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Introduction of Definition of Small Shareholder and working day: |
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“Small shareholder” means a shareholder of a listed company, who holds shares or other specified securities whose market value, on the basis of closing price of shares or other specified securities, on the recognised stock exchange in which highest trading volume in respect of such security, as on record date is not more than two lakh rupee.
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“Working day”means any working day of the Board.
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| II. |
No requirement to give Public Notice in case of Buy back authorised by Board Resolution. |
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Only the copy of the Board Resolution shall be filed with SEBI and the Stock Exchanges within 2 working days of the date of the passing of the resolution.
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| III. |
Buy-Back through Tender Offer |
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Reservation for the Small Shareholder in Buy-Back through Tender Offer
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In case of Buy-back through tender offer, 15% of the number of securities which the company proposes to buy back or number of securities entitled as per their shareholding, whichever is higher shall be reserved for small shareholders.
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Time specified for making Public Announcement
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The Public Announcement for buyback of shares shall be made within 2 working days from the date of Special Resolution or Board Resolution, as the case may be, in at least one English National Daily, one Hindi National Daily and a Regional language daily all with wide circulation at the place where the Registered office of the company is situated.
Further, a copy of the Public Announcement along with soft copy shall also be submitted with SEBI through Merchant Banker.
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Submission of draft Letter of Offer with SEBI within 5 working days instead of earlier 7 working days along with soft copy of the same.
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Modification in the Offer procedure for Buyback through Tender Offer
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1.
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Announcement of record date.
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2.
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Dispatch of Letter of Offer not later than 5 working days from the receipt of communication of comments from the SEBI.
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3.
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The date of the opening of the offer shall be not later than five working days from the date of dispatch of letter of offer.
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4.
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The offer for buy back shall remain open for a period of 10 working days.
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5.
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The shares proposed to be bought back shall be divided in to two categories; (a) reserved category for small shareholders and (b) the general category for other shareholders, and the entitlement of a shareholder in each category shall be calculated accordingly.
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SEBI may give its comments on the draft letter of offer not later than 7 working days of the receipt of the draft letter of offer. The period of issuance of comments shall be extended to the seventh working day from the date of receipt of satisfactory reply to the clarification or additional information sought, in the event the SEBI has sought clarifications or additional information from the merchant banker to the buyback offer.
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| IV. |
Buy-Back through Tender Offer/Book Building |
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Verifications of offers received and payment of consideration to those security holders whose offer has been accepted or return of shares or other specified securities to the security holders within 7 working days of the closure of the offer.
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| V. |
Omission of Schedule I, which prescribed the Contents of Explanatory Statement to be annexed with the Notice of General Meeting for the approval of Buyback. Now the Explanatory Statement shall contain the disclosures as prescribed under newly inserted Part A of Schedule II which are similar to the contents as prescribed under the Omitted Schedule I. |
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| VI. |
The Public Announcement in case of Buyback through Tender Offer and Book Building shall contain the disclosures as prescribed under newly inserted Part A of Schedule II. |
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| VII. |
The Public Announcement in case of Buyback through Open Market shall contain the disclosures as prescribed under newly inserted Part A and Part B of Schedule II. |
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| VIII. |
Substitution of Schedule III (Disclosures to be made in the Letter of Offer) |
