Section 11 in Securities And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers)Regulations, 1997
11. Consolidation of holdings
. - (1) No acquirer who, together with persons acting in concert with him, has acquired, in accordance with the provisions of law, [15 per cent or more but less than [fifty five per cent (55%)] [[Substituted for [not less than 10% but not more than 51%] by the SEBI (Substantial Acquisitionof Shares and Takeovers) (Amendment) Regulations, 1998, w.e.f. 28-10-98. ]]] of the shares or voting rights in a company, shall acquire, either by himself or through or with persons acting in concert with him, additional shares or voting rights entitling him to exercise more than [5% of the voting rights] [Substituted for ],[ with post acquisition shareholding or voting rights not exceeding fifty five per cent.,] [[Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Third Amendment)Regulations, 2009, w.e.f. 6-11-2009. ]] [in any financial year ending on 31st March] [Substituted for the words ] unless such acquirer makes a public announcement to acquire shares in accordance with the regulations.(2)[ No acquirer, who together with persons acting in concert with him holds, fifty-five per cent (55%) or more but less than seventy-five per cent (75%) of the shares or voting rights in a target company, shall acquire either by himself or through [or with] [Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment)Regulations, 2006, w.e.f. 26-5-2006. ] persons acting in concert with him any additional shares [entitling him to exercise voting rights] [Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment)Regulations, 2008, w.e.f. 31-10-2008. ] or voting rights therein, unless he makes a public announcement to acquire shares in accordance with these Regulations:Provided that in a case where the target company had obtained listing of its shares by making an offer of at least ten per cent (10%) of issue size to the public in terms of clause (b) of sub-rule (2) of rule 19 of the Securities Contracts (Regulation) Rules, 1957, or in terms of any relaxation granted from strict enforcement of the said rule, this sub-regulation shall apply as if for the words and figures `seventy-five per cent (75%)', the words and figures `ninety per cent (90%)' were substituted.][Provided further that such acquirer may, [notwithstanding the acquisition made under regulation 10 or sub-regulation (1) of regulation 11,] [Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment)Regulations, 2008, w.e.f. 31-10-2008. ] without making a public announcement under these Regulations, acquire, either by himself or through or with persons acting in concert with him, additional shares or voting rights entitling him upto five per cent. (5%) voting rights in the target company subject to the following:-(i)the acquisition is made through open market purchase in normal segment on the stock exchange but not through bulk deal /block deal/ negotiated deal/ preferential allotment; or the increase in the shareholding or voting rights of the acquirer is pursuant to a buy back of shares by the target company;(ii)the post acquisition shareholding of the acquirer together with persons acting in concert with him shall not increase beyond seventy five per cent.(75%).][***] [Provisos and explanation omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment)Regulations, 2006, w.e.f. 26-5-2006. ](2A)[ Where an acquirer who (together with persons acting in concert with him) holds fifty-five per cent (55%) or more but less than seventy-five per cent (75%) of the shares or voting rights in a target company, is desirous of consolidating his holding while ensuring that the public shareholding in the target company does not fall below the minimum level permitted by the Listing Agreement, he may do so [***] [Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment)Regulations, 2006, w.e.f. 26-5-2006. ] by making a public announcement in accordance with these regulations :Provided that in a case where the target company had obtained listing of its shares by making an offer of at least ten per cent (10%) of issue size to the public in terms of clause (b) of sub-rule (2) of rule 19 of the Securities Contracts (Regulation) Rules, 1957, or in terms of any relaxation granted from strict enforcement of the said rule, this sub-regulation shall apply as if for the words and figures `seventy-five per cent (75%)', the words and figures `ninety per cent (90%)' were substituted.](3)[ Notwithstanding anything contained in regulations 10, 11 and 12, in case of disinvestment of a Public Sector Undertaking, an acquirer who together with persons acting in concert with him, has made a public announcement, shall not be required to make another public announcement at the subsequent stage of further acquisition of shares or voting rights or control of the Public Sector Undertaking provided:-(i)both the acquirer and the seller are the same at all the stages of acquisition, and(ii)disclosures regarding all the stages of acquisition, if any, are made in the letter of offer issued in terms of regulation 18 and in the first public announcement.]Explanation.-For the purposes of regulation 10 and regulation 11, acquisition shall mean and include,-(a)direct acquisition in a listed company to which the regulations apply;(b)indirect acquisition by virtue of acquisition of [***] [The word ] companies, whether listed or unlisted, whether in India or abroad.
