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Which transaction can trigger an open offer under regulation 4 of the SEBI Takeover Regulations even without an acquisition of shares or voting rights, assuming no exemption applies?

Question and options

Which transaction can trigger an open offer under regulation 4 of the SEBI Takeover Regulations even without an acquisition of shares or voting rights, assuming no exemption applies?

  1. An increase in the target’s authorised share capital without a change in control

  2. A purchase of listed debt without management rights

  3. An acquisition of a non-controlling small stake

  4. An acquisition of control over the listed target

Answer and explanation

Correct answer: D - An acquisition of control over the listed target

Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 requires a public announcement of an open offer by anyone who directly or indirectly acquires control over a target company, whether or not shares or voting rights are acquired. A small stake below the regulation 3 thresholds, listed debt without management rights, or a mere increase in authorised capital does not by itself trigger an offer.

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More solved explanations in SEBI Act, 1992 & Securities Appellate Tribunal