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Buyback of Shares - A complete Guide

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  •  Buyback of Shares - A complete Guide

    The main focus of this article is to make short-term investors aware of the buyback process in general and how to make a profit out of it.

    The term "Buyback" is gaining popularity after announcements of buyback by IT majors like Cognizant, TCS, Wipro, Infosys. Whether you are a long term investor in the company or planning to buy shares for the short term to take part in a buyback, you can make a decent return in both cases.

    Anyone who is holding the stock for the long term and has a net holding of Rs 2 lakh and less, buyback makes a lot of sense. If you are someone who is planning to buy shares now, then buyback leaves you with a good return in around 3 months (times it takes to complete the buyback through tender offer). In Buyback with the tender offer, the Registrar decides on how much % of the shares will be bought back depending on the volume of the buyback. This is called the acceptance ratio. If 100% of the shares are not bought back, then also investors can get a good return but a bit lower. Also, one has to pay short-term taxes if buying shares now and selling before a year.

    Meaning of Buy-back of Shares

      When a company repurchase its outstanding shares from the open market by either of the two ways- tender offer or through open market, the process is called Stock Buyback or Shares Buyback. It is also known as Shares Repurchase. The company usually buy its own outstanding stocks or outstanding equity from the existing shareholders in exchange for the cash. Such transactions are legal and generally monitored by SEBI. Buyback has 15% reserved for retail investor with less than 2 lakh worth of holdings and 85% for non-retail investors which include promoters, MF, FII, DII etc.

      Buybacks can be carried out in two ways:

      Tender Offer Buyback

        In this process, shareholders are presented with a tender offer where they have the option to submit or tender a portion or all of their shares within a given time frame and at a premium to the current market price. This premium compensates investors for tendering their shares rather than holding on to them. In the tender offer, these three things are pre-specified:

        • Buyback Price
        • Duration of the offer
        • Number of shares sought by company

        If the number of shares tendered exceeds the number sought, then the company purchases less than all shares tendered at the purchase price on a pro rata basis to all who tendered at the purchase price. This is called as proportionate buyback. If the number of shares tendered is below the number sought, the company may choose to extend the offer’s expiration date.

      Open Market Buyback

        In this process, the company buys shares up to a certain number not necessarily the whole announced quantity through the open market over an extended period of time and may even have an outlined share repurchase program that buys back shares at certain times or at regular intervals. The maximum price is fixed and the buyback can be done upto or below that particular price, not beyond.

    Reasons why the company offer Shares Buyback

    Following are the reasons why the company repurchase its own shares:

    • It reduces the number of shares held by the public, thus the earnings per share increases even if profit of the company remains the same.
    • It supports the share price during periods of sluggish market conditions.
    • Buyback helps to take advantage of undervaluation. The company repurchase the currently undervalued shares, wait for the market to correct the undervaluation whereby prices increase in the intrinsic value of the equity, and re-issue them at a profit.
    • Share Buyback helps reducing the cost of capital. Buying back some or all of the outstanding shares can be a simple way to pay off investors and reduce the overall cost of capital instead of paying the dividends which is a cost of equity.
    • Companies also more readily repurchase shares at a profit when the stock is liquidly traded and the companies activity is less likely to move the share
    • Share repurchases also allow companies to distribute their earnings to investors without inflicting them with taxation.
    • Share repurchases avoid the accumulation of excessive amounts of cash in the corporation.

    Benefits a retail investor gets from Buyback

      Buyback would lead short term or long term gain depending upon what type of investor you are.

      Long term investor

        Long term investor can sell their holding via tender offer and in cash the profit from this opportunity when the company is buying shares at higher prices. If you have shares lying in your account for more than a year, then the long-term capital gains generated from buyback will be tax-free same as selling long-term holdings in the open market.

      Short term investor

        Short-term investors can make quick money by making a fresh position right before a scheduled buyback. The short-term investor can start accumulating stocks when buyback is announced/approve of the company. Retail Investors are allowed to tender a max of Rs 2 lakhs in the buyback process. Usually, the buyback price of the stock is 10 to 15% higher than the market price. Still, you need to carefully consider the offer price, before tendering your shares under buybacks, because you stand to gain only if the buyback offer price is significantly higher than the prevailing market price and the quantum of the buyback amount is substantial. Remember, you need to pay 15% tax on the short term capital gain.

      Example: TCS recently announced buyback when the stock price of TCS was 2350 Rs per share and the buyback offer price was 2850 Rs, in this example, if you are holding TCS shares or able to accumulate TCS share worth of INR 2 Lacs in your account on and before offer date, depend on buyback quantity approved by the registrar you can get Rs 500 per share. Sometimes, due to over-subscription, there is a chance that only 50% or 30% of your shares would be buyback and you would be holding the rest. There is a little chance of this happening but we want you to know the risk before taking any decision of whether you should go ahead with the buyback.

      There is a flip side of buyback when the market price of the stock is higher than the offer price, in such case selling the stock at market rather than tendering it for the buyback will be beneficial for investors.

    Portion of shares that can be bought back from Retail Investors

      15 % of the buyback shares are bought back from retail investors and 85% is reserved for the non-retail investor which includes promoters, MF, FII, DII, etc. In most of the recent buybacks, the retail portion is under-subscribed, leading to a 100% acceptance ratio.

      When a company announces the number of shares they want to buy back, Of which 15% is only bought back from small investors with less than 2 lakh worth of holding. But like a lot of people who are aware of the buyback offer, many retail investors start accumulating shares of the company before the buyback date is announced. So it is a possibility that the number of shares held by the small investor could be more than 15%. In such a case, due to the over-subscription of shares, proportionate buyback happens. So there are chances that only 50% or 30% would be brought back and you would end up holding the rest.

