DISCLOSURES OF SHAREHOLDING
The disclosures requirements are provided under Chapter V of the SEBI(Substantial Acquisition of Shares and Takeover) Regulations, 2011.
Regulations 28 to 31 deals with the disclosure of shareholding and voting rights requirements.
Under this Chapter, the acquisition and holding of any convertible security shall also be regarded as shares, and disclosures of such acquisition and holdings shall be made accordingly.
For the purpose of disclosure requirements under Chapter V the term encumbrance shall include a pledge, lien or any such transaction, by whatever name called.
Disclosure of Acquisition and Disposal, Regulation 29
- Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregating to five per cent or more of the shares of such target company, shall disclose their aggregate shareholding and voting rights in such target company in such form as may be specified.
(Note: Under this regulation the acquirer including person acting in concert with him is required to disclose the aggregate shareholding after acquisition and not the acquisition only.)
- Any acquirer, who together with persons acting in concert with him, holds shares or voting rights entitling them to five per cent or more of the shares or voting rights in a target company, shall disclose every acquisition or disposal of shares of such target company representing two per cent or more of the shares or voting rights in such target company in such form as may be specified.
- The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within two working days of the receipt of intimation of allotment of shares, or the acquisition of shares or voting rights in the target company to,—
(a) every stock exchange where the shares of the target company are listed; and
(b) the target company at its registered office.
- Encumbrance shall be treated as an acquisition, and shares released from encumbrance shall be treated as disposal and disclosures shall be made by such person accordingly. Provided that such requirement shall not apply to a scheduled commercial bank or public financial institution as pledgee in connection with a pledge of share for securing indebtedness in the ordinary course of business.
Continual Disclosures. Under Regulation 30
- Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise twenty-five per cent or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified.
- The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified.
- The disclosures required under sub-regulation (1) and sub-regulation (2) shall be
made within seven working days from the end of each financial year to,—
(a) every stock exchange where the shares of the target company are listed; and
(b) the target company at its registered office.
Disclosure of Encumbered Shares under Regulation 31
- The promoter of every target company shall disclose details of shares in such target company encumbered by him or by persons acting in concert with him in such form as may be specified.
- The promoter of every target company shall disclose details of any invocation of such encumbrance or release of such encumbrance of shares in such form as may be specified.
- The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within seven working days from the creation or invocation or release of encumbrance, as the case may be to,—
(a) every stock exchange where the shares of the target company are listed; and
(b) the target company at its registered office.
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