The document summarizes key aspects of the evolution and framework of SEBI's Takeover Code in India, which regulates mergers & acquisitions. It outlines objectives to protect shareholder interests while facilitating takeovers. Key definitions include acquirer, control, and persons acting in concert. It describes periodic and continual disclosure requirements. Trigger points that require open offers are acquiring over 15%, 15-55%, 55-75%, or gaining control. Exemptions are provided. The public announcement and letter of offer timeline and minimum offer price and payment terms are summarized.
This document provides definitions and explanations related to takeovers and the Takeover Code in India. It defines key terms like acquirer, control, shares, promoter, person acting in concert, target company. It summarizes regulations around disclosures for acquisition of shares above certain thresholds and the requirement for open offers when acquisition of shares takes the holding above certain levels like 15% and 55%. It also discusses judgements around interpretation of some of these terms.
The document summarizes key aspects of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 or the SEBI Takeover Code. It outlines the objectives of protecting shareholder interests and ensuring adequate disclosure in M&A transactions. It defines important terms like acquirer, control and persons acting in concert. It also describes provisions around periodic disclosures, open offer triggers, exemptions and timelines that must be followed for open offers.
The document summarizes the key proposed changes to SEBI's takeover regulations and perspectives from industry. Some major changes include increasing the threshold for a mandatory open offer from 15% to 25%, requiring any change in control to be through an open offer, increasing the minimum offer size from 20% to 100%, and reducing the timeline for completing an open offer. While some changes like a higher threshold align with global norms, industry has concerns around issues like cost increases and fewer open offer opportunities due to the changes.
This presentation clarifies the provisions of SEBI Takeover Code including exemptions and creeping acquisition provisions. In addition to this, it gives an anlaysis of recent amendment in regulations and judicial pronouncements made under these regulations.
The document outlines the key provisions of SEBI's takeover code regarding open offers for acquisition of shares in an Indian target company. Some of the main points covered include:
1) The initial trigger point for a mandatory open offer is acquisition of 25% or more voting rights in the target company.
2) Creeping acquisitions of up to 5% per year are allowed without an open offer for acquirers holding between 25-75% stake.
3) Acquisition of control, directly or indirectly, requires an open offer. Various types of indirect acquisitions are defined.
4) Voluntary open offers must meet certain conditions but allow non-mandatory acquisitions of over
Acquisition of Shares & Takeover SEBI REGUL manjunath
The document outlines regulations from the SEBI Regulation Act of 1997 regarding substantial acquisitions of shares and takeovers. It establishes rules for disclosing shareholding over 5% within 2 months, requirements for public announcements and offers when acquiring over 10% of shares, pricing guidelines for offers, escrow account funding, and restrictions on acquiring shares of financially weak companies. The act aims to promote transparency and shareholder rights in business takeovers.
The document discusses key aspects of India's Takeover Code such as definitions of acquirer, control, promoter, target company, shares, and substantial acquisition. It provides details on disclosure requirements for substantial shareholding and control. It also discusses SAT judgements related to concepts like acquirer, PAC, promoter, shares. The document compares promoter definitions before and after 2004 amendments and raises queries on forfeiture of shares and treatment of partly paid shares.
substantial acquisition of shares and take overs (India)92_neil
The document provides an overview of substantial acquisitions of shares and takeovers in India, including definitions of key terms, the evolution and objectives of takeover regulations, types of takeovers and triggers for open offers. It discusses topics such as acquirers, target companies, control, promoters and promoter groups. The presentation also outlines the process, pricing and obligations in public announcements and open offers.
This document provides definitions and explanations related to takeovers and the Takeover Code in India. It defines key terms like acquirer, control, shares, promoter, person acting in concert, target company. It summarizes regulations around disclosures for acquisition of shares above certain thresholds and the requirement for open offers when acquisition of shares takes the holding above certain levels like 15% and 55%. It also discusses judgements around interpretation of some of these terms.
The document summarizes key aspects of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 or the SEBI Takeover Code. It outlines the objectives of protecting shareholder interests and ensuring adequate disclosure in M&A transactions. It defines important terms like acquirer, control and persons acting in concert. It also describes provisions around periodic disclosures, open offer triggers, exemptions and timelines that must be followed for open offers.
The document summarizes the key proposed changes to SEBI's takeover regulations and perspectives from industry. Some major changes include increasing the threshold for a mandatory open offer from 15% to 25%, requiring any change in control to be through an open offer, increasing the minimum offer size from 20% to 100%, and reducing the timeline for completing an open offer. While some changes like a higher threshold align with global norms, industry has concerns around issues like cost increases and fewer open offer opportunities due to the changes.
This presentation clarifies the provisions of SEBI Takeover Code including exemptions and creeping acquisition provisions. In addition to this, it gives an anlaysis of recent amendment in regulations and judicial pronouncements made under these regulations.
The document outlines the key provisions of SEBI's takeover code regarding open offers for acquisition of shares in an Indian target company. Some of the main points covered include:
1) The initial trigger point for a mandatory open offer is acquisition of 25% or more voting rights in the target company.
2) Creeping acquisitions of up to 5% per year are allowed without an open offer for acquirers holding between 25-75% stake.
3) Acquisition of control, directly or indirectly, requires an open offer. Various types of indirect acquisitions are defined.
4) Voluntary open offers must meet certain conditions but allow non-mandatory acquisitions of over
Acquisition of Shares & Takeover SEBI REGUL manjunath
The document outlines regulations from the SEBI Regulation Act of 1997 regarding substantial acquisitions of shares and takeovers. It establishes rules for disclosing shareholding over 5% within 2 months, requirements for public announcements and offers when acquiring over 10% of shares, pricing guidelines for offers, escrow account funding, and restrictions on acquiring shares of financially weak companies. The act aims to promote transparency and shareholder rights in business takeovers.
The document discusses key aspects of India's Takeover Code such as definitions of acquirer, control, promoter, target company, shares, and substantial acquisition. It provides details on disclosure requirements for substantial shareholding and control. It also discusses SAT judgements related to concepts like acquirer, PAC, promoter, shares. The document compares promoter definitions before and after 2004 amendments and raises queries on forfeiture of shares and treatment of partly paid shares.
substantial acquisition of shares and take overs (India)92_neil
The document provides an overview of substantial acquisitions of shares and takeovers in India, including definitions of key terms, the evolution and objectives of takeover regulations, types of takeovers and triggers for open offers. It discusses topics such as acquirers, target companies, control, promoters and promoter groups. The presentation also outlines the process, pricing and obligations in public announcements and open offers.
SEBI Guidelines for Merger and Acquisition.
SEBI (Security Exchange Board of India)
Merger - Combination of two companies
Acquisition - When one company purchase most or all the company assets/shares.
Guidelines - Government body described some rules and regulations to follow.
The document discusses various aspects of SEBI Takeover Code regulations including key definitions, compliance requirements, disclosure obligations, thresholds, exemptions and pricing provisions. Some key highlights include:
- Definitions of acquirer, shares, person acting in concert and what constitutes control.
