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Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting

1. SEBI (Buy Back of Securities) Regulations, 1998 (hereinafter referred to as Buy
Back Regulations), SEBI(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 (hereinafter referred to as “Takeover Regulations”),
SEBI(Delisting of Equity Shares) Regulations, 2009 (hereinafter referred to as
“Delisting Regulations”) were amended vide notification dated March 24, 2015 to
facilitate tendering of shares by the shareholders and settlement of the same,
through the stock exchange mechanism as specified by the Board.

2. After due deliberations and consultations with the market participants, the
procedure for tendering and settlement of shares through stock exchange is
specified in Annexure-1.

3. Applicability

a. This circular shall be applicable to all the offers for which Public
Announcement is made on or after July 01, 2015.
b. For all impending offers, acquirer/ promoter/ company shall have the option to
follow this mechanism or the existing one.

In case an acquirer or any person acting in concert with the acquirer who
proposes to acquire shares under the offer is not eligible to acquire shares
through stock exchange due to operation of any other law, such offers would
follow the existing ‘tender offer method’.

In case of competing offers under Regulation 20 of the Takeover Regulations,
in order to have a level playing field, in the event one of the acquirers is
ineligible to acquire shares through stock exchange mechanism, then all
acquirers shall follow the existing ˜tender offer method™.

4. Stock Exchanges shall take necessary steps and put in place necessary
infrastructure and systems for implementation of the mechanism and to ensure
compliance with requirements of this circular.

5. This Circular is being issued in exercise of the powers conferred under section 11
(1) of the Securities and Exchange Board of India Act, 1992 read with regulation
13(1A) of Delisting Regulations, regulation 9(3A) of Buy Back Regulations,
regulation 18(6A) of Takeover Regulations as amended.

6. This Circular along with the Annexure is available on the SEBI website at
www.sebi.gov.in under the category “Legal framework”.

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