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SEBI (Buy-Back of Securities) (Second Amendment) Regulations, 2024

Notification No:  SEBI/LAD-NRO/GN/2024/210

Notification date: 20th November, 2024

Relevant Act/Rules: SEBI (Buy-Back of Securities) Regulations, 2018
 
Relevant Regulations: Regulation 4(ii), 17, 24, Schedule II, III and IV
 
SEBI notified SEBI (Buy-Back of Securities) (Second Amendment) Regulations, 2024 on 20th November, 2024. The said amendment shall be effective from the date of publication in the Official Gazette, i.e.20th November, 2024. Major amendments notified are revisions to disclosure requirements, entitlement calculations, and the definition of the “record date.” 
The amendments can be further summarised as follows:
 
a) In Regulation 4(ii), clause a and b, the words “sets out a lower amount” have been replaced with “is lower” to improve clarity in financial assessments. 
b)  A new proviso has been added to Regulation 4(iv), after clause(a) as follows:
   –  “Provided that in case any member of the promoter / promoter group has declared its intention to not participate in the buy-back, the shares held by such member of the promoter / promoter group shall not be considered for computing the entitlement ratio.”
 
c) In regulation 17, in sub-regulation (ii), the words “record date” shall be substituted by the words “date of public announcement
d)  In regulation 24, in sub-regulation (i), in clause (b), after the words “made under these regulations” and before the symbol “;”, the symbol and words “, except in discharge of subsisting obligations through conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity shares” shall be inserted; and  after the existing clause, a new proviso shall be inserted whereby the public announcements henceforth are required to disclose subsisting obligations and their impact

e) Amendments to Schedules II, III, and IV introduce new content requirements, such as specifying entitlement ratios, providing links to the Registrar and Share Transfer Agent websites, and detailing the impact of subsisting obligations on the cover pages of offer letters.

Notification Link: https://www.sebi.gov.in/legal/regulations/nov-2024/securities-and-exchange-board-of-india-buy-back-of-securities-second-amendment-regulations-2024_88680.html

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