Regulation 6 - Voluntary Offer - Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Voluntary Offer. 6. (1) An acquirer, who together with persons acting in concert with him, holds shares or voting rights in a target company entitling them to exercise twenty-five per cent or more but less than the maximum permissible non-public shareholding, shall be entitled to voluntarily make a public announcement of an open offer for acquiring shares in accordance with these regulations, subject to their aggregate shareholding after completion of the open offer not exceeding the maximum permissible non-public shareholding: Provided that where an acquirer or any person acting in concert with him has acquired shares of the target company in the preceding fifty-two weeks without attracting the obligation to make a public announcement of an open offer, he shall not be eligible to voluntarily make a public announcement of an open offer for acquiring shares under this regulation: 1 [ The relaxation from the first proviso is granted till March 31, 2021. ] Provided further that during the offer period such acquirer shall not be entitled to acquire any shares otherwise than under the open offer. (2) An acquirer and persons acting in concert with him, who have made a public announcement under this regulation to acquire shares of a target company shall not be entitled to acquire any shares of the target company for a period of six months after completion of the open offer except pursuant to another voluntary open offer: Provided that such restriction shall not prohibit the acquirer from making a competing offer upon any other person making an open offer for acquiring shares of the target company. (3) Shares acquired through bonus issue or stock splits shall not be considered for purposes of the dis-entitlement set out in this regulation. 2 [ (4) For the purpose of this regulation, any reference to twenty-five per cent in case of listed entity which has listed its specified securities on Innovators Growth Platform shall be read as forty-nine per cent . ] ************* NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/14 dated 16-06-2020 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/19 dated 05-05-2021