(i) Subject to the provisions of sub-regulation (ii) and (iii), the provisions of regulation 11 pertaining to the extinguishment of certificates for tender offers shall apply for extinguishment of certificates under this Chapter.
(ii) The company shall complete the verification of acceptances within fifteen days of the payout.
(iii) The company shall extinguish and physically destroy the securities certificates so bought back during the month in the presence of a Merchant Banker and the Statutory Auditor, on or before the fifteenth day of the succeeding month:
Provided that the company shall ensure that all the securities bought-back are extinguished within seven days of expiry of buy-back period.
Buy-back through book building
22. A company may buy-back its shares or other specified securities through the book-building process as provided hereunder:
(i) The Special resolution or the board of directors resolution, as the case may be, shall be passed in accordance with regulation 5.
(ii) Disclosures, filing requirements and timelines for public announcement:
(a) The company shall appoint a merchant banker and make a public announcement as referred to in regulation 7.
(b) The disclosures in the public announcement shall also be in accordance with Schedule II.
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(c) The public announcement shall be made at least seven days prior to the commencement of buy-back.
(iii) Subject to the provisions of clause (a) and clause (b) of this subregulation, the provisions of sub-regulation (xi) of regulation 9 shall apply:
(a) The deposit in the escrow account shall be made before the date of the public announcement.
(b) The amount to be deposited in the escrow account shall be determined with reference to the maximum price as specified in the public announcement.
Explanation: The cash component of the escrow account may be maintained in terms of the Explanation to clause
(c) of sub-regulation (xi) of regulation 9.
(iv) A copy of the public announcement shall be filed with the Board within two days of such announcement along with the fees as specified in Schedule V.
(v) The public announcement shall also contain the detailed methodology of the book-building process, the manner of acceptance, the format of acceptance to be sent by the securities holders pursuant to the public announcement and the details of bidding centres.
(vi) The book-building process shall be made through an electronically linked transparent facility.
(vii) The number of bidding centers shall not be less than thirty and there shall be at least one electronically linked computer terminal at all the bidding centers.
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(viii) The offer for buy-back shall remain open to the securities holders for a period not less than fifteen days and not exceeding thirty days.
(ix) The merchant banker and the company shall determine the buy-back price based on the acceptances received.
(x) The final buy-back price, which shall be the highest price accepted shall be paid to all holders whose shares or other specified securities have been accepted for buy-back.
(xi) The provisions of sub-regulation (ii) of regulation 10 pertaining to verification of acceptances and the provisions of regulation 10 pertaining to opening of special account and payment of consideration shall be applicable mutatis mutandis.
Extinguishment of certificates
23. The provisions pertaining to extinguishment of certificates for tender offer shall be applicable mutatis mutandis to the buy-back through book building.
CHAPTER V GENERAL OBLIGATIONS Obligations of the company for all buy-back procedure: