SEBI Takeover
Code (SAST), 2011
Twenty-two chapter notes covering SEBI’s Substantial Acquisition of Shares and Takeovers Regulations 2011 — the 25% trigger threshold for mandatory open offer, the creeping acquisition limits, the open offer size (26%), the offer price determination (highest price paid and VWAP formula), exemptions from the open offer obligation, and the role of the independent directors and the manager to the offer. Threshold first, open offer second, offer price third.
SAST — the investor-protection code for corporate takeovers.
The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 govern the acquisition of shares and voting rights in listed companies. The Code’s core purpose is to protect public shareholders in a takeover by ensuring that the acquirer makes a mandatory open offer — giving public shareholders the opportunity to exit at the offer price. The 2011 Code replaced the earlier 1997 Code, raising the trigger threshold from 15% to 25% and increasing the mandatory open offer size from 20% to 26%.
These notes anchor every chapter to its SAST Regulation. The most-tested Regulations are Regulation 3 (25% trigger for mandatory open offer), Regulation 7 (creeping acquisition limits), Regulation 8 (indirect acquisition), Regulation 13 (size of the open offer — 26%), Regulation 8 (offer price), Regulation 10 (exemptions from open offer obligation), and Regulation 26 (competing offers).
Each chapter is designed to be read in twelve to fifteen minutes and to leave the reader with the SAST Regulation number, the acquisition threshold, the open offer obligation, the offer price formula, and the leading authority.
How to read these notes
Start with the threshold.
Every SAST chapter begins with the acquisition threshold. What is the acquirer’s current holding? What is the proposed acquisition? Does the cumulative holding post-acquisition cross 25% (Regulation 3(1))? Does the acquisition by a holder between 25% and 75% exceed 5% in a financial year (Regulation 3(2))? These are the two threshold questions.
Calculate the offer price.
Every SAST question after the threshold asks: what is the minimum offer price? Regulation 8 prescribes the formula — the higher of: (a) the highest price paid by the acquirer for acquisitions in the 52 weeks preceding the public announcement, (b) the volume-weighted average price (VWAP) of shares in a specified period preceding the announcement, and (c) the per-share value of the target company on the highest parameters.
Test on the leading case.
If you can restate the holding of SEBI v. Akshya Infrastructure Pvt Ltd, Nirma Ltd v. SEBI, or Subhkam Ventures (I) Pvt Ltd v. SEBI in two sentences, you understand the chapter. If not, return to the statutory section and rebuild from there.
All 22 chapters, in 3 groups
Sequenced through the natural structure of the subject — every chapter sits in a doctrinal cluster.Thresholds & Open Offer Triggers
Regulations 3–8 — the core obligations
Regulation 3(1) the 25% trigger — crossing from below 25% to 25% or above mandates an open offer. Regulation 3(2) the creeping acquisition rule — acquisition of more than 5% in a financial year by a holder between 25% and 75% mandates open offer. Regulation 4 mandatory open offer for indirect acquisition. Regulation 7 creeping acquisition limits — a holder above 25% and below 75% may acquire up to 5% per financial year without triggering an open offer.
Introduction and Evolution from 1997 Regulations
SAST · 02Definitions — Acquirer, Person Acting in Concert, Target Company
SAST · 03Trigger for Open Offer (Regulation 3)
SAST · 04Substantial Acquisition — 25% Threshold
SAST · 05Creeping Acquisition (Regulation 3(2))
SAST · 06Indirect Acquisition (Regulation 5)
Offer Size, Price & Procedure
Regulations 13‑25 — the open offer mechanics
Regulation 13 minimum offer size of 26% of the total shares. Regulation 8 offer price formula — highest price paid in 52 weeks and VWAP formula. Regulation 13A upward revision of offer price. Regulation 15 public announcement and the detailed public statement. Regulation 18 the letter of offer. The manager to the offer and the escrow requirement. Regulation 22 completion of the open offer within 26 working days.
Voluntary Open Offer (Regulation 6)
SAST · 08Mandatory Open Offer Size (Regulation 7)
SAST · 09Offer Price Determination (Regulation 8)
SAST · 10Mode of Payment (Regulation 9)
SAST · 11Exemptions from Open Offer (Regulation 10)
SAST · 12General Exemptions (Regulation 11)
SAST · 13Disclosure Requirements (Regulation 29)
SAST · 14Letter of Offer and Public Announcement
SAST · 15Conditional Offer (Regulation 19)
Exemptions, Competing Offers & Wrap-Up
Regulations 10, 26–32 + reference
Regulation 10 exemptions from the open offer obligation — acquisitions pursuant to inter se transfer among promoters, gift, transmission, inheritance, government companies, rights issues. Regulation 11 exemptions requiring SEBI approval. Regulation 26 competing offers — where a competing offer is made within 15 days of a public announcement. The role of independent directors in recommending the offer. The post-offer obligations of the acquirer. The landmark SAT and Supreme Court decisions on SAST.