- Disclosure obligations for acquisitions above certain thresholds (5%, 15% etc.) and timelines to comply.
- Exemptions available for inter-se transfers between qualifying persons subject to certain conditions.
- Determination of open offer price based on highest negotiated price or volume weighted average price for frequently/infrequently traded shares.
- Issues around interpretation of creeping acquisition limits and applicability of regulations.
The document summarizes key aspects of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 regarding takeover of listed companies in India. It defines important terms like acquirer, acquisition, control and outlines the regulations around substantial acquisition of shares or voting rights that trigger an open offer like acquiring over 25% under Regulation 3(1) or creeping acquisition of up to 5% annually under Regulation 3(2). It also describes the process and compliance requirements for open offers including appointment of a merchant banker, contents of public announcement, escrow account, competing offers, exemptions and general obligations of acquirers.
EXTRACT OF THE PRESENTATION - FOR THE CASE LAWS COVERED IN THE SESSION & SEMINARS, FEEL FREE TO EMAIL ME.
SPECIAL THANKS TO CS SHAILASHRI BHASKAR MA'AM, CS PAVAN KUMAR VIJAY SIR FOR THEIR GUIDANCE.
This document outlines the contents of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011, which provides the legal framework for takeover bids and acquisitions of Indian public companies. It discusses the objectives of the regulations, key definitions, triggers for mandatory open offers, offer size and pricing requirements, escrow accounts, the open offer process, obligations of acquirers and target companies, exemptions, and penalties for non-compliance. The regulations aim to protect investors and ensure fair acquisition processes along with timely disclosure of information.
The document provides an overview of the SEBI Takeover Regulations, 2011. It discusses the need for takeover regulations in India due to changes in the capital market scenario. The key highlights of the regulations include thresholds for open offers, exemption limits for disclosure requirements, and obligations of acquirers and merchant bankers. Key definitions under the regulations relate to acquirer, acquisition, control, frequently traded shares, and enterprise value calculation.
The presentation is to learn about Public Issue Rules, 2015 of Bangladesh. The general requirement for offering securities to public should be known to all eligible investors, issuer corporations, and general public. The rules must not be avoided by any of issuers and others connecting with them.
N.B. To watch clearly and concisely, it is highly recommended to download the this file on your Laptop or PC.
1. The document discusses various regulations under the SEBI Takeover Code regarding disclosure requirements and compliance obligations when acquiring shares or voting rights in an Indian listed company beyond certain thresholds.
2. It compares key terms and explains regulations around continual disclosures, event-based disclosures, and the requirement to make a public announcement when acquiring shares or voting rights beyond certain levels.
3. It addresses issues around claiming exemptions under the Takeover Code regulations, applicability of regulations to indirect acquisitions such as those through a scheme of arrangement, and factors to consider for investment decisions that may invoke the Takeover Code.
The document discusses the concept of takeovers under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. It defines key terms like target company, acquirer, person acting in concert, deemed person acting in concert. It explains the requirements for making an open offer like when an open offer is required for substantial acquisition of shares or voting rights or acquisition of control. It outlines the offer size, offer price and mode of payment. It provides for general exemptions and discusses disclosures around shareholding and control that are required.
Statutory Regulations under Company’s Act anddimpisanghavi
The document summarizes regulations around mergers and acquisitions under the Companies Act and SEBI listing agreement in India. It discusses procedures that must be followed for shareholder approval, court sanctions, minimum public shareholding levels, and takeover offer requirements. Key aspects include long approval processes, rules for reducing capital, treatment of foreign acquisitions, and disclosure obligations for listed companies undergoing a change in ownership.
This document outlines the requirements for an initial public offering (IPO) in Bangladesh as per BSEC rules. It discusses the basic requirements an issuer must meet regarding legal structure, capitalization, financial statements, shareholding, and other governance matters. It also describes the process for IPOs using a fixed price or book building method, including eligibility of investors, bidding process to determine the cut-off price, allocation and lock-up periods. The document provides detailed disclosure requirements in the prospectus regarding the issuer's business, operations, properties, financials, risks and use of IPO proceeds.
The new Takeover Code of 2011 introduced several changes from the previous 1997 code:
1. The threshold for triggering an open offer was increased from 15% to 26% shareholding in the target company.
2. The minimum size of the open offer was increased from 20% to 25% of the total shares of the target company.
3. Non-compete fees paid to promoters of the target company are no longer permitted.
The new code aims to provide greater protection to minority shareholders and ensure fair share acquisition during takeovers.
- Companies buy back their own shares to increase the value of remaining shares by reducing supply, or to eliminate threats from shareholders seeking control.
- There are legal requirements for buybacks in India including passing a special shareholder resolution, limits on percentage of shares/capital that can be bought back, and filing documents with regulatory authorities.
- The key methods for conducting a buyback include open market purchases, Dutch auctions, and offers made to existing shareholders on a proportional basis. Companies must follow procedures for making offers, accepting tenders, payment for shares, and cancelling repurchased shares.
The primary market deals with new securities like shares and debentures being offered for the first time. Its main function is to arrange for raising new capital for companies. Underwriting ensures marketability of securities by guaranteeing minimum subscription. Distribution involves selling securities to ultimate investors through brokers and agents. Methods of issuing new securities include public issue through prospectus, offer for sale, private placement, rights issue, bonus issue, and book building. Book building determines the issue price based on bids from investors. Strict SEBI guidelines regulate primary market activities and public issues to protect investors.
The document summarizes key aspects of mergers and acquisitions under the Companies Act 2013 in India. It discusses various tools of restructuring like merger, amalgamation, demerger, acquisition of shares. It provides details of the regulatory framework, approval process, benefits and motives. It specifically explains provisions for fast track mergers, cross border mergers, and single window clearance which allows related proposals to be considered together with a scheme.
Baker & McKenzie's Doing Business in Poland - Chapter 4 (Securties & Finance)Baker & McKenzie Poland
This document summarizes securities and finance regulations in Poland. It discusses that Poland has a well-developed capital market regulated by EU directives. Companies can issue shares, bonds, and other securities recognized by Polish law. Public offerings and securities trading are regulated by acts related to public offerings, organized trading systems, and public companies. The Financial Supervision Authority regulates and oversees the capital markets. There is a stock exchange in Warsaw that securities can be listed on.
The document summarizes new crowdfunding rules in British Columbia that allow private companies to raise capital online without filing a prospectus. Under the new rules, private companies can raise up to $250,000 every 6 months by issuing shares or debt securities to individual investors who can invest up to $1,500 each through an online funding portal. Funding portals are also exempt from registration requirements if they meet certain criteria like maintaining accurate records and not providing investment advice. The new rules create an opportunity for startups to tap into crowdfunding as a source of capital but companies will need to consider how crowdfunding fits with their overall fundraising plans and capital structure.
