SEBI SAST Regulations 2011Practising Company Secretaries
SEBI SAST 1997 Transition
SEBI SAST 2011 Transformation
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Definitions
“Convertible Security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder of the security, and includes convertible debt instruments and convertible preference shares.
“Enterprise Value” means the value calculated as market capitalization of a company plus debt, minority interest and preferred shares, minus total cash and cash equivalents
“Identified date” means the date falling on the tenth working day prior to the commencement of the tendering period, for the purposes of determining the shareholders to whom the letter of offer shall be sent
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“Frequently traded shares” means shares of a target company in which the traded turnover on any stock exchange during the twelve calendar months preceding the calendar month in which the public announcement is made, is at least ten per cent of the total number of shares of such class of such target company:
Provided that where the total share capital of the target company is not identical throughout such period, the weighted average number of total shares of the target company shall represent the total number of shares.
“Immediate Relative” means any spouse of a person, and includes parent, brother, sister or child of such person or of the spouse.
“Tendering Period” means the period within which shareholders may tender their shares in acceptance of an open offer to acquire shares made under these regulations;
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“Offer Period” means the period between the date of entering into an agreement, formal or informal, to acquire shares, voting rights in, or control over a target company requiring a public announcement, or the date of the public announcement, as the case may be, and the date on which the payment of consideration to shareholders who have accepted the open offer is made, or the date on which open offer is withdrawn, as the case may be.
“Shares” means shares in the equity share capital of a target company carrying voting rights, and includes any security which entitles the holder thereof to exercise voting rights;
Explanation.— For the purpose of this clause shares will include all depository receipts carrying an entitlement to exercise voting rights in the target company;
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Promoters and members of the promoter group.
Immediate relatives.
A collective investment scheme and its collective investment management company, trustees and trustee company.
Associate Means:-
any immediate relative of such person;
trusts of which such person or his immediate relative is a trustee;
partnership firm in which such person or his immediate relative is a partner; and members of Hindu undivided families of which such;
person is a coparcener;
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“Promoter” has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and includes a member of the promoter group.
“Promoter Group” has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.
“Volume Weighted Average Market Price” means the product of the number of equity shares traded on a stock exchange and the price of each equity share divided by the total number of equity shares traded on the stock exchange.
“Volume Weighted Average Price” means the product of the number of equity shares bought and price of each such equity share divided by the total number of equity shares bought.
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 Sr. No
1
200
500
1,00,000
2
300
667
2,00,100
3
500
898
4,49,000
4
700
450
3,15,000
5
600
999
5,99,400
TOTAL
2,300
16,63,500
Volume Weighted Average Market price = Product of (A and B) /Total of A
=1663500/2300
=Rs.723.26
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“Weighted Average Number Of Total Shares” means the number of shares at the beginning of a period, adjusted for shares cancelled, bought back or issued during the aforesaid period, multiplied by a time-weighing factor.
Example Weighted Average No. of Shares
200,000 shares of A Limited were outstanding as 1st April, 2011. The Company issued 100,000 equity shares on 1st Oct, 2011.
Weighted Average No. of shares outstanding during the year
= {[12 x 200,000] + [100,000 x 6]} / 12 = 250,000.
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Initial Trigger limits have been raised from 15% to 25%
Multiple triggers at 55% & 75% have been done away
Creeping acquisition limit has been retained at 5%
Creeping acquisition can be done at the rate of 5% every year till the holdings reach 75%
Open offer has been made mandatory when there is change in control.
Exemption by passing a special resolution has been done away
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Following Explanations have been added:-
Gross acquisitions alone shall be taken into account regardless of any intermittent fall in shareholding or voting rights whether owing to disposal of shares held or dilution of voting rights owing to fresh issue of shares by the target company.
Example
Mr. A holds 20% and his wife holds 10 % of Equity Share capital of ABC Ltd as on 31st March 2010. Mr. A acquires additional 2 % on 1st September, 2010 and another 3 % on 31st December, 2010. He sold 4 % of his shares on 31st January, 2011 in open market. He wants to acquire another 2% on 1st March, 2011. Can he do the same?
