With the objective of making the innovators growth platform (‘IGP’) more accessible to companies in view of the evolving start-up ecosystem, SEBI has, on May 5, 2021, introduced the following amendments to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (‘Takeover Regulations’) with immediate effect:

i.     the threshold for triggering an open offer for direct acquisition of shares or voting rights under Regulation 3 of the Takeover Regulations in case of a listed entity which has listed its specified securities on the IGP, and the threshold for entitlement to make a voluntary open offer under Regulation 6, will be 49% (instead of 25% applicable to listed entities in general).

ii.   the threshold for disclosure requirements under Regulation 29(1) of the Takeover Regulations by acquirers in case of a listed entity which has listed its specified securities on the IGP will be 10% (instead of 5% applicable to listed entities in general).

iii.  the disclosure requirements under Regulation 29(2) of the Takeover Regulations in relation to entities listed on the IGP will apply to persons who hold shares or voting rights entitling them to 10% or more of the shares or voting rights in the target company, and the threshold for the disclosure requirement in such a case will be a change in holding exceeding 5% from the last disclosure (instead of 5% and 2%, respectively, applicable to listed entities in general).

Additionally, SEBI has introduced a requirement for the committee of independent directors of the target company constituted under Regulation 26(6) of the Takeover Regulations, to disclose the voting pattern of the meeting in which the open offer proposal is discussed by the committee.