{"id":1426,"date":"2020-06-25T17:52:37","date_gmt":"2020-06-25T12:22:37","guid":{"rendered":"https:\/\/blog.tickertape.in\/?p=1426"},"modified":"2020-06-25T18:11:53","modified_gmt":"2020-06-25T12:41:53","slug":"decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011","status":"publish","type":"post","link":"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/","title":{"rendered":"Decoded: Substantial Acquisition of Stake and Takeovers Regulations, 2011"},"content":{"rendered":"\n<p>\u201cMajority wins\u201d is a widely accepted rule, be it among friends looking to choose a game to play on a weekend or when deciding a destination for an outing. Moreover, the rule also applies in the corporate world, when decisions related to a company are based on what the majority of <a href=\"https:\/\/www.tickertape.in\/blog\/shareholders\/\">shareholders<\/a> agree too.<\/p>\n\n\n\n<p>These decisions include mergers and acquisitions (M&amp;A), a popular form of restructuring a company. Only, M&amp;A has a significant impact on the affairs and management of the company to be merged (target company). That\u2019s when, \u201cMajority wins\u201d might suppress the rights\/interests of the minority shareholders and also result in mismanagement or poor corporate governance of the entity.<\/p>\n\n\n\n<p>But with the growing popularity of M&amp;A as a form of restructuring companies in India, something had to be done to prevent hostile takeover resulting in the consequences for the company and its investors. That is why <a href=\"https:\/\/www.tickertape.in\/blog\/securities-and-exchange-board-of-india-functions-powers-and-regulations-of-sebi\/\">SEBI<\/a> introduced Substantial Acquisition of Shares and Takeovers Regulations, 2011 (SAST Regulations, 2011) in Sep 2011. This Regulation governs the substantial acquisition procedure so as to prevent hostile takeover of voting rights in a company and, in turn, ensure good corporate governance in the entity.<\/p>\n\n\n\n<p>However, such regulations restrict\/modulate the flow of capital in a company, which may not be feasible now, when companies are cash-strapped due to the pandemic and are looking for ways to survive and grow. Well, SEBI has amended the SAST Regulations, 2011 for the current year to support such companies. So, what gives? Let\u2019s learn that, important terms, and critical interpretations of the SAST Regulations, 2011 here.<\/p>\n\n\n\n<p>Note that, this article only explains the essence of the SAST Regulations 2011 in a simple and easy to understand manner. You can read the entire coverage of the<a href=\"https:\/\/www.sebi.gov.in\/sebi_data\/commondocs\/acquistionofshares.pdf\" rel=\"nofollow noopener\" target=\"_blank\"> SAST Regulations, 2011<\/a> here.<\/p>\n\n\n\n<p><strong>The article covers:<\/strong><\/p>\n\n\n\n<p><a href=\"#Introduction\">Introduction to substantial acquisition or takeover<\/a><\/p>\n\n\n\n<p><a href=\"#SEBI\">SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011<\/a><\/p>\n\n\n\n<p><a href=\"#Control\">What is control?<\/a><\/p>\n\n\n\n<p><a href=\"#General\">General rule of acquisition of shares in a target company<\/a><\/p>\n\n\n\n<p><a href=\"#Open-offer\">What is an open offer?<\/a><\/p>\n\n\n\n<p><a href=\"#Trigger-point\">What is a trigger point?<\/a><\/p>\n\n\n\n<p><a href=\"#Significance\">Significance of the SAST Regulations, 2011<\/a><\/p>\n\n\n\n<p><a href=\"#Modification\">16<sup>th<\/sup> Jun 2020 modification to the SAST Regulations, 2011<\/a><\/p>\n\n\n\n<p><a href=\"#Amendment\">Significance of the SAST (Amendment) Regulations, 2020<\/a><\/p>\n\n\n\n<div id=\"ez-toc-container\" class=\"ez-toc-v2_0_66_1 counter-hierarchy ez-toc-counter ez-toc-custom ez-toc-container-direction\">\n<div class=\"ez-toc-title-container\">\n<p class=\"ez-toc-title \" >Table of Contents<\/p>\n<span class=\"ez-toc-title-toggle\"><\/span><\/div>\n<nav><ul class='ez-toc-list ez-toc-list-level-1 ' ><ul class='ez-toc-list-level-3' ><li class='ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-1\" href=\"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/#Introduction-to-substantial-acquisition-and-takeover\" title=\"Introduction to substantial acquisition and takeover\">Introduction to substantial acquisition and takeover<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-2\" href=\"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/#What-is-SEBI-Substantial-Acquisition-of-Shares-and-Takeovers-Regulations-2011\" title=\"What is SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011?