Yes, But he will have to make an open offer.
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In the case of acquisition of shares by way of issue of new shares by the target company or where the target company has made an issue of new shares in any given financial year, the difference between the pre-allotment and the post-allotment percentage voting rights shall be regarded as the quantum of additional acquisition .
Case 1
XYZ Ltd has 1,00,000 shares outstanding in the market. Mr. A holds 30,000 shares. The company makes a further issue of 10,000 shares. Mr. A is allotted 5000 Shares and remaining 5000 are allotted to a FII. Calculate the % of additional acquisition by Mr. A.
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Pre Allotment Holding -30%
Additional Acquisition - 1.81%
Case 2
Suppose in Case 2 above Mr. A acquires 3000 shares prior to above allotment. Calculate the % of additional acquisition by Mr. A.
Pre Allotment Holding - 33%
Additional Acquisition - 1.54%
So total additional Acquisition during the year is 3% {(3,000/100,000)*100} +1.54% = 4.54%
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It has been further stated in Regulation 3(3) that:-
For the purposes of sub-regulation (1) and sub-regulation (2), acquisition of shares by any person, such that the individual shareholding of such person acquiring shares exceeds the stipulated thresholds, shall also be attracting the obligation to make an open offer for acquiring shares of the target company irrespective of whether there is a change in the aggregate shareholding with persons acting in concert.
Case 1
 
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Mr. A will have to make a PA as his individual holding increases beyond 25%.
Case 2
Suppose Mr. A has 18 % Shares of ABC Ltd instead of 22%. He acquires additional 5.1 % from Mrs. A. Whether he will have to make an open offer?
Mr. A will have to make a PA as his individual holding increases beyond 5% creeping acquisition limit during the year.
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INDIRECT ACQUISITION OF SHARES OR CONTROL
5. (1) For the purposes of regulation 3 and regulation 4, acquisition of shares or voting rights in, or control over, any company or other entity, that would enable any person and persons acting in concert with him to exercise or direct the exercise of such percentage of voting rights in, or control over, a target company, the acquisition of which would otherwise attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations, shall be considered as an indirect acquisition of shares or voting rights in, or control over the target company
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Case 1
 
No, he will not have to make an open offer. As 20% stake is a minority stake which does not enable the holder to influence the decisions of H Ltd. It does not enable him to exercise voting rights over T Ltd.
Case 2
Mr. A owns 5% and Mrs. A holds 10% equity shares in T ltd. Mr. A acquires 60% of Shareholding in Z Ltd which owns 12% in T Ltd. Will he be required to make an open offer?
Yes, he will have to make an open offer. As 60% stake is a majority stake which enables the holder to influence the decisions of Z Ltd. It enables him to exercise voting rights of 27% over T Ltd.
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5 (2) Notwithstanding anything contained in these regulations, in the case of an indirect acquisition attracting the provisions of sub-regulation (1) where,—
the proportionate net asset value of the target company as a percentage of the consolidated net asset value of the entity or business being acquired;
the proportionate sales turnover of the target company as a percentage of the consolidated sales turnover of the entity or business being acquired; or
the proportionate market capitalisation of the target company as a percentage of the enterprise value for the entity or business being acquired; is in excess of eighty per cent, on the basis of the most recent audited annual financial statements, such indirect acquisition shall be regarded as a direct acquisition of the target company for all purposes of these regulations including without limitation, the obligations relating to timing, pricing and other compliance requirements for the open offer.
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XYZ is an unlisted company. Its owns 51% in A Ltd a Listed Company(Target). The Consolidated Turnover of XYZ Ltd is Rs. 3000 Crores and the Consolidated NAV is Rs. 1000 Crores. The Standalone Sales turnover of A Ltd is 2500 and its standalone NAV is 850 Crores.
Proportionate NAV of A Ltd as a percentage of the consolidated NAV of XYZ Ltd is 85.00%(850/1000 x 100).