The TRAC report provides key recommendations to amend the existing SEBI Takeover Regulations, including:
1) Providing more clarity in various definitions, inclusion of judicial decisions, and SEBI views in the regulations.
2) Increasing protections for small shareholders and opportunities for private equity investors.
3) Aligning regulations with global M&A practices, simplifying provisions around control changes, and reducing non-compete fees.
4) Addressing concerns around triggering open offer obligations.
The document summarizes a webinar on the regulatory framework for initial public offerings (IPOs), rights issues, private placements, and alternative investments in Bangladesh. It outlines the types of companies, relevant capital market laws, eligibility criteria for different capital raising methods, and post-issue requirements. The key points are:
1) BSEC regulates Bangladesh's capital market and has laws for different types of private and public companies.
2) Eligibility for IPOs, rights issues, and private placements includes minimum paid-up capital, profitability, and post-issue promoter shareholding.
3) The process involves appointing advisors, issuing a prospectus, allotting shares, and complying
This document describes a hike up Mount Kilimanjaro in Tanzania, mentioning landmarks like icy dawn, Mawenzi peak, and dates and times of the journey. It concludes with reaching the summit and returning to towns like Moshi and Tengeru for fellowship and celebration.
Controlling is a management function that involves monitoring performance, ensuring objectives are met, and taking corrective action when needed. It establishes objectives and standards of measurement, measures actual performance, compares results to standards, and takes action to correct deviations. There are different types of controls including preliminary, concurrent, and postaction controls. Controls can be internal, allowing self-control, or external through direct managerial action. Organizational control systems include processes, policies, performance management, and compensation.
SEBI Guidelines for Merger and Acquisition.
SEBI (Security Exchange Board of India)
Merger - Combination of two companies
Acquisition - When one company purchase most or all the company assets/shares.
Guidelines - Government body described some rules and regulations to follow.
The document discusses various aspects of SEBI Takeover Code regulations including key definitions, compliance requirements, disclosure obligations, thresholds, exemptions and pricing provisions. Some key highlights include:
- Definitions of acquirer, shares, person acting in concert and what constitutes control.
- Disclosure obligations for acquisitions above certain thresholds (5%, 15% etc.) and timelines to comply.
- Exemptions available for inter-se transfers between qualifying persons subject to certain conditions.
- Determination of open offer price based on highest negotiated price or volume weighted average price for frequently/infrequently traded shares.
- Issues around interpretation of creeping acquisition limits and applicability of regulations.
The document summarizes key aspects of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 regarding takeover of listed companies in India. It defines important terms like acquirer, acquisition, control and outlines the regulations around substantial acquisition of shares or voting rights that trigger an open offer like acquiring over 25% under Regulation 3(1) or creeping acquisition of up to 5% annually under Regulation 3(2). It also describes the process and compliance requirements for open offers including appointment of a merchant banker, contents of public announcement, escrow account, competing offers, exemptions and general obligations of acquirers.
EXTRACT OF THE PRESENTATION - FOR THE CASE LAWS COVERED IN THE SESSION & SEMINARS, FEEL FREE TO EMAIL ME.
SPECIAL THANKS TO CS SHAILASHRI BHASKAR MA'AM, CS PAVAN KUMAR VIJAY SIR FOR THEIR GUIDANCE.
This document outlines the contents of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011, which provides the legal framework for takeover bids and acquisitions of Indian public companies. It discusses the objectives of the regulations, key definitions, triggers for mandatory open offers, offer size and pricing requirements, escrow accounts, the open offer process, obligations of acquirers and target companies, exemptions, and penalties for non-compliance. The regulations aim to protect investors and ensure fair acquisition processes along with timely disclosure of information.
The document provides an overview of the SEBI Takeover Regulations, 2011. It discusses the need for takeover regulations in India due to changes in the capital market scenario. The key highlights of the regulations include thresholds for open offers, exemption limits for disclosure requirements, and obligations of acquirers and merchant bankers. Key definitions under the regulations relate to acquirer, acquisition, control, frequently traded shares, and enterprise value calculation.
The presentation is to learn about Public Issue Rules, 2015 of Bangladesh. The general requirement for offering securities to public should be known to all eligible investors, issuer corporations, and general public. The rules must not be avoided by any of issuers and others connecting with them.
N.B. To watch clearly and concisely, it is highly recommended to download the this file on your Laptop or PC.
1. The document discusses various regulations under the SEBI Takeover Code regarding disclosure requirements and compliance obligations when acquiring shares or voting rights in an Indian listed company beyond certain thresholds.
2. It compares key terms and explains regulations around continual disclosures, event-based disclosures, and the requirement to make a public announcement when acquiring shares or voting rights beyond certain levels.
3. It addresses issues around claiming exemptions under the Takeover Code regulations, applicability of regulations to indirect acquisitions such as those through a scheme of arrangement, and factors to consider for investment decisions that may invoke the Takeover Code.
The document discusses the concept of takeovers under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. It defines key terms like target company, acquirer, person acting in concert, deemed person acting in concert. It explains the requirements for making an open offer like when an open offer is required for substantial acquisition of shares or voting rights or acquisition of control. It outlines the offer size, offer price and mode of payment. It provides for general exemptions and discusses disclosures around shareholding and control that are required.
Statutory Regulations under Company’s Act anddimpisanghavi
The document summarizes regulations around mergers and acquisitions under the Companies Act and SEBI listing agreement in India. It discusses procedures that must be followed for shareholder approval, court sanctions, minimum public shareholding levels, and takeover offer requirements. Key aspects include long approval processes, rules for reducing capital, treatment of foreign acquisitions, and disclosure obligations for listed companies undergoing a change in ownership.
This document outlines the requirements for an initial public offering (IPO) in Bangladesh as per BSEC rules. It discusses the basic requirements an issuer must meet regarding legal structure, capitalization, financial statements, shareholding, and other governance matters. It also describes the process for IPOs using a fixed price or book building method, including eligibility of investors, bidding process to determine the cut-off price, allocation and lock-up periods. The document provides detailed disclosure requirements in the prospectus regarding the issuer's business, operations, properties, financials, risks and use of IPO proceeds.
The new Takeover Code of 2011 introduced several changes from the previous 1997 code:
1. The threshold for triggering an open offer was increased from 15% to 26% shareholding in the target company.
2. The minimum size of the open offer was increased from 20% to 25% of the total shares of the target company.
3. Non-compete fees paid to promoters of the target company are no longer permitted.
The new code aims to provide greater protection to minority shareholders and ensure fair share acquisition during takeovers.
- Companies buy back their own shares to increase the value of remaining shares by reducing supply, or to eliminate threats from shareholders seeking control.
- There are legal requirements for buybacks in India including passing a special shareholder resolution, limits on percentage of shares/capital that can be bought back, and filing documents with regulatory authorities.
- The key methods for conducting a buyback include open market purchases, Dutch auctions, and offers made to existing shareholders on a proportional basis. Companies must follow procedures for making offers, accepting tenders, payment for shares, and cancelling repurchased shares.