\">What is SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011?<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-3\" href=\"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/#What-is-control\" title=\"What is control?\">What is control?<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-4\" href=\"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/#General-rule-of-acquisition-of-shares-in-a-target-company\" title=\"General rule of acquisition of shares in a target company\">General rule of acquisition of shares in a target company<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-5\" href=\"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/#What-is-an-open-offer\" title=\"What is an open offer?\">What is an open offer?<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-6\" href=\"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/#What-is-a-trigger-point\" title=\"What is a trigger point?\">What is a trigger point?<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-7\" href=\"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/#Significance-of-the-Substantial-Acquisition-of-Shares-and-Takeovers-Regulations-2011\" title=\"Significance of the Substantial Acquisition of Shares and Takeovers Regulations, 2011\">Significance of the Substantial Acquisition of Shares and Takeovers Regulations, 2011<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-8\" href=\"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/#16th-Jun-2020-modification-to-the-SEBI-Substantial-Acquisition-of-Shares-and-Takeovers-Regulations-2011\" title=\"16th Jun 2020 modification to the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011\">16th Jun 2020 modification to the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011<\/a><\/li><\/ul><\/li><li class='ez-toc-page-1 ez-toc-heading-level-2'><a class=\"ez-toc-link ez-toc-heading-9\" href=\"https:\/\/www.tickertape.in\/blog\/decoded-substantial-acquisition-of-stake-and-takeovers-regulations-2011\/#Significance-of-the-SAST-Amendment-Regulations-2020\" title=\"Significance of the SAST (Amendment) Regulations, 2020\">Significance of the SAST (Amendment) Regulations, 2020<\/a><\/li><\/ul><\/nav><\/div>\n<h3 class=\"wp-block-heading\" id=\"Introduction\"><span class=\"ez-toc-section\" id=\"Introduction-to-substantial-acquisition-and-takeover\"><\/span><strong>Introduction to substantial acquisition and takeover<\/strong><span class=\"ez-toc-section-end\"><\/span><\/h3>\n\n\n\n<p><a href=\"https:\/\/www.tickertape.in\/blog\/what-is-equity\/\">Equity<\/a> shares give ownership rights of a company. More the number of shares you hold, the higher stake you will have in the entity. Meaning, you will have a stronger say or control over the affairs and management of the business. However, minority shareholders (i.e. who do not exercise control over a company), might be at the risk of being suppressed.<\/p>\n\n\n\n<p>Contrary to their position as one of the owners of the company, majority shareholders may decide or act in a way that may be hostile to their interests. As a minority shareholder, your right may thus be suppressed in case you want the management to be unchanged. Therefore, it is vital to ensure that the minority interest is not oppressed by the majority, to ensure which, SEBI has established several measures and regulations. SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011 (SAST Regulations 2011) is one such measure.<\/p>\n\n\n\n<h3 class=\"wp-block-heading\" id=\"SEBI\"><span class=\"ez-toc-section\" id=\"What-is-SEBI-Substantial-Acquisition-of-Shares-and-Takeovers-Regulations-2011\"><\/span><strong>What is <\/strong><strong>SEBI Substantial Acquisition of Shares and Takeovers Regulations<\/strong><strong>, 2011?