Proportionate Sales of A Ltd as a percentage of the consolidated sales of XYZ Ltd is 83.33% (2500/3000 x 100).
Hence this acquisition shall be Deemed as direct acquisition of A Ltd and hence all the requirement for direct acquisition shall be applicable.
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Voluntary Offer
The acquirer together with PAC must hold 25% or more equity shares or voting rights.
The acquirer or PAC should not have acquired any shares by creeping acquisition or by any mode which is exempted during the 52 weeks preceding the PA. However he can acquire shares by way of Bonus or Stock Split or an open offer.
The open offer shall be for minimum of 10% of outstanding shares.
Compliances to be made if a voluntary open offer is made:-
The acquirer shall not acquire any shares during the open offer otherwise than under the open offer.
The acquirer cannot acquire any shares for a period of six months after completion of open offer. However he can make another Voluntary offer or make a competing offer during the said period.
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Disclosure Requirements
Regulation 28 -
The disclosures under this Chapter shall be of the aggregated shareholding and voting rights of the acquirer or promoter of the target company or every person acting in concert with him.
For the purposes of this Chapter, the acquisition and holding of any convertible security shall also be regarded as shares, and disclosures of such acquisitions and holdings shall be made accordingly.
For the purposes of this Chapter, the term “encumbrance” shall include a pledge, lien or any such transaction, by whatever name called.
Upon receipt of the disclosures required under this Chapter, the stock exchange shall forthwith disseminate the information so received.
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Event Based Disclosures
Initial disclosure shall be made when aggregate shareholding of acquirer along with PACs reaches 5%.
Once the holding crosses 5% every purchase and sale of aggregating to 2% shall have to be disclosed.
Disclosure is to be made within 2 working days to the stock exchange and the target company.
Creation of pledge or any other encumbrance shall be treated as acquisition and release of such pledge or encumbrance shall be treated as disposal and disclosures shall have to be made accordingly.
However Scheduled Commercial Banks and PFIs are exempt form disclosure requirements if they act as as pledgee in connection with a pledge of shares for securing indebtedness in the ordinary course of business.
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Case 1: Mr. A acquires 2% shares or voting rights of T Limited on 01/11/2011 which taken together with 4% shares or voting rights already held by him OR in association with Mr. P, aggregates to more than 5% shares of T Limited.
Then Mr. A and Mr. P needs to disclose their aggregate shareholding and voting rights to T Limited and BSE (where it is listed) on or before 03/11/2011 in the format Annexure A given by SEBI in Circular no. SEBI/CFD/DCR/SAST/ 2/2011/10/20 dated 20/10/2011.
Case 2: Mr. A along with Mr. P holds 6% (5% or more) shares or voting rights of T Limited. On 01/11/2011 Mr. A acquires 2% shares or voting rights of T Limited.
 
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Case 3: On 01/11/2011 Mr. X holding 10% shares in T Limited pledges 3% of his shares (shares taken by way of encumbrance shall be treated as an acquisition) to Mr. A already holding 6% shares in T Limited.
Then Mr. A shall disclose such acquisition and Mr. X such disposal (by way of encumbrance) of 3 % shares to T Limited and BSE (where it is listed) on or before 03/11/2011 in the format Annexure B given by SEBI in Circular no. SEBI/CFD/DCR/SAST/ 2/2011/10/20 dated 20/10/2011.
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Continual Disclosures
These disclosures to be made by every person which together with PACs hold more than 25% of shares or voting rights in the target company and also the promoters of target company.
They have to disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in the Target Company.
Disclosure to be made within 7 working days from the end of Financial Year to every stock Exchange where the shares of the Company are listed and to the Company.
Case 1:
As on 31/03/2011 Mr. A together with Mr. P holds shares of T Limited which entitles them to exercise more than 25% voting right in T Limited.
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They shall disclose their aggregate shareholding and voting rights within seven working days from 31/03/2011 to BSE and T Limited.
Case 2:
Mr. XYZ, is a Promoter of T Ltd.
