1. Chandigarh 29.03.2008

3. Regulation 3(3) Regulation 3(4) Regulation 3(5) Regulation 6 Regulation 7 Regulation 8 Regulation 10, 11 & 12 Regulation 20(4) & 20(5) Clause 40A of Listing Agreement Disclosures & Compliances Open Offer Provisions Pricing Provisions Minimum Public Shareholding Regulation 3 (1) Exemptions under Takeover Code Regulation 4 Takeover Panel Exemptions

5. Acquisition of more than 5%, 10%, 14%, 54% & 74% [ Regulation 7] Persons, who are holding between 15% - 55%, acquisition/ sale aggregating more than 2 % or more voting rights [Regulation 7(1A)] Person holding more than 5% shares [Regulation 6]

6. Acquisition more than 15% or more voting rights [ Regulation 10] Persons, who are holding between 15% - 55%, acquisition more than 5% or more voting rights in a financial year.[Regulation 11(1)] Persons, who are holding more than 55% , acquisition of single share or voting right [Regulation 11(2)]

9. Intimation to Stock Exchange Regulation 3(3) & Report to SEBI (Regulation 3 (4) is required to be filed in every case.

11. C OMPARISON OF SOME KEY TERMS

12. Vs. “ SEBI Takeover Code is applicable on acquisition of voting rights beyond the specified limits.” Nagreeka Exports Limited, Jain Irrigation Systems Limited

13. Vs. “ A person may acquire control over a Company without acquiring the shares. Acquisition of shares is covered under regulation 10 & 11 whereas acquisition of control is covered under regulation 12”

15. R EGULATION 6 & 8 – CONTINUAL DISCLOSURES

19. R EGULATION 7 – EVENT –BASED DISCLOSURES

23. R EGULATION 10, 11 & 12 – PUBLIC ANNOUNCEMENT

24. Regulation Existing holding (Any person already holding…) Shall not acquire shares or voting rights entitling him to exercise Voting rights Maximum Allowable Holding 10 0-15% 15% or more voting rights 11(1) 15%-55% Additional 5% more voting rights 11(2) 55%-75% Any single share 12 Shall not acquire control over the target company Unless such person makes a PUBLIC ANNOUNCEMENT to acquire such shares in accordance with the regulations.

26. Whether the Acquirer is eligible for exemption?? NO

28. P AYMENT OF NON-COMPETE CONSIDERATION

33. R EGULATION 3 – EXEMPTIONS

35. On 16.01.2006 , A & B gave an Open Offer. With in 3 years On 19.12.2006, A agreed to transfer his shareholding to B A & B were shown as promoters in the Open Offer. The exemption was claimed u/r 3 (1) (e) (iii) (b). The regulation applicable in this case is regulation 3 (1) (e) (iv), therefore since the promoters are not acquiring shares after three years from the date of closing of open offer , the acquisition is NOT EXEMPT. SEBI Decision:

36. X Ltd (Foreign Company) Y Ltd (Foreign Company) Z Ltd (Indian Listed Company) Scheme of Arrangement approved by HC of a Foreign Country Holding Company Subsidiary Company

38. R EGULATION 4 – A STUDY ON SOME GROUNDS & ISSUES…