No Open Offer Required Under Takeover Norms if Promoter’s Holding Doesn’t Increase Post-CCDs and CCPS Conversion | SEBI Informal Guidance
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- Last Updated on 24 April, 2025
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SEBI Informal Guidance No. SEBI/HO/CFD/PoD-1/OW/P/2025/2126/1, Dated: 22.01.2025
A listed company sought informal guidance on whether preferential allottees must make an open offer disclosure under Reg 3(2) of the Takeover Regulations upon converting CCDs and CCPS into equity shares. The conversion would result in a 0.96% reduction in shareholding for FY 2026-2027. SEBI clarified that since the conversion would not increase the shareholding of the promoter and its group by 5% and would reduce it, preferential allottees are not required to make an open offer.
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