✓ Earlier, SEBI through its various circulars implemented the System Driven Disclosures in phases viz. Circular dated 1.12.2015, 21.12.2016, 28.05.2018 and 23.09.2020.
✓ Subsequently, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 were amended vide Gazette Notification dated August 13, 202, doing away with manual filing for most of the transactions with effect from April 01, 2022.
✓ Hence, transactions undertaken in the depository system under Regulation 29 and Regulation 31 of Takeover Regulations do not require manual filing except for the following transactions where manual disclosure shall continue to be filed:-
1. Listed companies who have not provided PAN of promoter(s) including member(s) of the promoter group to the designated depository or companies which have not appointed any depository as their designated depository.
2.Triggering of disclosure requirement due to acquisition or disposal of the shares, as the case may be, by the acquirer together with persons acting in concert (PACs).
3. Triggering of disclosure requirement in case the shares are held in physical form by the acquirer and/or PACs.
∆ Disclosure of encumbered shares- Capturing ultimate lender
✓ Promoters are required to file disclosures on reasons for encumbered shares manually to the stock exchanges as specified by SEBI Circular dated 05.08.2015 and Circular dated 07.08.2019.
✓ In terms of the SEBI Circular dated 24.07.2020, the depositories have put in place systems for capturing and recording all types of encumbrances including non-disposal undertakings (NDUs), asspecified under Regulation 28(3) of Takeover Regulations.
✓ To streamline the capture and dissemination of the information related to “encumbrances” and thus bring in more transparency, in consultation with the stock exchanges and depositories, it has been decided that:
i. All types of encumbrances as defined under Regulation 28 (3) of Takeover Regulations shall necessarily be recorded in the depository system.
ii. The depositories shall capture details of the ultimate lender along with name of the trustee acting on behalf of such ultimate lender such as banks, NBFCs, etc. In case of issuance of debentures, name of the debenture issuer shall be captured in the depository system.
iii. The depositories shall now capture the reasons for encumbrances in the depository system.
✓ The depositories shall also devise an appropriate mechanism to record all types of outstanding encumbrances in the depository system by June 30, 2022.
✓ Please click here to read SEBI Circular.
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