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SEBI Notification No.: SEBI/HO/ISD/ISD-PoD-2/P/CIR/2024/180
According to Clause 4(3)(b) of Schedule B, in conjunction with sub-regulation (1) of Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), the restrictions on the trading window will not apply to certain transactions. These include acquisitions through the conversion of warrants or debentures, participation in rights issues, further public offerings, preferential allotments, or tendering shares in a buy-back offer, open offer, delisting offer, or any other transactions undertaken in accordance with mechanisms specified by the Board from time to time.
In this context, SEBI, through Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/133 dated July 23, 2020, clarified that in addition to the transactions listed in Clause 4(3)(b) of Schedule B and Regulation 9 of the PIT Regulations, the trading window restrictions will also not apply to Offer for Sale and Rights Entitlement Transactions, provided they are carried out according to the framework specified by the Board from time to time.
It has been further decided that, in addition to the transactions mentioned in Clause 4(3)(b) of Schedule B and sub-regulation (1) of Regulation 9 of the PIT Regulations, as well as SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/133 dated July 23, 2020, the trading window restrictions will also not apply to the subscription of non-convertible securities, provided such subscriptions are conducted in accordance with the framework established by the Board from time to time.
Stock Exchanges have been instructed to inform all listed companies about the provisions of this circular and to publish the same on their websites.
This circular is issued under the authority granted by Section 11(1) of the Securities and Exchange Board of India Act, 1992, in conjunction with Regulations 4(3) and 11 of the PIT Regulations. It aims to protect the interests of investors in securities, promote market development, and regulate the securities market. This circular is effective immediately.
This circular is available on the SEBI website at https://www.sebi.gov.in/ under the “Legal → Circulars” section.
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