TaxTMI 
TaxTMI 
Master Circular for Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”)
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....tions"), shall stand rescinded. 3. Notwithstanding such rescission, anything done or any action taken or purported to have been done or taken including any enquiry or investigation commenced or show cause notice issued in respect of the circulars specified in Annexure-V, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular. 4. This circular is available on the website of the Securities and Exchange Board of India at www.sebi.gov.in. Yours faithfully, Yogita Jadhav General Manager Division of Policy and Development Corporation Finance Department Phone +91-022-26449583 Email : [email protected] * Other Stakeholders for the purpose of applicability of this master circular includes Depositories and Depository Participants, Clearing Corporations, Registrars to the Issue, Stock Brokers, Acquirers, Sellers etc. to whom specific provisions of this circular are applicable. List of Abbreviations BO Beneficial Owner CC Clearing Corporations CM Clearing Member DP Depository Participant DPS Detailed Public Announcement ECS Electronic Clearing Service EPS Earnings Per Sha....
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....regard, the updated formats for the aforementioned activities have been specified and listed in Annexure-I of this master circular. Chapter 2: Format of disclosure documents/reports^2 1. Disclosures are fairly critical and important component of the legal regime governing substantial acquisition of shares and takeovers. 2. The intent behind the disclosures is to ensure that investing public is not deprived of vital information. Further, full disclosure of information material to investors' decisions is the most important means for ensuring investor protection. Investors are, thereby, better able to assess the potential risks and rewards of their investments and, thus, to protect their own interests. 3. Accordingly, Takeover Regulations have specified the following reports / disclosures to be filed under various provisions contained therein- i. Format under sub-regulation (5) of Regulation 10 with respect to intimation to Stock Exchanges in respect of acquisition under Regulation 10; ii. Format under sub-regulation (6) of Regulation 10 with respect to report to be submitted to Stock Exchanges in respect of any acquisition made in reliance upon exemp....
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....o streamline capturing and dissemination of the information related to "encumbrances", it has been decided that- i. All types of encumbrances as defined under Regulation 28(3) of the Takeover Regulations shall necessarily be recorded in the depository system. ii. The depositories shall capture details of the ultimate lender along with name of the trustee acting on behalf of such ultimate lender such as banks, NBFCs, etc. In case of issuance of debentures, name of the debenture issuer shall be captured in the depository system. iii. The depositories shall capture the reasons for encumbrances in the depository system. 4. For the purpose of dissemination of this information- i. The depositories shall provide information to the stock exchanges for the transactions recorded in the depository system. ii. The stock exchanges shall consolidate the information received from both the depositories and disseminate the same on their websites as per the formats specified by SEBI. iii. The stock exchanges shall also devise an appropriate mechanism for dissemination of disclosures under SDD in a simple readable pdf format. iv. Recon....
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....es shall be placed by acquirer/ company through his stock broker. 2. During the tendering period, the order for selling the shares will be placed by eligible sellers through their respective stock brokers during normal trading hours of the secondary market. 3. Depositories shall provide information to clearing corporation about the shareholder on whose behalf the member has placed sell order. This information shall include investor PAN, beneficiary account details and bank details including IFSC code. 4. The cumulative quantity tendered shall be made available online to the market throughout the trading session at specific intervals by Stock Exchange providing acquisition window during the tendering period on the basis of shares transferred to clearing corporation using early pay-in mechanism. Changes in respect of Intra Depository - Tender Offer Instructions (within Depository) 5. The lien shall be marked in the depository system by the Depositories in the Beneficial Owner's Demat Account for the shares offered in tender offers. 6. Details of shares marked as lien in clients' demat account shall be provided by respective Depositories to Clearing Corporati....
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....d credit it to clearing corporation settlement account in target Depository on settlement date. 16. All extra quantity of shares which are not a part of accepted bid data provided by Clearing Corporations shall be reversed by source depository based on the communication/message received from target Depository from the shareholders blocked balance and shall be credited in the free balance of respective demat accounts. 17. Depositories in coordination with stock exchanges and Clearing Corporations shall make necessary changes in their system and ensure timely updation of the processes, as and when required. Finalisation of basis of acceptance 1. In case of offer under the Takeover Regulations, the Merchant Banker to the offer shall finalize the basis of acceptance of the shares depending upon the level of acceptances received in the offer. Execution of trades and settlement 1. Acquirer will transfer the funds pertaining to the offer to clearing corporation's bank account. Clearing Corporation will then settle the trades by making direct funds payout to shareholders. If shareholders bank account details are not available or if the funds transfer instruction is re....
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....Exchange Board of India Informal Guidance Fee (CFD) SEBIRCCFDINFMGUIDFEE Non- Applicability Takeover Regulations SEBIRCCFDNAPPFEE Exemption under Takeover Regulations SEBIRCCFDSASTEXEMFEE 3. The user manual on the options available at the SEBI Intermediary Portal is available at https://siportal.sebi.gov.in/intermediary/index.html. 4. In case of any technical issues or queries, users may refer to the manual provided in the portal or contact the Portal Helpline at +9122-26449364 or email at [email protected]. Chapter 7: Tendering by shareholders holding securities in physical form^7 1. Shareholders holding securities in physical form are also allowed to tender shares in open offers. However, such tendering shall be as per the provisions of the Takeover Regulations. Chapter 8: Exemption Application for cases involving Trust as Acquirer^8 1. SEBI receives a number of applications pertaining to transfer of shares from promoters to Trusts which are referred to the panel of experts (Takeover Panel) as per Regulation 11(5) of the Takeover Regulations. Based on the recommendations of the Takeover Panel, SEBI had passed orders granting / not granting....