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    The company either retires the repurchased shares or keeps them as treasury stock available for re-issuance.


      Both dividend and buyback are the ways company reward or pay back to its shareholders.

      When it's come to dividend, its make the market expectation that the company will try to maintain or raise the dividend over time, however buybacks is one kind of reward for shareholders without committing the repeating nature.

      Buybacks can also be more profitable for corporate executives than dividends. Executives which are rewarded the stock options doesn't get a dividend, but they can benefit from a buyback that pushes up the near-term or long-term stock price.

      Buybacks can also be rewarding to shareholders if the company's stock is undervalued. But if the stock is overvalued, buybacks can be a waste of money.


    • Board Meeting approves the proposal of buyback : This is the company’s internal meeting where the board of directors passes a resolution for buyback of shares.
    • Public announcement for Buyback: Company has officially made a public announcement of all the material information within two working days from the date of the resolution in at least one English National Daily, one Hindi National Daily and a Regional language daily.
    • Copy of public announcement is submitted to SEBI.
    • Record Date for determining the Buyback Entitlement and the names of Eligible Shareholders: A company making a buyback offer, announce a record date for the purpose of determining the entitlement and the names of the security holders, who are eligible to participate in the proposed buyback offer. It is especially important for short term gainers to buy and keep the company shares in their demat account by or before this date. Only the stocks which are available to investors account on the record date will be eligible for buyback process.
    • Post record date, Registrar validates the entity of holding in the demat account and communicate to the respective holders about the number of shares eligibility and other process. The offer for sale and tender forms will then be available online on your broker’s website.
    • Date of Opening of the Buyback Offer: Investors are allowed to submit the tender form within the period of opening and closing of the buyback offer. The offer for buy back usually remains open for a period of ten working days. You can submit the form online through your broker’s website (ICICI Direct, Zerodha, ProStocks) or call your broker to place your holding under OFS. If an investor doesn’t want to participate in buyback offer, no action is required and their holding is safe in the demat account and can be sold in the open market.
    • Date of Closing of the Buyback Offer: This is the last date to participate in buyback process. If you buy shares immediately after the buyback announcement, and the buyback price is not much higher than the prevailing price, you won’t benefit, since you will also have to pay short-term capital gains tax of 15%. Carefully consider the offer price, before tendering your shares under buybacks, because you stand to gain only if the buyback offer price is significantly higher than the prevailing market price and the quantum of the buyback amount is substantial.
      There are chances when big buyback offer start and investor start locking their holding with Registrar for buyback offer, market start reacting in a positive direction and stock price move above the buyback price, in such case it is better to sell your holding in the open market. Usually smart investors wait until the closing dated before deciding to sell in buyback process or open market.
    • Last date to receive the completed tender forms and other specified documents, including physical equity share certificates by the Registrar.
    • Last date of verification of tender forms by the Registrar: This is a process related step carried by Registrar.
    • Last date of intimation of the Stock Exchange regarding acceptance / non- acceptance of tendered Equity Shares by the Registrar.
    • Last date of settlement of bids on the Stock Exchanges: Registrar get final approval from the exchange.
    • Last date of payment to shareholders/ dispatch of unaccepted share certificate(s) by the Registrar/ return of unaccepted demat shares by Stock Exchanges to Shareholder Broker/ Eligible Shareholders.
    • Last date of extinguishment of Equity Shares bought back.


    When the company announces buy back offer, that is the best time to start accumulating shares in your demat account. The buyback price is predetermined at the time of announcement. If the buyback price is 10 to 15% higher than the market price, then only it makes sense to invest money in buyback offers.


    In the tender offer for buyback, shareholders are required to tender the shares to participate. You can offer shares for buyback through your online trading account or alternatively by call n trade. An investor can apply for buyback of shares online through Online Stock Brokers like ICICI Direct, Share Khan, and Angel Broking etc. For this, login to your trading account, navigate to IPO option. If the company has already announced buy back and has initiated the process, then you will see the name of the company there. If not, wait for the option to appear. When you see the company name, click on GO and enter the number of shares you like to surrender for buyback. If chosen by the company, the shares will be bought back.

    With discount brokers like ProStocks, Upstox, SAMCO etc, you need to call and request to place your buyback offer. Zerodha is the first discount broker who started online buyback tender form. So you dont need to call Zerodha customer support team. You can tender your buyback request on Zerodha Consol by your own.


    The whole process usually takes about 3 to 6 months after approval of buyback of shares via tender offer by the board of directors.


    It takes up to 4-6 weeks to receive money in your account. First, you will get a confirmation email from the registrar regarding the acceptance of shares for buyback before receiving money.


    Unlike IPOs, there are brokerage charges applied on the shares brought back by the company. Also, there will be demat charges for outgoing of shares from your demat account. However, there is no brokerage charge for tendering the shares, but if your shares are brought back by the company then the brokerage charges will be applied on the number shares brought back by the company. You will receive the money in your account minus the brokerage charges and other tax. Shares not bought back by the company will be refunded back to your demat account. It is better to check with your broker for all the brokerage charges and tax before applying in buyback.


    User Reviews

    2. M R THIPPESWAMY Jul 30 2017 01:18:58 PM Reply
    Will you pl give details about open market share buyback as is announced by justdial share buyback in open market.
    1. Is there any offer for small investors as in tender offer method?
    2. Is there any record date for open market share buyback?
    thanking u

    1. Rajesh May 22 2017 01:41:30 AM Reply
    HCL Technologies buyback - 1000 Rs per share, Current market price 844 Rs, Record date - 25th May 2017. Stock must be in your detat account by 25th.Last chance to buy script on Monday 21st 2017 to participate in Buyback offer.

    Happy Investing.