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SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) (SECOND AMENDMENT) REGULATIONS, 2018

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..... rred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) , the Board hereby makes the following Regulations to further amend the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 , namely: 1. These regulations may be called the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 , (1) in regulation 2 : (a) in sub-regulation (1), in .....

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..... on (1) will not suffice (b) sub-regulation (3) shall be substituted with the following, namely:- (3) In the event of failure of the delisting offer made under sub-regulation (1), the open offer obligations shall be fulfilled by the acquirer in the following manner: (i) the acquirer, through the manager to the open offer, shall within five working days from the date of the announcement under sub-regulation (2), file with the Board, a draft of the letter of offer as specified in sub-regulation (1) of regulation 16; and (ii) shall comply with all other applicable provisions of these regulations. Provided that the offer price shall stand enhanced by an amount equal to a sum determined at the rate o .....

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..... 3 (18 of 2013) . (6) in regulation 10 ,- (a) the words listing agreement , wherever occurring, shall be substituted by the words listing regulations or as the case may be, the listing agreement. (b) in sub-regulation (1), in clause (a), after sub-clause (iii) and before sub-clause (iv), the following explanation shall be inserted, namely:- Explanation: For the purpose of this sub-clause, the company shall include a body corporate, whether Indian or foreign. (c) in sub-regulation (1), in clause (h), the words and figures sub-section (2) of section 87 of the Companies Act, 1956 (1 of 1956) shall be substituted by the words and figures sub-section (2) of section 47 of the Companies Act, 201 .....

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..... rking days shall be substituted by the words one working day . (9) in regulation 20 , in sub-regulation (9), in the proviso, the words three working days shall be substituted by the words one working day . (10) in regulation 22 , in sub-regulation (2), the words one hundred per cent of the shall be substituted by the words the entire . (11) in regulation 24 , in sub-regulation (1), in the first proviso, the words one hundred per cent of the shall be substituted by the words the entire . (12) in regulation 29 , in sub-regulation (3), after the words or the acquisition and before the words of shares or voting rights , the words or the disposal shall be inserted. (13) in regulat .....

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..... Shares and Takeovers) (Amendment) Regulations, 2015 vide No. LAD-NRO/GN/2014-15/28/542. (e) May 5, 2015 by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2015 vide No. SEBI/LAD-NRO/OIAE/GN/2015-16/004. (f) August 14, 2015 by the SEBI (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2015 vide No. SEBI/LAD NRO/GN/2015-16/009. (g) December 22, 2015 by the SEBI (Substantial Acquisition of Shares and Takeovers) (Fourth Amendment) Regulations, 2015 vide No. SEBI/LAD-NRO/GN/2015-16/026. (h) February 17, 2016 by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2016 vide No. SEBI/LAD-NRO/GN/2015-16/03 .....

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