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sebi formats takeover reg. 29

sebi formats takeover reg. 29

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  • 1. ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India CIRCULARSEBI/CFD/DCR/SAST/ 2/2011/10/20 October 20, 2011To,All Registered Merchant BankersAll Recognized Stock ExchangesDear Sir(s), Sub: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (The Regulations)1. This is in continuation of the circular No SEBI/CFD/DCR/SAST/ 1/2011/09/23 dated September 23, 2011 on the captioned Regulations wherein various formats for the reports/ disclosures to be filed were specified. The formats for disclosures for acquisition and disposal of shares under Regulation 29 (1) and 29 (2) of the Regulations, which have since been finalized are placed as Annexure-A and Annexure-B respectively.2. A copy of this circular and the above stated formats are available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Takeovers”. Yours faithfully, Neelam Bhardwaj General Manager +91-22-26449350 neelamb@sebi.gov.in Page 1 of 6
  • 2. ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India Annexure-A Format for Disclosures under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 20111. Name of the Target Company (TC)2. Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer3. Whether the acquirer belongs to Promoter/Promoter group4. Name(s) of the Stock Exchange(s) where the shares of TC are Listed Number % w.r.t.total % w.r.t.5. Details of the acquisition of share/voting total diluted shares/voting rights/holding capital share/voting of the Acquirer and PAC wherever capital of applicable the TC (*)Before the acquisition underconsideration, holding of : a) Shares carrying voting rights b) Voting rights (VR) otherwise than by equity 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)Total (a+b+c) Page 2 of 6
  • 3. ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of IndiaDetails 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 voting rights in the TC (specify holding in each category) acquiredTotal (a+b+c)After the acquisition, holding of: a) Shares carrying voting rights b) VRs otherwise than by equity 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) after acquisitionTotal (a+b+c)6. Mode of acquisition (e.g. open market / public issue / rights issue /preferential allotment / inter-se transfer, etc.)7. Date of acquisition of/ date of receipt of intimation of allotment of shares /VR/ warrants/convertible securities/any other Page 3 of 6
  • 4. ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India instrument that entitles the acquirer to receive shares in the TC. 8. Equity share capital / total voting capital of the TC before the said acquisition 9. Equity share capital/ total voting capital of the TC after the said acquisition 10. Total diluted share/voting capital of the TC after the said acquisitionNote:(*) Diluted share/voting capital means the total number of shares inthe TC assuming full conversion of the outstanding convertiblesecurities/warrants into equity shares of the TC.Signature of the acquirer / Authorised SignatoryPlace:Date: Page 4 of 6
  • 5. ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India Annexure-B Format for disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 20111. Name of the Target Company (TC)2. Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer3. Whether the acquirer belongs to Promoter/Promoter group4. Name(s) of the Stock Exchange(s) where the shares of TC are Listed5. Details of the acquisition / Number % w.r.t.total % w.r.t. total disposal/holding of shares/voting share/voting diluted rights/holding of the Acquirer and capital share/voting PAC wherever capital of the applicable TC (*)Before the acquisition/disposal underconsideration, holding of : a) Shares carrying voting rights b) Voting rights (VR) otherwise than by shares c) 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)Total (a+b+c)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 Page 5 of 6
  • 6. ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired/sold Total (a+b+c)After the acquisition/sale, holding of: a) Shares carrying voting rights b) VRs 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) after acquisition.Total (a+b+c)6. Mode of acquisition / sale (e.g. open market / off-market / public issue / rights issue / preferential allotment / inter-se transfer etc).7. Date of acquisition / sale of shares / VR or date of receipt of intimation of allotment of shares, whichever is applicable8. Equity share capital / total voting capital of the TC before the said acquisition / sale9. Equity share capital/ total voting capital of the TC after the said acquisition / sale10. Total diluted share/voting capital of the TC after the said acquisition/sale.(*) Diluted share/voting capital means the total number of shares in the TC assuming fullconversion of the outstanding convertible securities/warrants into equity shares of theTC.Signature of the acquirer / seller / Authorised SignatoryPlace:Date: Page 6 of 6

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