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FAQ on SEBI SAST Regulations 2011

CMA. CS. Sanjay Gupta ("PROUD TO BE AN INDIAN") (114215 Points)

04 April 2012

FREQUENTLY ASKED QUESTIONS

SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

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CMA. CS. Sanjay Gupta ("PROUD TO BE AN INDIAN") (114215 Points)
Replied 04 April 2012

Notification of SEBI (SAST) Regulations, 2011

Attached File : 149668 959817 notification of sebi sast regulations 2011.pdf downloaded: 873 times

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CMA. CS. Sanjay Gupta ("PROUD TO BE AN INDIAN") (114215 Points)
Replied 04 April 2012

Annual Disclosures
Descripttion	Compliance under Regulation
Annual disclosures of shareholding to Target Company by promoters, persons acting in concert & persons holding 25% or more of the voting capital of the Target Company.	30(1) and 30(2)

Transaction Specific Disclosures
Descripttion	Compliance under Regulation
Disclosure of details of acquisition of 5% or more voting rights to Target Company and Stock Exchanges where the shares of the target company are listed.	29(1)
Disclosure of details of acquisition or disposal of 2% or more of the voting rights to Target Company and Stock Exchanges where the shares of the target company are listed.	29(2)
Disclosure for shares encumbered/ invocation of encumbrance/ release of encumbrance.	31(1) / 31(2)

Offer Documents
Descripttion	Compliance under Regulation
Short Public Announcement	15(1)
Detailed Public Announcement to the shareholders of Target Company	15(2)
Issue Opening Advertisement to the Shareholders of Target Company	18(7)
Standard Format for Letter of Offer	16(1)
Disclosures by an Acquirer for shares/ voting rights acquired during the offer period	18(6)
Post Offer Advertisement	18(12)
Recommendations of the Committee of Independent Directors (IDC) on the Open Offer to the Shareholders of the Target Company	26(7)
Post-Open Offer Report	27(7)

Exemptions Formats
Descripttion	Compliance under Regulation
Intimation to Stock Exchanges in respect of acquisition pursuant to inter se transfer of shares amongst qualifying persons	10(5)
Intimation to Stock Exchanges in respect of acquisition from state-level financial institutions or their subsidiaries or companies promoted by them	10(5)
Intimation to Stock Exchanges in respect of acquisition of shares from a venture capital fund or a foreign venture capital investor	10(5)
Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10	10(6)
Report to SEBI in respect of Inter se transfer amongst immediate relatives	10(7)
Report to SEBI in respect of Inter se transfer amongst persons named as promoters in the shareholding pattern filed by the target company	10(7)
Report to SEBI in respect of Inter se transfer amongst a company and its affiliates as prescribed	10(7)
Report to SEBI in respect of Inter se transfer amongst persons acting in concert	10(7)
Report to SEBi in respect of Inter se transfer amongst shareholders of a target company who have been persons acting in concert as per conditions specified	10(7)
Report to SEBI for Acquisition of shares pursuant to arrangement not directly involving the target company, as a transferor company or as a transferee company	10(7)
Report to SEBI in acquisition of voting rights or preference shares carrying voting rights	10(7)
Report to SEBI in respect of acquisition of shares pursuant to CDR scheme	10(7)
Report to SEBI in respect of acquisition pursuant to Buy Back of shares	10(7)
Report to SEBI in respect of any acquisition of shares upto and beyond his entitlement, pursuant to a rights issue	10(7)
Report to SEBI in respect of any acquisition of shares in a target company from a venture capital fund or a foreign venture	10(7)

Formats under SEBI (Prohibition of Insider Trading) Regulations, 1992
Descripttion	Compliance under Regulation
Form A - Initial Disclosure on acquisition of more than 5% shares of any listed company	13 (1)
Form B - Initial Disclosure by director or officer of a listed company	13 (2)
Form B - Initial Disclosure by Promoter or Person who is part of Promoter Group of a listed company	13(2A)
Form C - Continual Disclosure by a person holding more than 5% shares in any listed company	13 (3)
Form D - Continual Disclosure by a director or officer of any listed company	13 (4)
Form D - Continual Disclosure by a Promoter or Person who is part of Promoter Group of a listed company.	13 (4A)
Schedule I -Model Code of Conduct for Prevention of Insider Trading for Listed Companies	12 (1)
Schedule II - Code of Corporate Disclosure Practices for prevention of Insider Trading	12 (2)