Regulation 29(1) vs 29(2): the two SAST formats

Regulation 29(1) vs 29(2) is the split that decides which SAST form an acquirer files. Both sit in the same regulation of the SEBI Takeover Regulations, both go to the stock exchanges and the company within two working days, and both use a near-identical table. They differ on what triggers them, on whether selling counts, and on one page of the form that the public never sees. This guide sets the two side by side. It is not investment advice.

What triggers each one

Regulation 29(1) applies to any acquirer, together with persons acting in concert, acquiring shares or voting rights which taken together aggregate to five per cent or more of the shares of the target company. They disclose their aggregate shareholding and voting rights. It is the arrival filing.

Regulation 29(2) applies to a person who, with persons acting in concert, already holds 5% or more. They disclose the number of shares or voting rights held and the change, where that change exceeds two per cent of total shareholding or voting rights, measured from the last disclosure made under either sub-regulation. The sub-regulation says explicitly that the disclosure is due even if the change results in the shareholding falling below five per cent, so the exit is reported as well as the entry.

A wording change is worth noting. The 2021 second amendment, effective 1 April 2022, substituted "Any person together" for "Any acquirer, who together" in 29(2), so the recurring obligation is framed around any person at the threshold rather than only someone characterised as an acquirer.

Where the two formats differ

The tables look alike: the same before, transaction and after blocks, the same five rows, the same number and percentage and diluted percentage columns. Four differences matter when reading a filing.

Part B. The Regulation 29(1) format has one, listing the target company, the acquirer and PAC names, promoter status and the PAN of the acquirer or PACs. Its note states that Part B shall be disclosed to the stock exchanges but shall not be disseminated. The Regulation 29(2) format has no Part B at all.

Acquisition or disposal. The 29(1) format is written for acquisitions only, and its middle block is headed "Details of acquisition". The 29(2) format reads "acquisition / disposal" and "acquisition / sale" throughout, with rows for shares carrying voting rights acquired or sold.

The encumbrance row. In the 29(1) middle block it reads "shares in the nature of encumbrance (pledge / lien / non-disposal undertaking / others)". In the 29(2) middle block it reads "shares encumbered / invoked / released by the acquirer", naming the two ways an encumbrance unwinds.

Salient features. The 29(1) format asks for the salient features of the securities acquired, including time till redemption and the conversion ratio into equity shares. The 29(2) format drops that field.

The 29(2) format also names off-market alongside open market in its list of modes of acquisition or sale, where the 29(1) list runs open market, public issue, rights issue, preferential allotment, inter-se transfer and encumbrance.

What both share

Both carry the same two footnotes. Total share or voting capital is taken from the company's latest filing to the stock exchange, and diluted share or voting capital means total shares assuming full conversion of outstanding convertibles and warrants. Both were re-published in June 2021 with those footnotes unchanged.

Both are filed within two working days under Regulation 29(3), counted from receipt of intimation of allotment, or from the acquisition or the disposal, and both go to every stock exchange where the shares are listed and to the target company at its registered office.

Both are also caught by Regulation 29(4), which treats shares taken by way of encumbrance as an acquisition and shares given on release as a disposal. And under SEBI's system driven disclosure mechanism, transactions that trip the Regulation 29 thresholds on an individual basis are generated from depository and exchange data rather than filed by hand, with manual disclosure still required for specified cases including encumbrance and shares held in physical form. See what are system driven disclosures.

Picking the right one when reading

If the filing shows a holding arriving at or above 5% with no prior position at that level, and it has a "salient features" line, it is a 29(1). If it shows a holder already above 5% moving by more than 2% in either direction, or a holding falling back below 5%, it is a 29(2).

For the field-by-field walk through either form, see how to read a SAST disclosure. For the thresholds in plain terms, see what is a SAST disclosure, and for the annual filing that these two outlived, see SAST Regulation 30.

Flock reads Indian takeover disclosures alongside shareholding patterns and US filings, each figure dated and linked to its source. What the data means for your money is your call to make.