The primary market deals with new securities like shares and debentures being offered for the first time. Its main function is to arrange for raising new capital for companies. Underwriting ensures marketability of securities by guaranteeing minimum subscription. Distribution involves selling securities to ultimate investors through brokers and agents. Methods of issuing new securities include public issue through prospectus, offer for sale, private placement, rights issue, bonus issue, and book building. Book building determines the issue price based on bids from investors. Strict SEBI guidelines regulate primary market activities and public issues to protect investors.
The document summarizes key aspects of mergers and acquisitions under the Companies Act 2013 in India. It discusses various tools of restructuring like merger, amalgamation, demerger, acquisition of shares. It provides details of the regulatory framework, approval process, benefits and motives. It specifically explains provisions for fast track mergers, cross border mergers, and single window clearance which allows related proposals to be considered together with a scheme.
Baker & McKenzie's Doing Business in Poland - Chapter 4 (Securties & Finance)Baker & McKenzie Poland
This document summarizes securities and finance regulations in Poland. It discusses that Poland has a well-developed capital market regulated by EU directives. Companies can issue shares, bonds, and other securities recognized by Polish law. Public offerings and securities trading are regulated by acts related to public offerings, organized trading systems, and public companies. The Financial Supervision Authority regulates and oversees the capital markets. There is a stock exchange in Warsaw that securities can be listed on.
The document summarizes new crowdfunding rules in British Columbia that allow private companies to raise capital online without filing a prospectus. Under the new rules, private companies can raise up to $250,000 every 6 months by issuing shares or debt securities to individual investors who can invest up to $1,500 each through an online funding portal. Funding portals are also exempt from registration requirements if they meet certain criteria like maintaining accurate records and not providing investment advice. The new rules create an opportunity for startups to tap into crowdfunding as a source of capital but companies will need to consider how crowdfunding fits with their overall fundraising plans and capital structure.
The TRAC report provides key recommendations to amend the existing SEBI Takeover Regulations, including:
1) Providing more clarity in various definitions, inclusion of judicial decisions, and SEBI views in the regulations.
2) Increasing protections for small shareholders and opportunities for private equity investors.
3) Aligning regulations with global M&A practices, simplifying provisions around control changes, and reducing non-compete fees.
4) Addressing concerns around triggering open offer obligations.
The document summarizes a webinar on the regulatory framework for initial public offerings (IPOs), rights issues, private placements, and alternative investments in Bangladesh. It outlines the types of companies, relevant capital market laws, eligibility criteria for different capital raising methods, and post-issue requirements. The key points are:
1) BSEC regulates Bangladesh's capital market and has laws for different types of private and public companies.
2) Eligibility for IPOs, rights issues, and private placements includes minimum paid-up capital, profitability, and post-issue promoter shareholding.
3) The process involves appointing advisors, issuing a prospectus, allotting shares, and complying
This document describes a hike up Mount Kilimanjaro in Tanzania, mentioning landmarks like icy dawn, Mawenzi peak, and dates and times of the journey. It concludes with reaching the summit and returning to towns like Moshi and Tengeru for fellowship and celebration.
Controlling is a management function that involves monitoring performance, ensuring objectives are met, and taking corrective action when needed. It establishes objectives and standards of measurement, measures actual performance, compares results to standards, and takes action to correct deviations. There are different types of controls including preliminary, concurrent, and postaction controls. Controls can be internal, allowing self-control, or external through direct managerial action. Organizational control systems include processes, policies, performance management, and compensation.
This document analyzes and summarizes various images of musical artists. It discusses how lighting, composition, and other visual elements in each image convey aspects of the artist's style, personality, and music. For example, it notes that low-key lighting in images of Kasabian and Snoop Dogg suggest dominance and character, while high-key lighting in images of Beyonce and Kanye West imply power and determination. Color, positioning of subjects, and uses of space are also examined in relation to the artists' brands and music genres.
Bec doms ppt on international business mgmtBabasab Patil
The document provides an overview of international business, including its history and impact, definitions, growth of global linkages, and opportunities and challenges. It discusses how international business has increased the flow of ideas, services, and capital globally. It also summarizes key topics covered in the book such as the structure of international trade, effects of globalization, and the United States' role in international business.
The document summarizes and analyzes 4 advertisements. [1] A Coca Cola commercial uses a song sung by kids to spread a message of hope. [2] A Brussels Airlines ad shows a father's tense moment being resolved by the airline's customer service. [3] An anti-smoking PSA by O&M features actual smokers reacting to a warning. [4] A Krazy Glue print ad surprises viewers by making a glass knob appear flawlessly attached.
1. The document discusses various issues related to breadfruit including its origin and distribution, germplasm, environmental requirements, propagation methods, agronomy, fruiting, harvest, post-harvest, product development and marketing.
2. It identifies knowledge gaps and questions across each topic area and lists relevant stakeholders who could help address the issues.
3. Key questions include determining the varieties in Mauritius, improving propagation techniques, optimizing production through research, developing post-harvest practices to increase shelf-life, and promoting product development and consumer awareness.
The Rhône-Alpes region of France is the leading region for organic production, processing, and trade. It has over 2,600 organic farmers and accounts for large shares of several French organic markets. The region supports its organic sector through research centers, training, and efforts to foster business competitiveness and innovation. Key initiatives include an annual conference on innovation, a collective brand to promote members, and a program providing coaching and subsidies for innovative organic companies.
Bec doms ppton introduction to product managementBabasab Patil
This document provides an overview and structure of an introduction to product management course. The course covers topics such as what is a brand, brand equity, and brand management. It is structured into three parts that cover the brand management system, building brands, and managing brands across markets. The goal of the course is to learn how to manage brands and marketing programs to create brand equity and competitive advantage for products and services.
The document is a scanned receipt from a grocery store purchase on June 15th, 2022 totaling $58.37. It lists items bought including ground beef, chicken breasts, tortillas, cheese, and produce such as tomatoes, onions, and lettuce. The receipt shows the item prices, taxes, and total amount paid.
SEBI guidelines for Merger and Acquisition
Legal measures against takeovers
Refusal to register the transfer of shares
Protection of minority shareholders interests
Disclosure of share acquisitions/holding
Public announcement and open offer
Offer price
Disclosure
Offer document
The document summarizes the evolution of SEBI's Takeover Code regulations in India from 1994 to 2011. It provides key definitions related to acquisitions and control under the regulations. The purpose of the Takeover Code is to ensure fair exit opportunities for shareholders and fair disclosure regarding changes in shareholding and control of companies. The regulations govern direct and indirect acquisitions of shares and control in listed companies. They specify requirements for public announcements, open offers, offer size, price and exemptions. Key aspects include minimum offer sizes, methods for determining offer price, disclosure obligations, and exemptions for inter-se promoter transfers and other specified cases.