He and members of promoter Group and PACs, shall disclose their aggregate shareholding and voting rights as on 31/03/2011 to BSE and T Limited within seven working days from 31/03/2011.
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Disclosure of shares encumbered by Promoters
Every encumbrance of shares of target company by Promoters and PACs shall have to be disclosed.
Disclosure shall be made at the time of creation, invocation or release of encumbrance.
Disclosure to be made within 7 working days from creation, invocation or release of encumbrance to every stock Exchange where the shares of the Company are listed and to the Company.
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Identify and Categorise:-
Immediate Relatives
Ensure that timely disclosures are made by your promoters, members of Promoter Group and PACs.
Monitor the holdings of promoters, members of Promoter Group and PACs and take necessary action as required.
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Ensure that timely intimation is sent to stock exchanges in respects of transfers exempt under regulation 10.
Ensure that timely reports are filed in respect of transfers exempt under Regulation 10 with Stock Exchanges and SEBI, if applicable.
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Role of Company Secretary of an Acquirer
Conduct due diligence on the target company.
Check if provisions of Competition Act would apply and if applicable take action accordingly.
Consider all modes of acquisition permissible and advise the management accordingly on the best way to execute the transaction.
Thoroughly examine the takeover regulations and make a checklist and timeline for compliances.
Assist the management in appointment of competent Merchant Bankers and other intermediaries.
Ensure that requisite approvals under Sec 372 and 293 and other applicable provisions of the Companies Act, 1956 are in place.
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Ensure that the pricing guidelines are complied with.
Ensure that the requisite funds are kept ready and back up funding options are also in place.
Ensure that the obligations of the acquirer as specified in the regulations are complied with.
Since a lot of information such as pricing etc will become available at the last moment, its is likely to be a very high pressure exercise. Hence it is very important for the CS to maintain his cool and ensure that none of the requirements are missed.
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Role of Company Secretary of a Target
Ensure that the obligations of the target as specified in the regulations are complied with.
To advise the directors not to sell, transfer, encumber, or otherwise dispose off substantial assets of the company or its subsidiaries or issue or allot shares during the offer period unless a special resolution by postal ballot is passed.
Place the copy of PA and Letter of offer before the board.
To furnish the list of shareholders to the acquirer
Help the Board in sending the recommendation on open offer
Help the acquirer in verification of shares tendered in acceptance of open offer.
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Offer Size
The offer size under regulation 3 and regulation 4 shall be for at least twenty six per cent of total shares of the target company, as of tenth working day from the closure of the tendering period.
Obligation has been placed on the acquire to take into account all potential increases in the number of outstanding shares during the offer period contemplated as of the date of the public announcement.
If there is an increase in total number of shares, after the public announcement, which is not contemplated on the date of the public announcement then the offer size shall be proportionately increased.
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Example:-
Mr. A wants to acquire 25% of equity share capital of T Ltd. He has made a public announcement on 1st October, 2011. The tendering period is from 1st November to 16th November, 2011. T ltd has 100,000 equity shares outstanding as on 1st October, 2011. The Company also has 10,000 Compulsorily Convertible Debentures outstanding against which 5,000 equity shares will have to be issued. They are due for conversion on 17th November, 2011 and shares will have to be issued immediately.
Mr. A will have to make an open offer. The minimum size of the open offer shall be 26% total shares of the target company. The 26% shall be calculated on the enhanced no of shares i.e 1,05,000. Hence he will have to make an open offer for 27300 shares.
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The Size of the voluntary shall be minimum 10% and shall not exceed such amount as would result in the post-acquisition holding of the acquirer and PACs exceeding the maximum permissible nonpublic shareholding.
If an competing offer is made against the Voluntary offer then the size of Voluntary offer can be increased to such amount as the first acquirer deems fit.
This increase in the size of offer has to be made within 15 working days from the PA of competing offer, failing to which he cannot increase the size.