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....Exchanges for public disclosure with a copy endorsed to SEBI for its records. 3. Further, exemptions were granted when the following conditions were complied: xi The proposed acquisition is in accordance with the provisions of the Companies Act, 2013 and other applicable laws; xii The transferors are disclosed as promoters in the shareholding pattern filed with the Stock Exchanges for a period of at least 3 years prior to transfer (except for holding on account of inheritance); xiii There is no layering in terms of trustees / beneficiaries in case of Trusts; xiv The Trust deed agreement does not contain any limitation of liability of the trustees / beneficiaries in relation to the provisions of the SEBI Act and all regulations framed thereunder. 4. The Takeover Panel and SEBI will continue to scrutinize exemption application based on the above conditions. It is further clarified that while the above conditions / undertaking are broad and general in nature, compliance with the above conditions does not guarantee automatic exemption from open offer and all applications will be considered by the Takeover Panel and SEBI on a case to case basis.....
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....sp; 3. Acquirer(s) / PAC Details Acquirer 1 Acquirer 2 PAC1 PAC2 Total Name of Acquirer(s)/ PAC(s) Address Name(s) of persons in control/promoters of acquirers/ PAC where Acquirers/PAC are companies Name of the Group, if any, to which the Acquirer/PAC belongs to transaction shareholding (*2) Number % of total share capital Proposed shareholding (*3)after the acquisition of shares which triggered the Open Offer Any other interest in the Target Company (TC) 4. Details of selling shareholders, if applicable Name Part of promoter group (yes/no) Details of shares/ voting rights held by the selling shareholders Pre transaction Post Transaction....
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....icative, Manager may include any other information under the respective headings, which in its view is relevant for shareholders for making an informed decision) (A) Acquirer/ PAC: ● Nature of entity (whether private limited, public limited company or individuals, etc.) ● Nature of business ● Name (Current name along with name changes in the past) ● Address (If entity is company, address of its registered office and in case entity is individual, its residential address ) ● Name of the Group to which the entity belongs. ● Relationship of PAC entity with the acquirer. ● Name of key shareholders of the entity with clear identification of persons in control/ promoters. ● If entity is a listed entity, Stock Exchanges where its shares are listed. ● Disclosures of relationship / interest, if any, of the entity (including interest of directors, key employees) in the TC. ● Confirm and disclose as to whether or not the acquirer has been prohibited by SEBI from dealing in securities. ● In case the acquirer is a corporate entity....
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....Y 3 Total Revenue Net Income EPS Net worth / Shareholder' Funds [Financials to be presented in respective GAAP/ Currency] Note: Any financials not in INR to be presented in original currency and also to be translated to INR (convenience translation) D. Details of the Offer: ● Number & % of shares for which offer is made. ● Shareholders to whom offer is made. (Warrants, DRs) ● Offer price. ● Mode of payment. ● Details of statutory approvals required for the offer or for effecting underlying transaction. ● Whether the offer is subject to minimum level of acceptance. If yes, give details. If no, a negative statement to this effect to be made. ● Whether offer is a competing offer in terms of Regulation 20. If yes, give brief details of other subsisting open offers. ● Disclose the conditions stipulated in the underlying agreement, meeting of which are outside the reasonable control of acquirer, and in view ....
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....ed for corporate actions, details thereof. v. Details of any revision in offer price. vi. A statement that increase in the Offer price, if any on account of future purchases / competing offers, will be done only up to the period prior to 3 working days before the date of commencement of the tendering period and would be notified to shareholders. V. FINANCIAL ARRANGEMENTS ● Total fund requirement for the open offer. ● Disclosure about the ability of acquirer to implement the Offer. Incorporate a statement that acquirer has adequate resources to meet the financial requirements of the offer and give details regarding the sources of the funds whether domestic i.e. from banks, FIs or Foreign i.e. from NRIs or otherwise. ● Indicate the total fund requirement for the offer, details of the escrow account, amount deposited by way of cash, bank guarantee, equity shares or securities, as the case may be, tenure of the guarantee, name and address of the bank, details of the shares or securities etc. ● Indicate that the Manager has been duly authorized by the acquirer to realize the value of escrow account in terms....
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....ny) to the offer. ● A statement that this Detailed Public Statement would also be available on SEBI's website (www.sebi.gov.in). Issued by Manager to the offer On behalf of Acquirer Place: Date: Format for Letter of Offer General Instructions: 1. The Merchant bankers are advised to submit two hard copies each of Public Announcement, Detailed Public Statement and draft and final Letter of Offer to SEBI. Further, the softcopies of the above stated documents shall also be provided to SEBI for furnishing the same on SEBI website. Softcopies of the above documents shall be accompanied by a duly filled in checklist. 2. The purpose of this standard Letter of Offer (LoF) for an open offer made in accordance with Chapter II of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") is to provide the requisite information about the acquirer(s) / offer so as to enable the shareholders to make an informed decision of either continuing with the Target Company (TC) or to exit from the TC. Care shall be taken by the Manager to the Offer (Manager) to ensure t....
