Regulation 16 - Buy-back through stock exchange - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

Buy-back through stock exchange 16. (i) The buy-back shall be made only on stock exchanges having nationwide trading terminals; 1 [Explanation : For the purpose of buy-back through stock exchange, a separate window shall be created by the concerned stock exchange and such window shall remain open for the period specified in these regulations. ] (ii) The buy-back of the shares or other specified securities through the stock exchange shall not be made from the promoters or persons in control of the company; (iii) The buy-back of shares or other specified securities shall be made only through the order matching mechanism except all or none order matching system; (iv) Disclosures, filing requirements and timelines of public announcement: a) The company shall appoint a merchant banker and make a public announcement as referred to in regulation 7 pertaining to tender offer; b) The public announcement shall be made within two working days from the date of passing the board of directors resolution or date of declaration of results of the postal ballot for special resolution, as relevant and shall contain disclosures as specified in Schedule IV ; 2 [ (c) The company shall, simultaneously with the public announcement made in terms of sub-clause (a), along with the fees specified in Schedule V , file a copy of the public announcement in electronic mode with the Board and the stock exchanges on which its shares or other specified securities are listed. ] 1 [ (ca) The stock exchanges shall forthwith disseminate the public announcement to the public. (cb) A copy of the public announcement shall be placed on the respective websites of the stock exchange(s), merchant banker and the company. ] d) The public announcement shall also contain disclosures regarding details of the brokers and stock exchanges through which the buy-back of shares or other specified securities would be made; Explanation: In case of the buy-back from open market, no draft letter of offer/ letter of offer is required to be filed with the Board. 1 [ (v) The buy-back through stock exchanges shall be undertaken only in respect of frequently traded shares; (vi) The buy-back through stock exchanges shall be subject to the restrictions on placement of bids, price and volume as specified by the Board. ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette. 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette. c) Simultaneously with the issue of such public announcement, the company shall file a copy of the public announcement with the Board along with the fees specified in Schedule V