The document provides an overview of the SEBI Takeover Code in India, including background, key definitions, provisions around triggering open offers, exemptions, and recent changes to the process and procedures. The code aims to regulate substantial acquisitions of shares or control of listed companies. Recent changes increased disclosure thresholds and offer sizes, clarified indirect acquisitions, and rationalized exemption provisions and the open offer process.
The document discusses buy-back of shares by a company. It introduces buy-back and outlines the key reasons for companies to buy-back shares such as signaling effect and increasing earnings per share. It also discusses the provisions governing buy-back under the Companies Act, 2013 including conditions, process, restrictions and tax treatment. Finally, it describes various methods of buy-back for both listed and unlisted companies.
Sebi Substantial Acquisition of shares and Takeover RegulationAliasgarBohra6
This document summarizes the key aspects of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2018 in India. It defines terms like acquirer, target company and control. It outlines the substantial acquisition thresholds that trigger open offer requirements and the creeping acquisition limits. It provides an overview of the open offer process, obligations of parties involved and disclosure requirements regarding shareholding and control. It also discusses miscellaneous provisions like SEBI's power to issue directions in cases of non-compliance.
The document discusses preferential allotment of securities under Indian law. It defines preferential allotment as an issue of equity shares, securities convertible to equity, or other instruments like FCDs/warrants/PCDs by a company to select investors through private placement under section 81(1A) of the Companies Act, 1956. It covers topics like pricing of shares under preferential allotment, lock-in periods for allotted shares, limits as per takeover regulations, and procedural requirements under SEBI guidelines.
The document discusses the key aspects of an initial public offering (IPO) process in India. It defines primary and secondary markets and the key differences between them. It then explains the IPO process in detail, including the various methods of raising funds, applicable regulations, roles of intermediaries, necessary disclosures and internal approvals required from a company's board and shareholders.
The document discusses share repurchases and delisting of listed companies. It outlines the regulatory framework for share repurchases in India, including pricing guidelines, limits on the quantity of shares that can be repurchased, and procedures that must be followed. It also discusses the concept and reasons for delisting a company, including voluntary delisting which requires shareholder approval and determining the delisting price through a reverse book building process.
The document summarizes a paper reviewing the evolution of India's takeover code and key recommendations of the TRAC committee report. It discusses how the code began with Clause 40 of the listing agreement and was later formalized through SEBI regulations. The TRAC report suggested increasing the initial open offer trigger from 15% to 25% shares, requiring open offers for all shares, and strengthening disclosure requirements. It also analyzed judicial precedents and concluded the code aims to ensure fairness while balancing stakeholder interests but full harmonization of regulations is still needed.
The document summarizes key aspects of Oman's proposed new regulation governing takeovers and acquisitions of listed companies. It outlines duties and obligations for key players, including:
- All parties must provide fair treatment and equal opportunity to shareholders.
- Target company boards must protect shareholder interests, seek advice, and disclose information to allow informed decision making.
- Acquirers must appoint a licensed adviser.
- Advisers must provide objective advice and ensure regulatory compliance.
- The regulation defines "acting in concert" broadly to potentially include parties working together or with relationships that could exert control together.
The document summarizes key parts of a proposed new regulation in Oman governing takeovers and acquisitions of listed companies. It outlines duties and obligations for various parties involved in M&A transactions under the proposed regulation, including directors of target companies, acquirers, and advisers. It also defines "acting in concert" broadly to include parties like a company and its directors that could inadvertently trigger mandatory takeover provisions.
SOURCES OF LONG TERM FINANCE & RAISING LONG TERM FINANCEKailash Naghera
This document discusses various long-term sources of finance for businesses including equity shares, internal accruals, preference shares, term loans, debentures, and venture capital. It provides details on each type of financing such as their characteristics, benefits, and risks. The key long-term sources of finance mentioned are equity shares, retained earnings, debentures, and term loans. The document also explains the process of raising finance through initial public offerings, rights issues, and private placements.
The document discusses buyback of shares by a company. It defines buyback as a company repurchasing its own shares. The objectives of buyback include increasing promoter holdings, improving earnings per share, and paying surplus cash. Companies can buyback shares through tender offers to shareholders, purchasing on the open market, or through book building. Strict conditions apply, including board and shareholder approvals, maintaining debt-equity ratios, and extinguishing repurchased shares within 7 days. Regulations cover pricing, timelines, disclosure requirements, and prohibitions.
This document discusses key terms in negotiating a Series A term sheet. It covers control terms such as board composition, investor protective provisions, information rights, vesting of founders' equity, rights of first refusal and co-sale, and drag-along rights. It also discusses economic terms that will be covered in the next part, including valuation, dividends, liquidation preference, anti-dilution, and registration rights. The document provides explanations of common approaches to these various terms and highlights important issues to consider in negotiating them.
This document summarizes key terms for negotiating a Series A term sheet. It discusses control terms such as board composition, voting rights, investor protective provisions, and drag-along rights. It also covers economic terms like valuation, liquidation preferences, dividends, anti-dilution, preemptive rights, and registration rights. The document provides example language for these various terms and highlights important issues to consider in negotiating preferred stock financing agreements.
The document discusses key concepts related to takeover regulations in India. It defines terms like acquirer, target company, control, shares, thresholds for compliance, and inter-se transfers. It explains the different categories of inter-se transfers such as between relatives, group companies, and qualifying promoters. It also discusses the checks and balances in the takeover code as well as issues around preferential allotment of shares and its interaction with the takeover regulations.
1) A merger involves the combination of two or more companies where one company survives and the others cease to exist, while an acquisition is when one company takes control of another but the acquired company remains legally independent.
2) There are three main types of mergers: horizontal (between competitors), vertical (between companies in a supply chain), and conglomerate (between unrelated businesses).
3) The most common way to acquire a company is to purchase a substantial percentage of its voting shares, with 51% generally providing control and 75% practically guaranteeing the ability to pass any resolution.
Segmentation module 4 mba 1st sem by babasab patil (karrisatte)Babasab Patil
The document discusses market segmentation and positioning. It defines market segmentation as dividing a large market into smaller, more homogeneous subgroups based on characteristics like needs, behaviors, or demographics. Effective segmentation requires groups that are measurable, substantial, accessible, differentiable, and actionable. Companies can segment based on geographic, demographic, psychographic, or behavioral factors. Once segmented, companies must select target markets and determine a positioning strategy that focuses on important, distinctive, and superior benefits compared to competitors.
Marketing management module 1 core concepts of marketing mba 1st sem by baba...Babasab Patil
This document provides summaries of core marketing concepts:
1. It defines key concepts like needs, wants, demand, and different types of demand. It also defines products, value, cost, exchange, transactions, transfer, and negotiation.
2. It discusses relationship marketing and marketing networks. It also defines markets, marketers, and provides definitions of marketing from AMA and the marketing process.
3. It covers designing customer-driven marketing strategies like the production, product, selling, marketing, and societal concepts. It also discusses building customer relationships, customer relationship management, customer value, and satisfaction.
