Regulation 5 - Indirect acquisition of shares or control
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Chapter II SUBSTANTIAL ACQUISITION OF SHARES, VOTING RIGHTS OR CONTROL
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Indirect acquisition treated as direct acquisition where target forms substantial proportion of acquired business, triggering open offer obligations. An acquisition that enables a person and persons acting in concert to exercise specified voting rights in a target company is treated as an indirect acquisition and attracts open offer obligations. However, if the target constitutes a substantial portion of the acquired entity or business by proportionate net asset value, sales turnover, or market capitalisation based on the most recent audited statements, the transaction is treated as a direct acquisition for all regulatory purposes, with market capitalisation measured by the sixty trading day volume weighted average price on the exchange with highest trading volume.
Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
Provisions expressly mentioned in the judgment/order text.
Indirect acquisition treated as direct acquisition where target forms substantial proportion of acquired business, triggering open offer obligations.
An acquisition that enables a person and persons acting in concert to exercise specified voting rights in a target company is treated as an indirect acquisition and attracts open offer obligations. However, if the target constitutes a substantial portion of the acquired entity or business by proportionate net asset value, sales turnover, or market capitalisation based on the most recent audited statements, the transaction is treated as a direct acquisition for all regulatory purposes, with market capitalisation measured by the sixty trading day volume weighted average price on the exchange with highest trading volume.
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