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.... in the relevant pages of LoF. 10. Manager shall ensure that the timelines specified for identified date, for opening of the tendering period, for tendering period, for payment of consideration to shareholders, etc. are as per the timelines specified in the Regulations. 11. Manager shall submit the Due Diligence Certificate and other documents in terms of Regulations to SEBI along with the draft LoF as per the standardized format. 12. Further, the Manager, while filing the draft Letter of Offer, shall also be required to separately file with SEBI, the following additional information about the acquirer, TC, its promoters, etc - a) Due Diligence Certificate in terms of Regulations. b) Names and residential addresses of Board of Directors of acquirer(s). c) "Status of compliance with the applicable provisions of the SEBI (SAST) Regulations with respect to details of the acquisitions, if any, made by the Acquirer and PAC in the TC during the financial year in which the Public Announcement has been made and for a period of eight financial years preceding the financial year in which the Public Announcement for instant open offer has been made. In case....
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.... 4 Background of the Acquirer(s) (including PACs, if any). 5 Background of the TC 6 Offer price and financial arrangements 7 Terms & Conditions of the offer 8 Procedure for acceptance and settlement of the offer. 9 Documents for inspection 10 Declaration by the Acquirer(s) (including PACs, if any). 1) COVER PAGE Cover pages shall be white with no patterns or pictures printed on it except emblems/ logo, if any, of the acquirer company / Manager / Registrar. A) Front outer cover page shall contain the following details: i) On Top "This Document is important and requires your immediate attention." This LoF is sent to you as a shareholder(s) of (name of the TC). If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or Manager / Registrar to the offer (the latter only if appointed). In case you have recently sold your shares in the Company, please hand over this LoF and the accompanying Form of Acceptance cum acknowledgement and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected." ....
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.... the dealing office of Manager along with its telephone, fax number and email address, contact person. 2. The name and address of the Registrar to the offer, along with its telephone, fax number and email address, contact person. 3. Disclose the schedule of the activities as per the following table. Further also disclose the day along with the dates in the activity schedule e.g. January 3, 2011 (Monday). Activity Day and date Public Announcement (PA) Date Detailed Public Statement (DPS) Date Last date for a competing offer Identified Date Date by which LoF will be despatched to the shareholders Issue Opening PA Date Last date by which Board of TC shall give its recommendation Date of commencement of tendering period (Offer opening Date) Date of expiry of tendering period (Offer closing Date) Date by which all requirements including payment of consideration would be completed. B) Front inside cover page shall contain the following i) Risk factors relating to the transaction, the propo....
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....ENDEMENT(S) THEREOF . THE FILING OF THE LOF DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER(S) FROM THE REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCES AS MAYBE REQUIRED FOR THE PURPOSE OF THE OFFER." 3. DETAILS OF THE OFFER 3.1 Background of the offer 3.1.1 Mention the Regulation in accordance with which the offer is made i.e. mention whether the offer is a voluntary offer, is made for substantial acquisition of shares or Consolidation of holdings and/or Change in Control or a Competing Offer. 3.1.2 Details of the proposed acquisition (substantial acquisition of shares/voting rights or change in control or both) which triggered the open offer such as name(s) of acquirer(s) and of PACs, their existing shareholding in the TC, whether it was a negotiated deal or open market purchase(s) or whether offer is as a result of global acquisition resulting in indirect acquisition of the TC, acquisition price per share (highest and average), number and percentage of shares acquired, etc. 3.1.3 In case there is any agreement, mention important features of the agreement(s), acquisition price per share (highest and average as well as separately for fully paid ....
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.... b. Differential price, if any. 3.2.7 Disclose details of further acquisition(s), if any, by acquirer(s)/ PACs after the date of P.A and upto the date of LoFviz., no. and % of shares acquired, mode and acquisition price etc. 3.2.8 Details of the competing offer, if any. 3.3 Object of the acquisition/ offer 3.3.1 Disclose in details the reasons of acquiring shares or control over the TC and/or consolidation of shareholding in the TC along with the long term commercial justification for the proposed offer. 3.3.2 Provide details of the acquirer's intentions regarding the future business of the TC together with his strategic plans for the TC and their likely repercussions on employment and the locations of the TC's places of business. 4. BACKGROUND OF THE ACQUIRER (INCLUDING PACS, IF ANY) 4.1. If acquirer(s) (including PACs) is a company 4.1.1. The relationship, if any, existing between them 4.1.2. Brief History & Major areas of operations. 4.1.3. Identity of the promoters and /or persons having control over such companies and the group, if any, to which such companies belong to. 4.....
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.... 4.1.8. Ensure that the un-audited financial results, if any disclosed, should be certified / limited review by statutory auditors. 4.1.9. Disclose the major contingent liabilities 4.1.10. In case of acquirer being a listed company, disclose: 4.1.10.1. Name of the stock exchanges where the shares of acquirer are listed/traded in the permitted category, if acquirer is a listed company. 4.1.10.2. Market Price of shares. 4.1.10.3. The status of Corporate Governance 4.1.10.4. The name and other details of the Compliance Officer. 4.1.10.5. In case the offer price is payable in terms of securities as provided in Regulation 9(1)(b) and 9(1)(c) and (d) of the Regulations, the following may be given : (a) Following details about the acquirer or PAC whose securities are being offered. - ● Give relevant details of any merger/demerger, spin off during last 3 years involving the acquirer or PAC, as the case may be Change in name since incorporation/listing and dates thereof. ● The following information in respect of all listed Indian companies promoted by the acquirer or PACs as the cas....
