SEBI QIP, Open Offer and Buyback Advisory

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    SEBI QIP, Open Offer and Buyback Advisory — capital-market actions, executed cleanly

    QIPs, open offers and buybacks are the three high-impact capital-market actions a listed Indian company will execute — each governed by its own SEBI framework, each carrying specific pricing, disclosure and procedural requirements. Transique advises listed companies and promoter groups on all three — alongside the company’s merchant banker— to drive clean execution within the regulatory envelope.
    We sit on the issuer’s side of the table. We coordinate with the merchant banker and manage regulator interactions so that the promoters can stay focused on the business.

    When you need us
    • You are executing a QIP — an accelerated institutional-only primary raise.
    • You are triggering a mandatory open offer (25% thresholds, 5% creeping) under SEBI SAST Regulations.
    • You are executing a voluntary open offer — strategic, competing or defensive.
    • You are undertaking a buyback — tender-offer or open-market route — under SEBI Buyback Regulations.
    • You received a SEBI or exchange query on a prior capital-market action and need response support.
    What we deliver
    • QIP — placement-document review, pricing support, institutional-investor communications, SEBI / exchange filings.
    • Open Offer — public-announcement drafting, letter-of-offer coordination with SEBI-registered Merchant Banker (Manager to the Offer), SAST-compliant disclosures.
    • Buyback — public-announcement, letter-of-offer, escrow-account, settlement through the Stock Exchange mechanism.
    • Regulatory liaison — responses to SEBI observations on draft letters and filings.
    • Post-closure — settlement, extinguishment of shares (buyback), reporting.
    • LODR compliance throughout.
    Our approach
    • Structure scoping. Which instrument, which route, which timing.
    • Trigger or rationale analysis. For open offers, trigger analysis; for buybacks, purpose and quantum.
    • Public announcement, letter of offer, explanatory statement, board-and-shareholder resolutions.
    • Regulatory filings. SEBI and exchange submissions with query response.
    • Tendering / subscription mechanics; escrow management; settlement.
    • Post-closure. Extinguishment, reporting, compliance.
    Technical grounding
    • SEBI ICDR Regulations — QIP provisions (Chapter VI).
    • SEBI SAST Regulations — mandatory and voluntary open offers, creeping acquisitions.
    • SEBI PIT Regulations – Trading Window implication and possession of UPSI if any.
    • SEBI Buyback Regulations — tender offer and open market routes.
    • LODR Regulation 30 continuing disclosures.
    Frequently asked questions

    What triggers a mandatory open offer under SAST?

    Key triggers include: (1) acquisition of 25% or more of voting rights; (2) acquisition beyond annual creeping acquisition of 5% for promoter/shareholders holding more than 25%; (3) change in control irrespective of shareholding. Each trigger has open-offer obligations (size, pricing, timing).

    Can a QIP be executed without shareholder approval?

    SEBI ICDR requires special resolution approval for a QIP under Regulation 170. The resolution can be obtained through an EGM or postal ballot; once approved, the QIP can be executed within 12 months. A fresh resolution is required if not executed in that window.

    What is the difference between tender-offer and open-market buyback?

    Tender-offer buybacks use pro-rata acceptance from all shareholders at a fixed price. Open-market buybacks happen on the exchange at market prices with quantity and price caps. Tender-offer suits larger, price-sensitive buybacks; open-market suits opportunistic, smaller ones. Tax treatment of the two routes differs.

    How long does an open offer take from public announcement to settlement?

    Typically 60–70 working days from public announcement to consideration payment — subject to SEBI observation timelines. Our project plan maps every statutory milestone in writing at the kick-off.

    Ready to Unlock Your Business Value?

    At Transique Corporate Advisors, we specialise in guiding business owners, promoters, and CFOs through the SME IPO journey — from valuation to listing and beyond.

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