SEBI Revises Share Buyback Norms
SEBI provides more clarity on the requirement to make public announcements
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The Securities and Exchange Board of India has revised the regulations for share buyback to provide more clarity on the requirement to make public announcements.
The market regulator, separately, said credit rating agencies will not carry out any activity other than the rating of securities offered through public or rights issue. Besides, any activity, other than the rating of financial instruments and economic or financial research, will have to be hived off by the CRA into a separate entity within two years.
The review of the current buyback norms has been done to simplify the language, remove inconsistencies and update the references to the new Companies Act that came into force in April 2014.
In a notification issued on Sept. 11, SEBI said the definition of buyback period and clarity on the requirement to make public announcement for the offer after declaration of postal ballot results has been provided in the amended regulations. An explanation for ‘free reserves’ in-line with Companies Act, 2013 is part of the new framework, it added.
As per the notification, buyback period is defined as the time between date of authorisation for buyback by a company’s board of directors and the date on which the payment is made to shareholders who have accepted the offer.
Another change is with regard to filing requirements and time for public announcements. Now, a company authorised to do the buyback of shares, will have to make a public announcement within two working days of its declaration.
A company can undertake buyback of shares out of its free reserves and securities premium account, among others. However, buybacks cannot be made out of the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities. Free reserves include securities premium account.
Clarity has also been provided on timelines with respect to various requirements under buyback regulations. The new regulations pertaining to buyback and credit rating agency came into effect from Sept. 11.
Earlier this year, a discussion paper on new buyback regulations was issued in March this year. More than 150 comments were received from various entities on the discussion paper and after taking them into consideration, the revised buyback regulations have been prepared.