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....worth Interest and Tax Book Value Per Share Depreciation Interest Profit Before Tax Provision for Tax Profit After Tax Balance Sheet Statement Year I Year II Year III Sources of funds Paid up share capital Reserves Surplus (excluding revaluation reserves) Networth Secured loans Unsecured loans Total Uses of funds Net fixed assets Investments Net current assets 5.3. In case some shares are currently not listed, disclose the detailed reasons of non-listing of some and/or all shares of the company at any Stock Ex....
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....cquirer* @ b. PACs Total 2(a+b) (3) Parties to agreement other than(1) (a) & (2) (4) Public (other than parties to agreement, acquirers & PACs) a. FIs/MFs/FIIs/Banks, SFIs (Indicate names) b. Others (Indicate the total number of shareholders in "Public category) Total (4)(a+b) &n....
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....holder for depositing the same in the escrow account. 6.2.5.5 Disclose that the Manager has been empowered by acquirer to realise the value of such escrow account by sale or otherwise. 6.2.5.6 Disclose that if there is any deficit on realisation of value of the securities, the Manager shall make good any such deficit. 6.2.6. In case the escrow account consists of a Bank guarantee or deposit of approved securities, disclose the name and address of bank where cash deposit of at least 1% of the total consideration payable, is made. 6.2.7. Ensure and disclose that the acquirer has adequate and firm financial resources to fulfil the obligations under the open offer. Disclosures regarding sources of funds should be made. 6.2.8 Disclose the date of certificate, name, complete address (including telephone, Fax number) and membership number of the Chartered Accountant certifying the adequacy of financial resources of acquirer for fulfilling all the obligations under the offer. 6.2.9 Ensure and disclose that Manager has satisfied himself about the ability of the acquirer to implement the offer in accordance with the Takeover Regulations. ....
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.... deed required to be tendered. Disclose that shares and other relevant documents should not be sent to the acquirer/PACs/ TC. 8.2 Procedure for acceptance of the offer by unregistered shareholders, owners of shares who have sent them for transfer or those who did not receive the Letter of Offer 1.2.1. Procedure for said persons shall be specified. The option of applying on plain paper giving all relevant details and forwarding relevant documents along with it, shall necessarily be given to such shareholders. Alternatively, such shareholders, if they so desire, may apply on the form of acceptance cum acknowledgement obtained from the website (www.sebi.gov.in). It shall be noted that no indemnity is needed from the unregistered shareholders. 8.3 Disclose the relevant provisions pertaining to acceptance of shares when shares offered under the offer by the shareholders are more than the shares agreed to be acquired by the acquirer(s). 8.4 Disclosure about extension of time for payment of consideration and payment of interest should be made. 8.5 Ensure and disclose that the unaccepted shares / documents shall be returned by Registered Post to....
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....e and place. Manager to ensure and disclose that person(s) signing the LoF is duly and legally authorised by Acquirers (including PACs, if any). FORMAT FOR BUILD UP OF CURRENT PAID UP CAPITAL OF TARGET COMPANY Date of allotment of shares Shares issued Cumulative paid up capital Mode of allotment Identity of alottees (promoters/ others) Status of compliance with SEBI SAST (Regulations) 1997/2011 No. % to total share capital No. % to total share capital Format for Advertisement under Regulation 18 (7) in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 This Advertisement is being issued by (Manager to the Offer), on behalf of (Acquirer (s)) pursuant to Regulation 18 (7) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 in respect of the open offer to acquire shares of the [Target company]. The Detailed Public Statement with respect to the aforementioned offer was made on [date] in the [name] newspapers 1. Of....
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....fer will be completed. Format for Post Offer Advertisement under Regulation 18 (12) in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Open Offer for Acquisition of (Number) Equity Shares from Shareholders of (Target Company) by (Acquirers and PAC) This Post Offer Advertisement is being issued by (Manager to the Offer), on behalf of (Acquirer (s)) along with (Persons acting in concert), in connection with the offer made by the Acquirer along with the PACs, in compliance with Regulation 18 (12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Detailed Public Statement with respect to the aforementioned offer was made on [dates] in the [name] newspapers. 1. Name of the Target Company : 2. Name of the Acquirer(s) and PAC : 3. Name of the Manager to the Offer : 4. Name of the Registrar to the Offer : 5. Offer Details : a. Date of Opening of the Offer : b. Date of Closure of the Offer : 6. Date of Payment of Consideration : 7. Details of Acquisition ....