<\/strong><span class=\"ez-toc-section-end\"><\/span><\/h3>\n\n\n\n<p>Mergers and acquisitions (M&amp;A) are well-known ways of restructuring a company. If the majority shareholders of a company unanimously agree to merge with another entity, it would significantly impact the company and the shareholders, which may or may not be good. As the regulator of the capital markets in the country, SEBI is, therefore, responsible to ensure that the process is fair and the interest of all the shareholders is protected.<\/p>\n\n\n\n<p>That is why SEBI introduced the Substantial Acquisitions of Shares and Takeover Regulations, 2011, which regulates the direct and indirect:<\/p>\n\n\n\n<ul><li>Acquisition of shares and<\/li><li>Voting rights or<\/li><li>Control<\/li><\/ul>\n\n\n\n<p>In excess of 25% in\/over a target company that is publicly listed. Here, acquisition means to buy shares in the company, which also gives the acquirer voting rights in the target entity.<\/p>\n\n\n\n<h3 class=\"wp-block-heading\" id=\"Control\"><span class=\"ez-toc-section\" id=\"What-is-control\"><\/span><strong>What is control?<\/strong><span class=\"ez-toc-section-end\"><\/span><\/h3>\n\n\n\n<p>Control means the power to appoint\/manage\/direct a majority of the directors to direct or influence the management and policies of a company. Such power may be the result of owning <a href=\"https:\/\/www.tickertape.in\/blog\/what-are-equity-shares-meaning-types-features-limitations-and-more\/\">equity shares<\/a>, being party to a contract or anything beyond.<\/p>\n\n\n\n<h3 class=\"wp-block-heading\" id=\"General\"><span class=\"ez-toc-section\" id=\"General-rule-of-acquisition-of-shares-in-a-target-company\"><\/span><strong>General rule of acquisition of shares in a target company<\/strong><span class=\"ez-toc-section-end\"><\/span><\/h3>\n\n\n\n<p>The general rule is that an acquirer or persons in cohort are prevented from buying additional shares if that gives them voting rights equal to or in excess of 25% in the target company. However, the rule has an exception. That is, the acquirer or persons in cohort can acquire additional shares only on making an open offer publicly.<\/p>\n\n\n\n<p>Meaning, as per SEBI Substantial Acquisition of Shares and Takeovers Regulations, any person or persons having a shared objective looking to buy\/acquire shares or control the voting rights of the target company, such that their combined interest is more than 25%, are mandated to make a public announcement of an open offer. Note that the title of an \u2018officer\u2019 or a \u2018director\u2019 of a target company doesn\u2019t give control over the target company to the personnel holding such positions.<\/p>\n\n\n\n<h3 class=\"wp-block-heading\" id=\"Open-offer\"><span class=\"ez-toc-section\" id=\"What-is-an-open-offer\"><\/span><strong>What is an open offer?<\/strong><span class=\"ez-toc-section-end\"><\/span><\/h3>\n\n\n\n<p>As per the Substantial Acquisition of Shares and Takeovers Regulations, 2011, an open offer is an \u2018exit opportunity\u2019 offered by an acquirer of shares to the existing shareholders of the target company so that they can sell their stock positions and exit the company should the developments not interest them. The <a href=\"https:\/\/www.tickertape.in\/blog\/offer-price\/\">offer price<\/a> at which the existing shareholders can sell their stocks is ascertained by a person appointed by SEBI. This allows a fair procedure. Besides, an open offer also discloses significant developments that would happen in the company in the near future to the existing shareholders.<\/p>\n\n\n\n<h3 class=\"wp-block-heading\" id=\"Trigger-point\"><span class=\"ez-toc-section\" id=\"What-is-a-trigger-point\"><\/span><strong>What is a trigger point?<\/strong><span class=\"ez-toc-section-end\"><\/span><\/h3>\n\n\n\n<p>A trigger point is when the acquirer of shares is mandated to make an open offer via a public announcement. As per the Substantial Acquisition of Shares and Takeovers Regulations 2011, trigger point kicks in when an acquirer, who is an existing shareholder:<\/p>\n\n\n\n<ul><li>Holds 25% voting rights on owning equity shares in a company and wants to buy over 5% more voting rights in a financial year OR<\/li><li>Holds less than 25% shares or voting rights in the target company and wants to buy more such that their total shareholding exceeds 25% interest in the target company<\/li><\/ul>\n\n\n\n<h3 