Amendment to SEBI Buy-Back Regulations

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Nov 29, 2024

Amendment to SEBI Buy-Back Regulations

The Securities and Exchange Board of India (‘SEBI’) has, by way of the SEBI (Buy-Back of Securities) (Second Amendment) Regulations, 2024 (‘Second Amendment’) made certain amendments in the SEBI (Buy-Back of Securities) Regulations, 2018 (‘Buy-Back Regulations’). The key provisions of the Second Amendment Regulations are summarised below:

Key Provisions	Particulars
*Calculation of Entitlement Ratio in Buy-Backs by way of Tender Offer Route*	In the event that any promoter / promoter group has communicated its intention to not participate in the buy-back, the shareholding of such promoter / promoter group will not be considered for computing the entitlement ratio.
*Issue of Securities Before Completion of Buy-Back*	Issuance of securities of the company, until the expiry of the buy-back period, are permitted if such issuance is towards discharge of a subsisting obligation of the company in the nature of warrants, stock option schemes, sweat equity or conversion of preference shares / debentures into equity shares. However, the details and potential impact of such issuance of such subsisting obligations are required to be disclosed in the public announcement.
*Additional Disclosure Requirements*	SEBI has made it mandatory to disclose the entitlement ratio for the small and general shareholders and the web-link to the website of the Registrar (for checking the entitlement), on the cover page of the letter of offer.

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