Acquisition of Shares & Takeover SEBI REGUL

SEBI REGULATION ACT, 1997(Substantial Acquisition of Shares & Takeover)

Acquisition

Takeover

SEBI REGULATION ACT, 1997

(Substantial Acquisition of Shares & Takeover)

Substantial acquisition of shares & takeover

On the basis of recommendations the committee, The SEBI announced on February20, 1997. The revised takeover code as SEBI Regulations 1997.

Substantial acquisition of shares & takeover

1.Who holds more than 5% shares or voting rights in any company , 2 months of notification of these Regulation disclose his shareholding in that company.

Substantial acquisition of shares & takeover

2.Any acquirer, who acquirer shares or voting rights which (taken together with shares or voting rights, any held by him) would entitle him to more than 5% or voting rights in a company.

Substantial acquisition of shares & takeover

3.Who holds more than 10% shares or voting rights in any company, within 21days from the end of the financial year.

Substantial acquisition of shares & takeover

4.Acquire shares or voting rights, acquirer to exercise 10% more of voting rights in company.

Public announcement.

Substantial acquisition of shares & takeover

5. Not less than 10% but not more than 25% shares or voting rights in a company.

Than 2% of the voting rights , in any period of 12 months .

Substantial acquisition of shares & takeover

6.The minimum offer price shall be the highest of-

a) The negotiated under the agreementb) Average price paid by the acquirer for acquisitions

during 12months announcement.c) Price paid by the acquirer under preferential allotment

made.d) The average of the weekly high and low of closing

prices of the target company during 26 weeks announcement.

Substantial acquisition of shares & takeover

7.The public offer shall be made to the shareholders of the target company to acquire from them aggregate minimum of 20% of voting capital of company.

Substantial acquisition of shares & takeover

8.Within 14 days of the public announcement of the offer, the acquire must send a copy of the draft to the target company.

Substantial acquisition of shares & takeover

9.Acquirere who had made the first public announcement, who desirous of making any offer shall within 21 days .

Substantial acquisition of shares & takeover

10.Option to make an announcement revising the offer or withdrawing the offer with the approval of the SEBI.

Substantial acquisition of shares & takeover

11.Any time up to 3 working days prior to the date of the closure of the offer.

Substantial acquisition of shares & takeover

12.No public offer, once made, shall be withdrawn except under circumstances mentioned:-

a) The withdrawals is consequent.b) Not receive the minimum level of

acceptancesc) Natural person has died.

Substantial acquisition of shares & takeover

13.Escrow a/c a sum equivalent to least 255 of total consideration payable under the offer up to Rs,100 corers & 10% of the consideration.

Substantial acquisition of shares & takeover

14.The Escrow a/c shall be increased to equal to least 25% consideration

Substantial acquisition of shares & takeover

15.In case of a substantial acquisition of shares in financially weak company not being a sick industrial company.

Outright purchase of shares. Exchange of shares.(promoters do not own any shares in

case such acquisition is made by the new promoters.)

Substantial acquisition of shares & takeover

16.The person acquiring shares from the promoters of the persons in- charge of the management of the affairs of the financially weak company.

Substantial acquisition of shares & takeover

17.No person shall make a competitive bid for acquisition of shares of the financially weak company once the lead institution has evaluated the bid and accepted the bid of the acquirer.

cont……….

Substantial acquisition of shares & takeover

On 28th 1998 notified. increase the there share hold limit

from 10% 15%.

THANQ U…..

MANJUNATH

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