class=\"wp-block-heading\" id=\"Significance\"><span class=\"ez-toc-section\" id=\"Significance-of-the-Substantial-Acquisition-of-Shares-and-Takeovers-Regulations-2011\"><\/span><strong>Significance of the <\/strong>Substantial Acquisition of Shares and Takeovers<strong> Regulations, 2011<\/strong><span class=\"ez-toc-section-end\"><\/span><\/h3>\n\n\n\n<p>As mentioned before, shares give ownership rights to the shareholders, resulting in a significant impact on the management of the business and shareholders\u2019 interest. Ergo, it is vital to ensure that shareholders\u2019 interest is protected and also that there is smooth corporate governance in an entity. SAST Regulations, 2011 is one such measure put in place by SEBI.<\/p>\n\n\n\n<h3 class=\"wp-block-heading\" id=\"Modification\"><span class=\"ez-toc-section\" id=\"16th-Jun-2020-modification-to-the-SEBI-Substantial-Acquisition-of-Shares-and-Takeovers-Regulations-2011\"><\/span><strong>16<\/strong><strong><sup>th<\/sup><\/strong><strong> Jun 2020 modification to the <\/strong><strong>SEBI Substantial Acquisition of Shares and Takeovers Regulations<\/strong><strong>, 2011<\/strong><span class=\"ez-toc-section-end\"><\/span><\/h3>\n\n\n\n<p>Keeping in mind the extraordinary circumstances that have arisen due to the pandemic (coronavirus\/COVID-19) and have affected the finances of domestic companies, SEBI announced the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2020.<\/p>\n\n\n\n<p>As per the amendment, an acquirer can buy additional shares accounting for more than 5% but not over 10% in a target company only for the FY 2020-21 without making a public announcement of an open offer. However, these conditions must be fulfilled:<\/p>\n\n\n\n<ul><li>The acquirer has to be the promoter of the company<\/li><li>The target company has to raise the capital by way of preferential issue of equity shares<\/li><\/ul>\n\n\n\n<h2 class=\"wp-block-heading\" id=\"Amendment\"><span class=\"ez-toc-section\" id=\"Significance-of-the-SAST-Amendment-Regulations-2020\"><\/span><strong>Significance of the SAST (Amendment) Regulations, 2020<\/strong><span class=\"ez-toc-section-end\"><\/span><\/h2>\n\n\n\n<p>Since many companies are cash-strapped due to the pandemic and the lockdown triggered by it, the amendment to the SAST Regulations, 2020 temporarily relaxes the regulatory requirements for investors to <a href=\"https:\/\/www.tickertape.in\/blog\/why-should-you-prioritise-investing\/\">invest<\/a> in a company. This, in turn, allows easier inflow of funds in the target company and supports its operations in difficult times like now. However, the amendment to SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011 is only applicable during the current financial year, that is, until 31<sup>st<\/sup> March 2021.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>SEBI has increased the trigger point to make an open offer when investing in addition to 25% in a company from 5% to 10%<\/p>\n","protected":false},"author":27,"featured_media":1428,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"inline_featured_image":false,"_lmt_disableupdate":"","_lmt_disable":"","footnotes":""},"categories":[9,1748],"tags":[],"acf":[],"modified_by":"Aradhana Gotur","jetpack_featured_media_url":"https:\/\/www.tickertape.in\/blog\/wp-content\/uploads\/2020\/06\/SAST.png?wsr","_links":{"self":[{"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/posts\/1426"}],"collection":[{"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/users\/27"}],"replies":[{"embeddable":true,"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/comments?post=1426"}],"version-history":[{"count":6,"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/posts\/1426\/revisions"}],"predecessor-version":[{"id":1434,"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/posts\/1426\/revisions\/1434"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/media\/1428"}],"wp:attachment":[{"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/media?parent=1426"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/categories?post=1426"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.tickertape.in\/blog\/wp-json\/wp\/v2\/tags?post=1426"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}