Once the size of voluntary offer is increased it will cease to be a voluntary offer and be considered a open offer under regulation 3(2).
the acquirer, PACs and the parties to any underlying agreement including deemed PACs of such parties cannot tender their shares in any open offer.
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Minimum Price for Direct Acquisition
8(1) The Minimum offer price shall be the highest of following:-
the highest negotiated price per share of the target company for any acquisition under the agreement attracting the obligation to make a public announcement of an open offer;
the volume-weighted average price paid or payable for acquisitions, whether by the acquirer or by any person acting in concert with him, during the fifty-two weeks immediately preceding the date of the public announcement;
the highest price paid or payable for any acquisition, whether by the acquirer or by any person acting in concert with him, during the twenty six weeks immediately preceding the date of the public announcement;
the volume-weighted average market price of such shares for a period of sixty trading days immediately preceding the date of the public announcement as traded on the stock exchange where the maximum volume of trading in the shares of the target company are recorded during such period, provided such shares are frequently traded;
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where the shares are not frequently traded, the price determined by the acquirer and the manager to the open offer taking into account valuation parameters including, book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies; and
the per share value computed under sub-regulation (5), if applicable.
Example
Mr A wants to take over CBB Ltd a Listed Company. CBB Ltd has 10,00,00,000 shares outstanding. He purchased shares of CBB Ltd on as per details presented in the table given below. Some purchases were made on stock exchange and some of them were made on privately form other shareholders
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39
He enters in to an agreement with Mr. H who holds 16% shares of CBB Ltd on 15th March, 2011 to purchase his entire shareholding at the rate of 850 per share. The shares of CBB ltd are frequently traded. The public announcement was made on 1st April, 2011. Calculate the minimum price payable in the open offer.
The Minimum open offer price shall be the Highest of following:-
Rs.850 agreed to be paid to Mr. H.
Rs. 900 being the highest price paid for any acquisition during the twenty six weeks immediately preceding the date of the public announcement. (Since 01/10/2010)
Rs. 750 being the volume-weighted average market price of such shares for a period of sixty trading days immediately preceding the date of the public announcement.
Rs.764 being the Volume - weighted average price paid for acquisitions during 52 weeks preceding the date of Public Announcement.
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Product (A x B)
So the minimum price will be Rs. 900 per share.
The Conditions for minimum price in case of Indirect Acquisitions are also same. However one additional criteria has been prescribed which is as follows:-
the highest price paid or payable for any acquisition, whether by the acquirer or by any person acting in concert with him, between the earlier of, the date on which the primary acquisition is contracted, and the date on which the intention or the decision to make the primary acquisition is announced in the public domain, and the date of the public announcement of the open offer for shares of the target company made under these regulations.
Also the cut off date is date of contract or the date on which the intention or the decision to make the primary acquisition is announced in the public domain instead of date of PA.
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8(5) In the case of an indirect acquisition and open offers under sub-regulation (2) of regulation 5 where,—
the proportionate net asset value of the target company as a percentage of the consolidated net asset value of the entity or business being acquired;
the proportionate sales turnover of the target company as a percentage of the consolidated sales turnover of the entity or business being acquired; or
the proportionate market capitalization of the target company as a percentage of the enterprise value for the entity or business being acquired; is in excess of fifteen per cent, on the basis of the most recent audited annual financial statements, the acquirer shall, notwithstanding anything contained in sub-regulation (2) or sub-regulation (3), be required to compute and disclose, in the letter of offer, the per share value of the target company taken into account for the acquisition, along with a detailed description of the methodology adopted for such computation.
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Example.
Astra Inc is a company incorporated in USA, It has a Subsidiary in India by the name of Astra India Limited which is listed on BSE and NSE. Vertigo Inc. acquires 51% in Astra Inc for $6,000. The Consolidate NAV of Astra Inc is $4,000 Crores, Consolidated Sales is $8000 croresand Market Capitalization is $10,000 Crores. NAV of Astra India is $1,000 Crores, Sales are $ 3000 Crores and Market Capitalization is $3,000 Crores.