Marketing management module 2 marketing environment mba 1st sem by babasab pa...Babasab Patil
The document summarizes the key components of a company's marketing environment, including the microenvironment and macroenvironment. The microenvironment includes internal groups like management and suppliers. It also includes external groups like customers, competitors, and publics that directly influence the company. The larger macroenvironment consists of demographic, economic, natural, technological, political, and cultural forces in the broader society that shape opportunities and threats. Marketers must carefully monitor trends in both the microenvironment and macroenvironment to understand shifting conditions.
Marketing management module 4 measuring andforecasting demand mba 1st sem by...Babasab Patil
1. The document discusses various techniques for measuring and forecasting demand, including sales-force opinions, expert opinion using the Delphi method, test marketing, and survey research.
2. It also covers market segmentation strategies like demographic, psychographic, and behavioral segmentation. Effective segmentation requires segments to be measurable, accessible, substantial, and differentiable.
3. The document outlines the steps in marketing research including formulating the problem, developing a research method and design, collecting and analyzing data, and presenting results in a marketing research report.
Measuring and forecasting demand module 4 mba 1st sem by babasab patil (karri...Babasab Patil
This document discusses various techniques for measuring and forecasting demand. It describes forecasting as predicting future demand based on past demand information. Accurately forecasting demand is important for strategic planning, finance, marketing, and production. Common forecasting techniques include surveys of buyers' intentions, composite salesforce opinions, expert opinions, test markets, time-series analysis of past sales, and statistical demand analysis using factors like price, income, and promotions. The document provides details on applying several of these techniques in practice.
Notes managerial communication 3 business correspondence and report writing ...Babasab Patil
This document provides information on various types of business correspondence and presentations. It discusses the standard parts of a business letter including the heading, date, reference, addressee, subject, salutation, body paragraphs, close and signature. It also describes types of business letters such as sales letters, order letters, complaint letters, and letters of resignation. The document outlines the format and considerations for using email, memorandums, short message service (SMS), and PowerPoint presentations in business communications. It provides tips for creating effective presentations including minimizing slides, font style and size choices, using bullet points and short sentences, including art to convey messages, and checking spelling and grammar. Finally, it discusses cover letters, what they should include,
Notes managerial communication mod 2 basic communication skills mba 1st sem ...Babasab Patil
Managerial communication and listening skills are important for career success. As a leader, listening skills are more important than speaking skills. There are 10 ways to become a better listener, including listening for ideas and themes rather than details, focusing on content rather than delivery, taking notes, concentrating, and exercising your mind. Benefits of good listening include respect from others, gaining information, increased likability, better relationships, and greater clarity. Hearing is a passive process of perceiving sounds, while listening is an active process that requires focus, analysis, and response. Perception is influenced by factors like attitudes, motives, experiences, and the situation.
Notes managerial communication mod 4 the job application process mba 1st sem ...Babasab Patil
There are several types of resumes that can be used when applying for jobs. A chronological resume lists work history in reverse order, with the most recent job first. This format is preferred by most employers. A functional resume focuses on skills rather than dates of employment, and is better for career changers or those with gaps. A combination resume highlights both skills and work history. A targeted resume customizes the experience and skills to the specific job being applied for. Along with a resume, a cover letter can provide additional context about how an applicant's qualifications fit the role.
Notes managerial communication mod 5 interviews mba 1st sem by babasab patil...Babasab Patil
This document provides information about different types of interviews and how to prepare for and conduct interviews. It discusses promotion, grievance, appraisal, problem, reprimand, exit, stress, and panel interviews. It offers tips for preparing such as researching the organization, anticipating questions, practicing answers, and controlling nerves. The document provides sample questions for interviews and discusses competency-based, phone, and second interviews. It also outlines the role of the interviewer and steps for conducting an interview like preparing questions and being an active listener.
Notes managerial communication part 1 mba 1st sem by babasab patil (karrisatte)Babasab Patil
Managerial communication is important for several reasons. Good communication allows information to be passed along clearly so mistakes can be prevented. It also helps build good relationships and allows people to understand each other's feelings and needs. Effective communication helps people convince others and get what they need. It gives self-esteem and helps people think and organize their thoughts better. Communication skills are important for students and employees, and good communicators often get higher paying jobs. Both internal communication within an organization and external communication with outside parties are important for business. Formal and informal communication networks exist, and the type of network impacts how information flows within a company.
Principles of marketing mba 1st sem by babasab patil (karrisatte)Babasab Patil
This document presents an introduction to marketing principles. It defines marketing as creating and exchanging products and services to satisfy customer needs. Marketing involves understanding customer wants and demands, developing products and services, communicating value to customers, and managing relationships. The marketing concept emphasizes satisfying customer needs over the production, product, and selling concepts. Marketing tasks include developing strategies, understanding markets, creating value, and building long-term growth.
Segmentation module 4 mba 1st sem by babasab patil (karrisatte)Babasab Patil
The document discusses market segmentation and positioning. It defines market segmentation as dividing a large market into smaller, more homogeneous subgroups based on characteristics like needs, behaviors, or demographics. Effective segmentation requires groups that are measurable, substantial, accessible, differentiable, and actionable. Markets can be segmented by demographics, behaviors, geography, and psychographics. The key aspects of segmentation and positioning are discussed in detail.
Marketing management module 1 important questions of marketing mba 1st sem...Babasab Patil
This document lists important marketing questions that could be asked in exams. It covers questions ranging from basic concepts like marketing, market and exchange to more advanced topics like marketing mix, product portfolio, and buyer adoption process. The questions are organized into different sections for 3 mark, 5 mark and 7 mark questions. They provide an overview of the key topics and issues that marketing students need to be familiar with.
Discovery shuttle processing NASA before launching the rocket by babasab ...Babasab Patil
The document summarizes the processing steps for the space shuttle Discovery before its launch, including the external tank being delivered by barge and assembled vertically, solid rocket boosters and engines being attached, the shuttle being attached to the external tank, a payload being prepared and moved to the launch pad, and finally the shuttle arriving at the launch pad ready for launch.
Corporate lessons from__iim__calcutta by babasab patil Babasab Patil
This document provides 3 lessons from corporations about dealing with change. The first lesson uses a story about a crow and rabbit to show the importance of having a high position when doing nothing. The second lesson tells a story about a turkey eating bull dung to reach the top of a tree, but then getting shot, to illustrate that misleading tactics may get you to the top but won't keep you there. The third lesson tells a story about a bird getting warm in cow dung but then getting eaten by a cat to teach the morals of not assuming those who help you are friends and keeping quiet when vulnerable.
Communication problems between men and women by babasab patil Babasab Patil
A woman yells "horse!" at a man driving in the opposite direction, who replies "witch!" while laughing. As the man takes a curve in the road, he crashes, demonstrating that men often do not understand what women communicate.
The document discusses the benefits of exercise for mental health. Regular physical activity can help reduce anxiety and depression and improve mood and cognitive function. Exercise causes chemical changes in the brain that may help protect against mental illness and improve symptoms.
