Offer Facility’ in a transparent manner and to have its due and strict compliance, the scheme containing various terms / conditions is formulated as under:-
NSEIL shall be entitled to amend its statutory requirements, instructions, circulars, etc. unilaterally and the participants in the ‘Tender Offer Scheme’ including Acquirer/Company/Members shall be deemed to have consented to them, and accordingly be bound by the statutory requirements, instructions, circulars, etc. prevailing from time to time
[Image omitted. See the official document.]
[Image omitted. See the official document.]
[Image omitted. See the official document.]