Since there is an indirect acquisition of Astra India, Vertigo will have to make a open offer in India. Since the Proportionate NAV, sales and Market Cap of Astra India as a percentage of the consolidated NAV, sales and Market Cap of Astra INC is 25%, 37.5% and 30% respectively the provisions of this sub regulation are attracted. Hence Vertigo Inc is required to compute and disclose, in the letter of offer, the per share value ascribed to Astra India when determining the price for acquisition of Astra Inc, along with a detailed description of the methodology adopted for such computation.
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Additional Pricing Provisions
8(6) If the acquirer or any PAC has any outstanding convertible instruments convertible into shares of the target company at a specific price, the price at which such instruments are to be converted into shares, shall also be considered.
8(7) The price paid for shares of the target company shall include control premium or as non-compete fees or any other fee.
8(8) Where the acquirer has acquired or agreed to acquire whether by himself or through or with PACs any shares or voting rights in the target company during the offer period, whether by subscription or purchase, at a price higher than the offer price, the offer price shall stand revised to the highest price paid or payable for any such acquisition:
Provided that no such acquisition shall be made after the third working day prior to the commencement of the tendering period and until the expiry of the tendering period.
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8(10) Where the acquirer or persons acting in concert with him acquires shares of the target company during the period of twenty-six weeks after the tendering period at a price higher than the offer price under these regulations, the acquirer and persons acting in concert shall pay the difference between the highest acquisition price and the offer price, to all the shareholders whose shares were accepted in the open offer, within sixty days from the date of such acquisition:
Provided that this provision shall not be applicable to acquisitions under another open offer under these regulations or pursuant to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of shares of the target company whether by way of bulk deals, block deals or in any other form.
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8(11) Where the open offer is subject to a minimum level of acceptances, the acquirer may, subject to the other provisions of this regulation, indicate a lower price, which will not be less than the price determined under this regulation, for acquiring all the acceptances despite the acceptance falling short of the indicated minimum level of acceptance, in the event the open offer does not receive the minimum acceptance.
8(12) In the case of any indirect acquisition, other than the indirect acquisition referred in sub-regulation (2) of regulation 5, the offer price shall stand enhanced by an amount equal to a sum determined at the rate of ten per cent per annum for the period between the earlier of the date on which the primary acquisition is contracted or the date on which the intention or the decision to make the primary acquisition is announced in the public domain, and the date of the detailed public statement, provided such period is more than five working days.
8(13) The offer price for partly paid up shares shall be computed as the difference between the offer price and the amount due towards calls-in-arrears including calls remaining unpaid with interest, if any, thereon.
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8(14) The offer price for equity shares carrying differential voting rights shall be determined by the acquirer and the manager to the open offer with full disclosure of justification for the price so determined, being set out in the detailed public statement and the letter of offer:
Provided that such price shall not be lower than the amount determined by applying the percentage rate of premium, if any, that the offer price for the equity shares carrying full voting rights represents to the price parameter computed under clause (d) of sub-regulation 2, or as the case may be, clause (e) of sub-regulation 3, to the volume-weighted average market price of the shares carrying differential voting rights for a period of sixty trading days computed on the same terms as specified in the aforesaid provisions, subject to shares carrying full voting rights and the shares carrying differential voting rights, both being frequently traded shares.
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Example
ABC Limited has 2 classes of Equity shares namely Ordinary Equity Shares and DVRs. The open offer price of Ordinary shares in Rs. 130 per share. The 60 Days VWAMP of ordinary shares is Rs. 100 per share and for DVRs Rs. 50 per share. Calculate the minimum offer price for DVRs.
The offer price of ordinary shares is at a 30% premium to its 60day VWAMP. Hence the minimum price for DVRs will be Rs. 65.
8(16) For purposes of clause (e) of sub-regulation (2) and sub-regulation (4), the Board may, at the expense of the acquirer, require valuation of the shares by an independent merchant banker other than the manager to the open offer or an independent chartered accountant in practice having a minimum experience of ten years.
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