Best aviation photography_ever__bar_none by babasab patil Babasab Patil
The document discusses the benefits of exercise for mental health. Regular physical activity can help reduce anxiety and depression and improve mood and cognitive functioning. Exercise boosts blood flow, releases endorphins, and promotes changes in the brain which help enhance one's emotional well-being and mental clarity.
The document describes three stonecutters working on a roadside who gave different responses when asked about their work. The first did it out of necessity to provide for their child, the second out of a duty to their nation, and the third as a form of worship. Their different attitudes were reflected in the careers of their children, with the first becoming a stonecutter, the second an army officer, and the third a renowned architect, showing how attitude can make a big difference.
Three stonecutters were asked why they did their laborious work. The first said it was out of necessity to provide for their child. The second took pride in their contribution to building infrastructure for their nation. The third found worship in their work which was constructing a temple. Years later, the children of the stonecutters followed similar paths - the first became a stonecutter, the second an army officer, and the third a renowned architect, showing that one's attitude can impact their opportunities and future.
In a tight labour market, job-seekers gain bargaining power and leverage it into greater job quality—at least, that’s the conventional wisdom.
Michael, LMIC Economist, presented findings that reveal a weakened relationship between labour market tightness and job quality indicators following the pandemic. Labour market tightness coincided with growth in real wages for only a portion of workers: those in low-wage jobs requiring little education. Several factors—including labour market composition, worker and employer behaviour, and labour market practices—have contributed to the absence of worker benefits. These will be investigated further in future work.
"Does Foreign Direct Investment Negatively Affect Preservation of Culture in the Global South? Case Studies in Thailand and Cambodia."
Do elements of globalization, such as Foreign Direct Investment (FDI), negatively affect the ability of countries in the Global South to preserve their culture? This research aims to answer this question by employing a cross-sectional comparative case study analysis utilizing methods of difference. Thailand and Cambodia are compared as they are in the same region and have a similar culture. The metric of difference between Thailand and Cambodia is their ability to preserve their culture. This ability is operationalized by their respective attitudes towards FDI; Thailand imposes stringent regulations and limitations on FDI while Cambodia does not hesitate to accept most FDI and imposes fewer limitations. The evidence from this study suggests that FDI from globally influential countries with high gross domestic products (GDPs) (e.g. China, U.S.) challenges the ability of countries with lower GDPs (e.g. Cambodia) to protect their culture. Furthermore, the ability, or lack thereof, of the receiving countries to protect their culture is amplified by the existence and implementation of restrictive FDI policies imposed by their governments.
My study abroad in Bali, Indonesia, inspired this research topic as I noticed how globalization is changing the culture of its people. I learned their language and way of life which helped me understand the beauty and importance of cultural preservation. I believe we could all benefit from learning new perspectives as they could help us ideate solutions to contemporary issues and empathize with others.
OJP data from firms like Vicinity Jobs have emerged as a complement to traditional sources of labour demand data, such as the Job Vacancy and Wages Survey (JVWS). Ibrahim Abuallail, PhD Candidate, University of Ottawa, presented research relating to bias in OJPs and a proposed approach to effectively adjust OJP data to complement existing official data (such as from the JVWS) and improve the measurement of labour demand.
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OJPs are becoming a critical resource for policy-makers and researchers who study the labour market. LMIC continues to work with Vicinity Jobs’ data on OJPs, which can be explored in our Canadian Job Trends Dashboard. Valuable insights have been gained through our analysis of OJP data, including LMIC research lead
Suzanne Spiteri’s recent report on improving the quality and accessibility of job postings to reduce employment barriers for neurodivergent people.
Decoding job postings: Improving accessibility for neurodivergent job seekers
Improving the quality and accessibility of job postings is one way to reduce employment barriers for neurodivergent people.
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Seminar: Gender Board Diversity through Ownership NetworksGRAPE
Seminar on gender diversity spillovers through ownership networks at FAME|GRAPE. Presenting novel research. Studies in economics and management using econometrics methods.
3. Evolution... Pre - 1990 Clause 40 of Listing Agreement Nov 1990 Clause 40(A) & 40(B) of Listing Agreement Nov - 1994 SEBI Takeover Code Feb - 1997 New Takeover Code (Bhagwati Committee) Oct - 2002 Few amendments as per Bhagwati Committee’s reco. Apr-2007 SEBI amended Code Pre - 1990 Post - 1994
4. Modes of Restructuring – Where does TOC fit in Indian M&A Amalgamations Merger De-merger Acquisitions Asset Purchase Stock Purchase The Takeover Code, 1997 Slump Sale Itemized Sale
5.
6. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
7. Framework of the Code… Chapter 1 Preliminary, Definitions, exemptions and the takeover panel Chapter 2 Disclosures of shareholding and control in a listed company Chapter 3 Substantial Acquisition of shares and control Chapter 4 Bail out takeovers Chapter 5 Investigation and action by the Board
28. DATE OF PUBLIC ANNOUNCEMENT Filing of Letter of Offer with the SEBI Within 14 days Offer to reach the shareholders Within 45 days Offer to open Within 55 days Offer to close Dispatch consideration to shareholders SEBI may permit extension on payment of interest for delay MOU Within 4 days Within 20 days Open a Special A/c for Payment Within 7 days Within 15 days of Offer Closure Timelines
2 First attempts at regulating takeovers - Pre-1990 Clause 40 of the listing agreement: Not an effective regulatory tool Pre-1990 Clause 40 of the listing agreement First attempt at regulating takeovers Threshold limit for public offer - 25 % Very high limit led to circumvention of clause Nov 1990 – Clause 40 amended. New clauses 40(A) & 40(B) Threshold acquisition level down from 25% to 10% Change in ‘management control’ also to trigger the code Mandatory Public Offer – Minimum 20% Minimum offer price, provision for disclosures 1994 - SEBI Takeover Code A specialised framework was needed Nov 1994 – First Takeover code notified by SEBI Ambiguous, loopholes, not comprehensive Nov 1995 – Appointment of Bhagwati Committee Jan 1997 – Bhagwati Committee presents report Report approved with some amendments by the SEBI Board Feb 1997 – New Takeover Code 1997 notified New Takeover Code – 1997 More liberal and less ambiguous than before Jun 1998 – SEBI asks Justice Bhagwati to undertake a complete review and suggest measures for “fine-tuning” May 2002 – Committee comes out with its recommendations Sep 2002 – Report approved with minor modifications Oct 2002 – Amendments take effect Jan 2005 – SEBI Amends the code again Among others it made an open offer mandatory for any acquisition beyond 55% of a company’s shares
Faster route for growth and expansion as opposed to complying with the often tedious processes of traditional, scheme based options such as merger, demerger etc. Takeover – acquisition of a certain block of equity or controlling interest in a company, which enables the acquirer to exercise control over the company’s affairs. (i.e. share acquisition) TOC OBJECTIVES: To allow full play to the predatory instincts of the corporate and business class. (i.e. facilitating legitimate takeovers) To turn the heat on inefficient and vulnerable managements. To ensure fairness, transparency and equality to all investors / parties. For this purpose, the spirit and the intent behind the code has often been upheld to override a legal, technical interpretation.