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...., Equity shares owned, any other contract / relationship), if any 8. Trading in the Equity shares/other securities of the TC by IDC Members 9. IDC Member's relationship with the acquirer (Director, Equity shares owned, any other contract / relationship), if any. 10. Trading in the Equity shares/other securities of the acquirer by IDC Members 11. Recommendation on the Open offer, as to whether the offer is fair and reasonable 12. Summary of reasons for recommendation (IDC may also invite attention to any other place, e.g. company's website, where its detailed recommendations along with written advice of the independent adviser, if any can be seen by the shareholder ) 13. Details of Independent Advisors, if any. 14. Any other matter(s) to be highlighted Note: The above stated information are only indicative in nature and contains minimum details with regard to the recommendations of IDC. IDC may include any other information under the respective headings which, in its view is relevant for shareholders of the TC for making an i....
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....ncement of the tendering period 11. Date of expiry of the tendering period 12. Date of making payments to shareholders / return of rejected shares (**) In case of delays beyond the due dates specified in the Takeover Regulations give the actual dates along with reasons of the delay. D. Details of the payment consideration in the open offer (Value in Rs Lakhs) Sl. No. Item Details 1. Offer Price for fully paid shares of TC (Rs. per share) 2. Offer Price for partly paid shares of TC, if any 3. Offer Size (no. of shares x offer price per share) 4. Mode of payment of consideration (cash or shares or secured listed debt instruments or convertible debt securities or combination) 5. If mode of payment is other than cash, i.e. through shares/debt or convertibles: a. Details of offered security ● Nature of the security (shares or debt or convertibles) ● Name of the company whose securities have been offered* ● Salient features of the security b. S....
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....ntee Validity period of Bank Guarantee Date of Release if applicable Purpose of release ● For Securities Name of company whose security is deposited Type of security Value of securities as on date of creation of escrow account Margin considered while depositing securities the Date of Release if applicable Purpose of release G. Details of response to the open offer Shares proposed to be acquired Shares tendered. ** Response level ( no of times) Shares accepted .** Shares rejected No % to total diluted share capital of TC No. % ( C) /(A) No. % w.r.t ' ( C) No Reasons w.r.t (A) = ( C) - (E) (A) (B) (C) (D) (E) (F) (G) (H) (I) Note: **- Give bifurcation for fully paid-up shares, partly paid up shares, shares with differential vot....
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....s Pre- offer Post offer (actuals) No. % No. % 1. Acquirers PACs 2. Erstwhile Promoters (persons who cease to be promoters pursuant to the Offer) 3. Continuing Promoters 4. Sellers if not in 1 and 2 5. Other Public Shareholders TOTAL L. Details of Public Shareholding in TC 1. Indicate the minimum public shareholding the TC is required to maintain for continuous listing Indicate in number of shares as well as % 2. Indicate the actual public shareholding and if it has fallen below the minimum public shareholding limit, delineate the steps which will taken in accordance with the disclosures given in the LOF M. Other relevant information, if any Signature of the Manager to the Offer Date: Place: ****** Format for Disclosure by acquirer for shares/ voting rights acquired during the ....
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.... Name of the person(s) from whom shares are to be acquired b. Proposed date of acquisition c. Number of shares to be acquired from each person mentioned in 4(a) above d. Total shares to be acquired as % of share capital of TC e. Price at which shares are proposed to be acquired f. Rationale, if any, for the proposed transfer 5. Relevant sub-clause of regulation 10(1)(a) under which the acquirer is exempted from making open offer 6. If, frequently traded, volume weighted average market price for a period of 60 trading days preceding the date of issuance of this notice as traded on the stock exchange where the maximum volume of trading in the shares of the TC are recorded during such period. 7. If in-frequently traded, the price as determined in terms of clause (e) of sub-regulation (2) of regulation 8. 8. Declaration by the acquirer, that the acquisition price would not be higher by more than 25% of the price computed in point 6 or point 7 as applicab....
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....ution c. If, it is a subsidiary or company promoted by a state level financial institution, disclose the name of the holding/promoter company/institution and the relationship with the transferor. d. Date of agreement between transferor and promoter e. Date of proposed acquisition f. Number of shares proposed to be acquired from entity mentioned in 4(a) above g. Total shares proposed to be acquired as a % of diluted share capital of the TC 5. h. Price at which shares are proposed to be acquired Shareholding details Before the proposed transaction After the proposed transaction No. of shares % w.r.t total diluted share capital of TC No. of shares % w.r.t total diluted share capital of TC a Each Acquirer / Transferee(*) b Each Seller / Transferor 6. Declaration by the acquirer that all the conditions specified under regulation 10....
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....respect to exemptions has been duly complied with. Note: ● * Shareholding of each entity shall be shown separately and then collectively in a group. ● The above disclosure shall be signed by the promoter mentioning date & place. In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so. Format for Disclosures under Regulation 10(6) -Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1. Name of the Target Company (TC) 2. Name of the acquirer(s) 3. Name of the stock exchange where shares of the TC are listed 4. Details of the transaction including rationale, if any, for the transfer/ acquisition of shares. 5. Relevant regulation under which the acquirer is exempted from making open offer. 6. Whether disclosure of proposed acquisition was required to be made under regulation 10 (5) and if so....
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....ress, Tel no. and e-mail of the sender, if sender is not the acquirer 2 Compliance of Regulation 10(7) a. Date of report b. Whether report has been submitted to SEBI within 21 working days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(5) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed, at least 4 working days before the date of the proposed acquisition b. Date of Report 4 Compliance of Regulation 10(6) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed within 4 working days after the date of the proposed acquisition b. Date of Report 5 Details of the Target Company (TC) a. Name & address of TC b. Name of the Stock Exchange(s) where the shares of the TC are listed 6 Details of the acquisition a. Date of acquisition ....
