Regulation 17 - Buy-back through book building - Securities and Exchange Board of India (Buy Back Of Securities) Regulations, 1998

Buy-back through book building 17. A company may buy-back its 1 [shares or other specified securities] through the book-building process as provided hereunder: (1) (a) The special resolution referred to in regulation 5 2 [or the resolution passed by the Board of Directors at its meeting, as referred to in regulation 5A] shall specify the maximum price at which the buy-back shall be made. (b) The company shall appoint a merchant banker and make a public announcement as referred to in regulation 8. (c) The public announcement shall be made at least seven days prior to the commencement of buy-back. (d) Subject to the provisions of sub-clauses (i) and (ii) the provisions of regulation 10 shall be applicable : (i) The deposit in the escrow account shall be made before the date of the public announcement. (ii) The amount to be deposited in the escrow account shall be determined with reference to the maximum price as specified in the public announcement. (e) A copy of the public announcement shall be filed with the Board within two days of such announcement along with the fees as specified in Schedule IV. (f) The public announcement shall also contain the detailed methodology of the book-building process, the manner of acceptance, the format of acceptance to be sent by the 3 [security-holders] pursuant to the public announcement and the details of bidding centres. (g) The book-building process shall be made through an electronically linked transparent facility. (h) The number of bidding centres shall not be less than thirty and there shall be at least one electronically linked computer terminal at all the bidding centres. (i) The offer for buy-back shall remain open to the 4 [security-holders] for a period not less than fifteen days and not exceeding thirty days. (j) The merchant banker and the company shall determine the buy-back price based on the acceptances received. (k) The final buy-back price, which shall be the highest price accepted shall be paid to all holders whose 5 [shares or other specified securities] have been accepted for buy-back. (2) The provisions of 6 [sub-regulation (2) of regulation 11] pertaining to verification of acceptances and the provisions of regulation 11 pertaining to opening of special account and payment of consideration shall be applicable mutatis mutandis. ******** 1 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, 2001, w.e.f. 28-11-2001. 3 Substituted for the word shareholders by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 4 Substituted for the word shareholders by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 5 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. 6 Substituted for the words sub-regulation (5) of regulation 9 by the by the by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012.