Sebi Substantial Acquisition Of Shares And Takeovers Regulations 1997 Pdf

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After a year of deliberation, SEBI issued a press release on July 28th, , accepting some of the reforms, rejecting others, while leaving still other recommendations for future consideration.

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Know more. Load More. Based on the aforesaid information with respect to the non-compliance of Takeover SEBI noticed that the promoters had purchased shares in excess of two per cent 4 times during without making any public announcement and thereby violated the Takeover Regulations, Regulation 14 1 of the Takeover Regulations four times during this period and penalty of Rs.

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This article deals with certain anomalies with respect to the consolidation of holdings and public announcements in the SEBI Substantial Acquisition of Shares and Takeovers Regulations, Regulation 11 of these Regulations deals with the consolidation of holdings and outlines the requisite thresholds for making a public announcement. Public announcements are considered essential for safeguarding the interests of the shareholders. This article takes a look at the existing regime outlined for consolidation of holdings and highlights some of the anomalies and ambiguities existing in the present legal set-up like applicability of second proviso of Regulation 11 2 to Regulation 11 1 , increase in shareholding owing to a buy-back of shares and the timeframe for consolidation of holdings. In light of the potential overhaul of the takeover regulations in India, it is important that the existing confusions are brought to light and done away with. Although the Regulations were a step in the right direction, they contained certain deficiencies which required to be addressed. Bhagwati, Former Chief Justice of India.

Shifting the lens to corporate law, veto rights have been perceived paradoxically in mergers and acquisition transactions. One of the principles which guided the interpretation and operation of the SEBI Substantial Acquisition of Shares and Takeovers Regulations, in the Bhagwati report[2] was that there should be equality of treatment and opportunity to all shareholders. With this, one could argue that since veto rights are provided to a specific stakeholder mostly the investor , the mere existence of veto rights does not permit equality amongst shareholders and hence, such rights amount to control in the hands of the investor. If we consider this argument, then, how does an investor put checks and controls in place to protect his investment? Or how does an investor safeguard his investments from any blatant decisions of the majority shareholders? Emphasis Supplied. The quantitative test is relatively simple.

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No E — In the exercise of the powers conferred by section30 of the Securities and Exchange Board of India Act, 15 of ,the Board hereby makes the following Regulations namely: —. Provided that the transfer from joint control to sole control is effected in accordance with clause e of sub — regulation 1 of regulation3. Provided that sub-clause ix shall not apply to a bank whose sole relationship with the acquirer or with any company, which is a holding company or a subsidiary of the acquirer or with a relative of the acquirer, is by way of providing normal commercial banking services or such activities in connection with the offer such as confirming availability of funds, handling acceptances and other registration work. Provided that a director or officer of the target company or any other person shall not be a promoter, if he is acting as such merely in his professional capacity. Provided that the Financial Institutions, Scheduled Banks and Foreign Institutional Investors FIIs shall be treated as promoters or promoter group for the subsidiaries or companies promoted by them or mutual funds sponsored by them. Provided that if such an allotment is made pursuant to a firm allotment in the public issues, such allotment shall be exempt only if full disclosures are made in the prospectus about the identity of the acquirer who has agreed to acquire the shares, the purpose of acquisition, consequential changes in voting rights, shareholding pattern of the company and in the Board of Directors of the Company, if any, and whether such allotment would result in change in control over the company. Provided that the limit mentioned in sub-clause ii will not apply to the acquisition by any person presently in control of the company and who has in the rights letter of offer made disclosures that they intend to acquire additional shares beyond their entitlement if the issue is under-subscribed.

Page 3 of 20 8. An open offer is an offer made by the acquirer to the shareholders of the target company inviting them to tender their shares in the target company. Link to this page:. Please provide details as to how the regulatory framework governing Takeovers has evolved over a period?


(1) These regulations may be called the Securities and Exchange Board of India 2 Proviso substituted by the SEBI (Substantial Acquisition of Shares Shares and Takeovers) Regulations, , any reference thereto in.


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No E — In the exercise of the powers conferred by section30 of the Securities and Exchange Board of India Act, 15 of ,the Board hereby makes the following Regulations namely: —. Provided that the transfer from joint control to sole control is effected in accordance with clause e of sub — regulation 1 of regulation3. Provided that sub-clause ix shall not apply to a bank whose sole relationship with the acquirer or with any company, which is a holding company or a subsidiary of the acquirer or with a relative of the acquirer, is by way of providing normal commercial banking services or such activities in connection with the offer such as confirming availability of funds, handling acceptances and other registration work. Provided that a director or officer of the target company or any other person shall not be a promoter, if he is acting as such merely in his professional capacity. Provided that the Financial Institutions, Scheduled Banks and Foreign Institutional Investors FIIs shall be treated as promoters or promoter group for the subsidiaries or companies promoted by them or mutual funds sponsored by them. Provided that if such an allotment is made pursuant to a firm allotment in the public issues, such allotment shall be exempt only if full disclosures are made in the prospectus about the identity of the acquirer who has agreed to acquire the shares, the purpose of acquisition, consequential changes in voting rights, shareholding pattern of the company and in the Board of Directors of the Company, if any, and whether such allotment would result in change in control over the company. Provided that the limit mentioned in sub-clause ii will not apply to the acquisition by any person presently in control of the company and who has in the rights letter of offer made disclosures that they intend to acquire additional shares beyond their entitlement if the issue is under-subscribed.

In this matter, the WTM had to decide, inter alia , whether there had been an acquisition of control by the Noticees defined below by the signing of an agreement under which they obtained certain rights as described below , which would mandate the making of an open offer under the Takeover Code However, there are certain parts of the order of the WTM which are contradictory leading to an unclear conclusion. In , the Noticees were obligated to make a mandatory open offer under the Takeover Code , pursuant to the conversion of the FCCBs into equity shares resulting in the acquisition of voting rights in KHIL in excess of the limits set out in Regulation 3 1 of the Takeover Code 3. These rights included the right to nominate a director on the board of KHIL, restrictions on KHIL and its promoters from acting against the interest of the Noticees, and affirmative voting rights granted to the Noticees. The Noticees consequently amended the letter of offer and included for the revised calculation of the offer price.

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5 Response
  1. Marine S.

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