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....ulations 1997) (Y/N). If yes, specify applicable regulation(s) as well as date on which the requisite disclosures were made and furnish copies of the same. i. Declaration by the acquirer that all the conditions specified under regulation 10(1)(a)(i) with respect to exemptions has been duly complied with. I/We hereby declare that the information provided in the instant report is true and nothing has been concealed there from. Signature: Date: Place: NOTE: (*) In case, percentage of shareholding to the total capital is different from percentage of voting rights, indicate percentage of shareholding and voting rights separately. (**) Shareholding of each entity shall be shown separately and then collectively in a group. Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in regulation 10(1)(a)(ii) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1 General Details a. Name, address, telephone no., e-mail of acquirer(s) {In case there are multiple acqu....
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....Shareholding of seller/s in TC (in terms of no. & as a percentage of the total share/voting capital of the TC)(*) Before the acquisition After the acquisition No. of Shares % w.r.t total share capital of TC No. of Shares % w.r.t total share capital of TC Name(s) of the seller(s) (**) 7 Information specific to the exemption category to which the instant acquisition belongs - Regulation 10(1)(a)(ii) a. Provide the names of the seller(s) b. Specify the relationship between the acquirer(s) and the seller(s). c. Shareholding of the acquirer and the seller/s in the TC during the three years prior to the proposed acquisition Year-1 Year-2 Year-3 Acquirer(s) (*) Sellers(s) (*) d. Confirm that the acquirer(s) and the seller/s have been named promoters in the shareholding pattern filed by the target company in terms of the listing agreement or the Takeover Regulations. Provide copies of such filings under the l....
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....respond. } b. Whether sender is the acquirer (Y/N) c. If not, whether the sender is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization) d. Name, address, Tel no. and e-mail of sender, if sender is not the acquirer 2 Compliance of Regulation 10(7) a. Date of Report b. Whether report has been submitted to SEBI within 21 working days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(5) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed, at least 4 working days before the date of the proposed acquisition. b. Date of Report 4 Compliance of Regulation 10(6) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed within 4 working days ....
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....re is not higher by more than twenty-five percent of the price as calculated in (d) or (e) above as applicable g. Date of issuance of notice regarding the proposed acquisition to the stock exchanges where the TC is listed h. Whether the acquirers as well as sellers have complied (during 3 years prior to the date of acquisition) with the provisions of Chapter V of the Takeover Regulations (corresponding provisions of the repealed Takeover Regulations 1997) (Y/N). If yes, specify applicable regulation(s) as well as date on which the requisite disclosures were made and furnish copies of the same. i. Declaration by the acquirer that all the conditions specified under regulation 10(1)(a)(iii)with respect to exemptions has been duly complied with. I/We hereby declare that the information provided in the instant report is true and nothing has been concealed there from. Signature: Date: Place: NOTE: ● (*) In case, percentage of shareholding to the total capital is different from percentage of voting rights, indicate percentage of shareholding and voting rights separately ....
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.... After the acquisition No. of Shares % w.r.t total share capital of TC No. of Shares % w.r.t total share capital of TC Name(s) of the acquirer(s) (**) e. Shareholding of seller/s in TC (in terms of no. & as a percentage of the total share/voting capital of the TC) (*) Before the acquisition After the acquisition No. of Shares % w.r.t total share capital of TC No. of Shares % w.r.t total share capital of TC Name(s) of the seller(s) (**) 7 Information specific to the exemption category to which the instant acquisition belongs - Regulation 10(1)(a)(iv) a. Provide the names of the seller(s) b. Shareholding of the acquirer and the seller/s in the TC during the three years prior to the proposed acquisition c. Shareholding of the acquirer and the seller/s in the TC during the three years prior to the proposed acquisition Year 1 Year 2 Year 3 Acquirer* (N....
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....ption provided for in regulation 10(1)(a)(v) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1 General Details a. Name, address, telephone no., e-mail of Acquirer(s) {In case there are multiple acquirers, provide full contact details of any one acquirer (the correspondent acquirer) with whom SEBI shall correspond. } b. Whether sender is the acquirer (Y/N) c. If not, whether the sender is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization) d. Name, address, Tel. no. and e-mail of sender, if the sender is not the acquirer 2. Compliance of Regulation 10(7) a. Date of Report b. Whether report has been submitted to SEBI within 21 working days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(5) a. Whether the report has been filed with the Stock Exchanges ....
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....t Provide copies of such filings under the listing agreement for a period of three years prior to the proposed acquisition. d. Shareholding of the seller(s) in the transferee company e. Confirm that the entire equity capital in the transferee company is owned by the sellers and is in the same proportion as their holdings in the TC f. Confirm that none of the sellers is entitled to exercise differential voting rights in the transferee company. g. If shares of the TC are frequently traded, volume-weighted average market price (VWAP) of such shares for a period of sixty trading days preceding the date of issuance of notice regarding the proposed acquisition to the stock exchanges where the TC is listed. h. If shares of the TC are infrequently traded, the price of such shares as determined in terms of clause (e) of sub-regulation (2) of regulation 8. i. Confirm whether the acquisition price per share is not higher by more than twenty-five percent of the price as calculated in (g) or (h) above as applica....
