Regulation 9 - Offer procedure - Securities and Exchange Board of India (Buy Back Of Securities) Regulations, 1998

Offer procedure 1 [9. (1) A company making a buyback offer shall announce a record date for the purpose of determining the entitlement and the names of the security holders, who are eligible to participate in the proposed buyback offer. (2) The letter of offer along with the tender form shall be dispatched to the security holders who are eligible to participate in the buyback offer, not later than five working days from the receipt of communication of comments from the Board. (3) 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. 2 [(3A). The acquirer or promoter shall facilitate tendering of shares by the shareholders and settlement of the same, through the stock exchange mechanism as specified by the Board.] (4) The offer for buy back shall remain open for a period of ten working days. (5) The company shall accept shares or other specified securities from the security holders on the basis of their entitlement as on record date. (6) 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. (7) After accepting the shares or other specified securities tendered on the basis of entitlement, shares or other specified securities left to be bought back, if any in one category shall first be accepted, in proportion to the shares or other specified securities tendered over and above their entitlement in the offer by security holders in that category and thereafter from security holders who have tendered over and above their entitlement in other category.] ******** 1 regulation 9 has been substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012.for the following: 9. (1) The offer for buy-back shall remain open to the members for a period not less than fifteen days and not exceeding thirty days. (2) The date of the opening of the offer shall not be earlier than seven days or later than thirty days after the specified date. (3) The letter of offer shall be sent to the security-holders so as to reach the security- holders before the opening of the offer. (4) In case the number of shares or other specified securities offered by the security-holders is more than the total number of shares or other specified securities to be bought back by the company, the acceptances per security-holders shall be equal to the acceptances tendered by the security-holders divided by the total acceptances received and multiplied by the total number of shares or other specified securities to be bought back. (5) The company shall complete the verifications of the offers received within fifteen days of the closure of the offer and the shares or other specified securities lodged shall be deemed to be accepted unless a communication of rejection is made within fifteen days from the closure of the offer. In the substituted regulation 9 above, the words security holders where ever occurring were substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999 w.e.f. 21-09-1999 for the words shareholders , the words shares or other specified securities where ever occurring were substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 2 Inserted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2015 w.e.f. 24-03-2015.