Oct 19, 2023

SAT Holds That Open Offer Obligation is Triggered at Time of Acquisition of Convertible Securities and Not at Conversion

The Securities Appellate Tribunal (‘SAT’) in Reliance Industries Holding Private Limited v. SEBI,[1] has held that with respect to convertible securities, the obligation to make an open offer under Regulation 11(1) under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (‘1997 Regulations’) is triggered at the time of acquisition of such securities and not at the time of conversion of such securities into equity shares. SAT further held that the 1997 Regulations do not have retrospective effect.

[1] Reliance Industries Holding Pvt. Ltd. v. SEBI, 2023 SCC OnLine SAT 402.




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