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....er Regulation 10(7) 3 Compliance of Regulation 10(6) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed within 4 business days of the acquisition b. Date of Report 4 Details of the Target Company (TC) a. Name & address of TC b. Name of the Stock Exchange(s) where the shares of the TC are listed 5 Details of the acquisition a. Date of acquisition b. Acquisition price per share (in Rs.) c. Regulation which would have been triggered off, had the report not been filed under Regulation 10(7). (whether Regulation 3(1), 3(2),4 or 5) d. Shareholding of acquirer/s and PACs individually in TC ( in terms of no: & as a percentage of the total share capital of the TC) Before the acquisition After the acquisition No. of Shares (*) % w.r.t total share capital / voting rights of TC No. of Shares % w.r.t total share capital / voting rights o....
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.... 2011 1 General Details a. Name, address, telephone no., e-mail of Acquirer(s ) {In case there are multiple acquirers, provide full contact details of any one acquirer (the correspondent acquirer) with whom SEBI shall correspond. } b. Whether sender is the acquirer (Y/N) c. If not, whether the sender is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization) d. Name, address, Tel no. and e-mail of sender, if the sender is not the acquirer 2 Compliance of Regulation 10(7) a. Date of report b. Whether report has been submitted to SEBI within 21 working days from the date of the acquisition. c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(6) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed within 4 working days of the acquisition ....
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....ation 10(2) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1 General Details a. Name, address, telephone no., e-mail of Acquirer(s ) {In case there are multiple acquirers, provide full contact details of any one acquirer (the correspondent acquirer) with whom SEBI shall correspond. } b. Whether sender is the acquirer (Y/N) c. If not, whether the sender is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization) d. Name, address, Tel. no. and e-mail of sender, if the sender is not the acquirer 2 Compliance of Regulation 10(7) a. Date of report b. Whether report has been submitted to SEBI within 21 working days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(6 ) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed....
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....uisition made in reliance up on exemption provided for in regulation 10(3) and 4(c) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1 General Details a. Name, address, telephone no., e-mail of Acquirer(s ) { In case there are multiple acquirers, provide full contact details of any one acquirer (the correspondent acquirer) with whom SEBI shall correspond. } b. Whether sender is the acquirer (Y/N) c. If not, whether the sender is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization) d. Name, address, Tel. no. and e-mail of sender, if the sender is not the acquirer e. Regulation which would have been triggered if increase in voting rights pursuant to buy back is not exempted? {3(1) or 3(2)} 2. Compliance of Regulation 10(7) a. Date of report b. Whether report has been submitted to SEBI within 21 working days from the date of the acquisition c. Whether the report is....
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....in the TC pursuant to buy-back of shares - Regulation 10(3) and 10(4) (c) a. Type of resolution by which the buy-back was approved (Board resolution/shareholders' resolution) b. Attach copy of the resolution mentioned at a. above c. Whether acquirer voted in favor of the resolution authorizing the instant buy back (Y/N)? d. Whether voting in case of shareholders resolution was through postal ballot? (Y/N) e. If buy back was pursuant to Board resolution only, whether the acquirer in his capacity as director, if any, has voted in favor of the resolution authorizing the instant buy back? (Y/N) f. Date of opening and closing of the Buy Back offer g. Whether the increase in voting rights held by the acquirer pursuant to Buy Back has resulted in change in control of the TC? (Y/N) h. In case, increase in voting rights by acquirer pursuant to buy back, has triggered Regulation 3(1), whether acquirer undertakes to reduce his shareholding such that his voting rights fall below the threshold limit ....
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....t has been submitted to SEBI within 21 working days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(6 ) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed within 4 working days of the acquisition b. Date of Report 4 Details of the Target Company (TC) a. Name & address of TC b. Name of the Stock Exchange(s) where the shares of the TC are listed 5 Details of the acquisition a. Date of acquisition b. Acquisition price per share (in Rs.) c. Shareholding of acquirer/s and PACs both individually and collectively in TC (in terms of no. & as a percentage of the total share capital of the TC) Before the acquisition After the acquisition No. of Shares % w.r.t total share capital of TC (*) No. of Shares % w.r.t total share capital of TC Name of the acqu....
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....ce of Regulation 10(7) a. Date of report b. Whether report has been submitted to SEBI within 21 business days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(5 ) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed, atleast 4 business days before the date of the proposed acquisition b. Date of Report 4 Compliance of Regulation 10(6 ) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed within 4 business days of the acquisition. b. Date of Report 5 Details of the Target Company (TC) a. Name & address of TC b. Name of the Stock Exchange(s) where the shares of the TC are listed 6 Details of the acquisition a. Date of acquisition b. Acquisition price per share (in Rs.) c.....
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.... w.r.t. total share/voting capital wherever applicable(*) % w.r.t. total diluted share/voting capital of the TC ( ** ) Before the acquisition under consideration, holding of acquirer along with PACs of: a) Shares carrying voting rights b) Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others) c) Voting rights (VR) otherwise than by equity shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) e) Total (a+b+c+d) Details of acquisition a) Shares carrying voting rights acquired b) VRs acquired otherwise than by equity shares c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying category) acquired d) Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others) e) Total (a+b+c+/-d) After the acquisition, holding of acquirer along with PACs of: a) Shares....
