(1)

Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregating to five per cent or more of the shares of such target company, shall disclose their aggregate shareholding and voting rights in such target company in such form as may be specified.

(2)

[ Any person, who together with persons acting in concert with him, holds shares or voting rights entitling them to five per cent or more of the shares or voting rights in a target company, shall disclose the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below five per cent, if there has been change in such holdings from the last disclosure made under sub-regulation (1) or under this sub-regulation; and such change exceeds two per cent of total shareholding or voting rights in the target company, in such form as may be specified.] [Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013. Prior to its substitution, sub-regulation (2) read as under: '(2) Any acquirer, who together with persons acting in concert with him, holds shares or voting rights entitling them to five per cent or more of the shares or voting rights in a target company, shall disclose every acquisition or disposal of shares of such target company representing two per cent or more of the shares or voting rights in such target company in such form as may be specified.']

(3)

The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within two working days of the receipt of intimation of allotment of shares, or the acquisition [or the disposal] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/33, dated 11.9.2018 (w.e.f. 23.9.2011).] of shares or voting rights in the target company to,-

(a) every stock exchange where the shares of the target company are listed; and

(b) the target company at its registered office.

(4)

For the purposes of this regulation, shares taken by way of encumbrance shall be treated as an acquisition, shares given upon release of encumbrance shall be treated as a disposal, and disclosures shall be made by such person accordingly in such form as may be specified:

Provided that such requirement shall not apply to a scheduled commercial bank or public financial institution [or a housing finance company or a systemically important non-banking financial company] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/55, dated 28.12.2018 (w.e.f. 23.9.2011).] as pledgee in connection with a pledge of shares for securing indebtedness in the ordinary course of business.

[Explanation. - For the purpose of this sub-regulation, -

A. a "housing finance company " means a housing finance company registered with the National Housing Bank for carrying on the business of housing finance and is either deposit taking or having asset size worth rupees five hundred crores or more; and

B. a "systemically important non-banking financial company " shall have the same meaning as assigned to it in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.]