Conditions/ Manner of providing exit opportunity to dissenting shareholders [See regulations 59, 157 and 281A]

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....nt. (2) The provisions of this Chapter shall not apply where there are neither identifiable promoters nor shareholders in control of the listed issuer. Definitions For the purpose of this Schedule: (a) "dissenting shareholders" means those shareholders who have voted against the resolution for change in objects or variation in terms of a contract relating to objects, referred to in the offer document of the issuer; (b) "frequently traded shares" shall have the same meaning as assigned to it in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. (c) "relevant date" means date of the board meeting in which the proposal for change in objects or vari....

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....r or by any person acting in concert with them, during the twenty-six weeks immediately preceding the relevant date; (c) the volume-weighted average market price of such shares for a period of sixty trading days immediately preceding the relevant date as traded on the stock exchange where the maximum volume of trading in the shares of the issuer are recorded during such period, provided such shares are frequently traded; (d) where the shares are not frequently traded, the price determined by the promoter or shareholders having control and the lead manager(s) taking into account valuation parameters including book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such....

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....e of their obligations, the promoter or shareholders in control, as the case may be,, shall create an escrow account which may be interest-bearing and deposit the aggregate consideration in the escrow account at least two working days prior to opening of the tendering period. (9) The tendering period shall start not later than seven working days from the passing of the special resolution and shall remain open for ten working days. (10) The dissenting shareholders who have tendered their shares in acceptance of the exit offer shall have the option to withdraw such acceptance till the date of closure of the tendering period. (11) The promoter /shareholders in control, as the case may be, shall facilitate tendering of shares by the sh....