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....bsp; Whether the acquirer belongs to Promoter/Promoter group Name(s) of the Stock Exchange(s) where the shares of TC are Listed Details of the acquisition / disposal as follows Number % w.r.t. total share/voting capital wherever applicable(*) % w.r.t. total diluted share/voting capital of the TC (**) Before the acquisition under consideration, holding of : a) Shares carrying voting rights b) Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others) c) Voting rights (VR) otherwise than by shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the T C (specify holding in each category) e) Total (a+b+c+d) Details of acquisition/sale a) Shares carrying voting rights acquired/sold b) VRs acquired /sold otherwise than by shares c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired/sold d) Shares enc....
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....rance (3) Post event holding of encumber ed shares { creation [(2)+(3)] / release [(2)-(3)] / invocation [(1)-(3)]] Num ber % of total shar e capital Num ber % of total shar e capital Type of event (creation / release / invocation) Date of creation / release/ invocation of encumb rance Type of encumbrance (pledge/ lien/ non disposal undertaking/ others) Reaso ns for encum brance ** Numb er % of share capital Name of the entity in who se favor shar es encumb ered *** Number % of total share capital ....
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....nts viz. debenture, commercial paper, certificate of deposit etc .? If yes, provide details about the instrument, including credit rating YES / NO If yes, 1. Name of the issuer 2. Details of the debt instrument 3.Whether the debt instrument is listed on stock exchanges? 4.Credit Rating of the debt instrument 5.ISIN of the instrument Security Cover / Asset Cover Value of shares on the date of event / agreement (A) Amount involved (against which shares have been encumbered) (B) Ratio of A / B End use of money Borrowed amount to be utilized for what purpose - (a) Personal use by promoters and PACs (b) For the benefit of listed company Provide details including amount, purpose of raising money by listed company, schedule for utilization of amount, repayment schedule etc. (a) Any other reason (please specify) Signature of Authorised Signatory: Place Annexure III Standard Format of Application under Regulation 11(1) of Takeover Regulations Instructions 1. The application should be made by the acquirer. If it is made by a person oth....
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....ss activities, etc.) 3. Details of Board of Directors stating the total number of directors, their names and status namely whether Executive Director, Promoter Director, Nominee Director and Independent Director, etc. 4. Details of share capital of the target company. I. No. of equity shares issued / subscribed and paid up and face value of each equity share. II. No. of preference shares issued, subscribed and paid up and face value of each preference share. III. Whether all equity shares have uniform voting rights, if not, then the details of voting rights attached to equity shares. IV. Total paid up Equity Share Capital (number of shares x face value), showing separately, calls in arrears, if any. V. Total paid up Preference share Capital (number of shares x face value), showing separately calls in arrears, if any. 5. Total equity share capital / voting rights of the target company before and after the proposed acquisition. State the following financial parameters of the target company for the immediately preceding financial year I. Net-worth - Rs. II. Book value per equity share - Rs. III. Return on....
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....proposed acquisition would result into change of control of the target company, the manner and relevant details of such acquisition of control inter- alia details like nature of approvals required for such acquisition, status of such approvals, etc. shall be furnished. 8. Detailed grounds for seeking exemption 9. Details of relevant precedence, if any. Annexure IV Investor Charter for Takeover Regulations VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors' best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Managers to Offer of Takeover of existing listed Company by an acquirer SERVICES PROVIDED FOR INVESTORS 1. Letter of offer is dispatched through speed post/registered post/courier or email etc. 2. Detailed Public Statement, Offer Opening Advertisement, Independent Director's recommendation is published in the E....
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.... Stock Exchanges website 10 Acceptance and Settlement of shares Within 10 working days of closure Stock Exchanges website 11 Date of post offer advertisement Within 5 working days of payment to shareholders Website of SEBI, Stock Exchanges RIGHTS OF INVESTORS 1. All the Public Shareholders, who own fully paid equity shares of the Target Company any time before the closure of the Open Offer are eligible to participate in the Open Offer. 2. Shareholders have rights to inspect the material documents as listed out in the letter of offer during the tendering period. 3. Shareholders can obtain letter of offer along with tender forms from the Registrar to the offer or Manager to the offer and can also download from the website of the Stock Exchanges. DO's and DON'Ts FOR INVESTORS Dos 1. Ensure to submit tender forms on time; 2. Ensure the demat account and the PAN belong to the same eligible shareholder; 3. Physical shareholder should ensure that the correct share certificates are attached along with the Tender Form 4. Ensure that the signatures registered with the Company and the signature on the Tender Form are th....
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....areholder addressed to the manager to the offer at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the Manager to the offer shall endeavour to resolve such enquiries/ queries promptly during the offer period. 1. Availability of Form of acceptance cum acknowledgement 2. Availability of offer document 3. Process for tendering of shares in the offer 4. Date of offer opening/ closing/ acceptance and settlement of shares 5. Any other query of similar nature RESPONSIBILITIES OF INVESTORS 1. Shareholders should read letter of offer including the Risk factors mentioned therein. 2. Shareholders can refer to the corporate announcement made by the Target Company for corporate actions. 3. Shareholders are also expected to understand tax implica....