2
TOC regulations framed under the powers given to the board under section 30 and 11(2)h) of the SEBI Act
3 Acquirer – It covers – Persons – both individual and juristic person Who either directly or indirectly acquires or agrees to acquire Shares Voting rights or Control of the target company By himself or with any person acting in concert Person not defined hence derives meaning from general clauses act; can be individual or body corporate, incorporated or not. Includes R/NR Indirect introduced in 2002 BP Amco Plc – the moment acquirer sets into motion the process of acquiring shares or control, acquisition takes place; even agreement to acquire covered Target company – means listed co whose shares or voting rights or control is directly or indirectly acquired or is being acquired – introduced in 1997 Shares Shares with voting rights includes shares with even differential voting rights Securities not defined Key point: “ includes any security which would entitle the holder to receive shares with voting rights” i.e. Instruments like Partly or Fully Convertible Debentures or Convertible Warrants etc. (that are convertible into equity shares, carrying voting rights, at a later date) will be treated as “shares” for the purpose of the Code = FCCBs?? Since the preference shares give any voting rights only in certain specific circumstances, the same have been specifically excluded by committee. - 2002 Treatment of ADRs / GDRs: Reg. 3(2) specifically exempts ADRs & GDRs from the applicability of the Code, only as long as they are not converted into shares carrying voting rights . TOC attracted not at the time of acquisition but at the time of conversion Control – Actual appointment of majority directors not required as long as right vested TOC of 1994 did not cover control; it was only contained in 40A and 40B;included in TOC 1997 Term control by its very nature difficult to define – inclusive definition Control may not necessarily mean 50% and above. Discuss change in control later.
3 Definition profusely modified and the burden of proof has been shifted to the person who claims that he is not acting in concert Bhagwati committee report – certain bright line tests to be followed – commonality of objectives, community of interest which could be acquiring shares or voting rights or control and acquisition must serve this common objective All persons on the basis of their position / business relations with the acquirer presumed to be PAC However, PAC only within its own group and not other group Modi Spinning Mills case
3 Definition of Promoter is wide: Since control does not necessarily come from holding shares in the target, a Promoter can also be a person in indirect control of the target. In case of an individual: immediate family, firm or HUF in which he or his family is a partner, company in which he or his family holds 26% equity and a company in which such company holds 50% equity. In case of company: holding or subsidiary. Any company that holds 26% equity in the company or in which the company holds 26% equity. Company under the same management. NOTE: A financial institution, scheduled commercial bank, FII or VC fund cannot be a promoter simply by virtue of its shareholding. However, they shall be deemed to be promoters of their subsidiaries and of the mutual funds sponsored by them. CASE STUDY I – A promoter need not be a Person Acting in Concert (PAC) and may tender his shares in an open offer to an acquirer. – Modi Spinning
3
3 “ Acquirer” includes a pledgee, other than a Bank or a FI. Explain pledge concept – Banks / FIs not required to make disclosures 2 days of receipt of intimation of allotment of shares or acquisition of voting rights as the case may be Acquisition includes indirect acquisition of holding companies, whether listed or unlisted, in India or abroad. Disclosure to be made within 21 days of: Financial year ending March 31, and Record Date of the Company for the purposes of declaration of dividend Penalty provisions – ****
All thresholds refer to the shares outstanding. PCD/FCD/ADR/GDR to be counted as acquisition only at the time of conversion. Agreement to acquire tantamounts to acquisition. Pledged shares – on invocation of pledge, TOC triggered. A gives loan to B. B in turn as a security pledges the shares of C Ltd (listed co) with A. B fails to discharge the liability as a result of which the pledge is invoked. A now acquires more than 15% stake in C Ltd. TOC triggered. Triggered irrespective of whether the acquirer or PAC previously owned any shares in the company or not; even fresh acquirers covered No acquirer is permitted to acquire shares or voting rights, either through market purchases or preferential allotment, that entitle an acquirer to exercise more than 55% voting rights in the company. If this happens, the acquirer shall disinvest the shares in excess of 55% and shall be liable for action. 10% incresaed to 25% - other countries more than 25% - 10% does not give Consolidation of Holdings: In view of the competitive free environment and to prevent hostile takeovers, it is essential for the persons in control to consolidate the holdings either suo moto or through building defences against takeoevr threats. If an acquirer and PAC with him already hold 15% but less than 55%, any acquisition of 5% or more (in any financial year ending 31 st March) shall trigger the open offer. NOTE: If a person acquired 4% during a year, sold 2% and then bought 2%, if (4 + 2)% >= 5%, the code will get triggered. – netting off of acquisition and disinvestment not allowed Thus an existing promoter is permitted to acquire additional shares and thus consolidate its shareholdings. Promoter – acquirer – Both separately defined and hence one could argue that a promoter is not an acquirer and hence a promoter can acquire any number of shares without open offer. However, in Modi Spinning. Mills, SAT has held that a promoter and PAC can also be an acquirer; if he agrees or acquires shares/voting rights/control it can be safely assumed that acquirer includes promoter for Regulation 11 purposes. Non promoters through creeping acquisition can shore up their holdings annually. Creeping acquisition vs. Insider trading Possible for the persons in control to acquire additional shares legally through creeping acquisition mechanism and thus indirectly influence the market price mechanism. Thus, take advantage of the price fluctuation resulting from the management buyout and misuse the regulation. How far the SEBI can control the misuse of this provision under insider trading regulations is yet to be seen. Reduces liquidity in the market and the role of the retail investor. The triggering point is the acquisition (as opposed to “holding” ) of shares or voting rights which would “entitle the acquirer to exercise 15% or more of the voting rights”. Keyword: Entitle Hence if the acquirer and the PAC with him were already entitled to 15% of the voting rights any further acquisition (upto 55%) would not trigger the open offer. (subject to Reg. 11 and Reg. 12) If an acquirer and PAC with him already holds 55% but less than 75%, any further acquisition can take place only by way of an open offer. For the purpose of this limit, shares or voting rights held by the acquirer and the PAC with him shall be taken. 2. An acquirer who seeks to acquire shares that reduce public holding below the limits set out in the Listing Agreement of the relevant stock exchange (25% in case of BSE), such acquisition shall be done only in accordance of the delisting guidelines of such relevant exchange. However, indirect acquisition of shares or voting rights or control pursuant to a global arrangement not covered. Voting capital used and not shares or voting rights. Voting capital means shares carrying voting rights. Voting rights as at the expiration of 15 days after the closure of the public offer shall be reckoned. Public shareholding = shareholding in the hands of persons other than acquirer and PACs Applicable to Regulations 10/11(1) - Explain with examples Change in control – Not applicable in case of special resolution
The 3 Regulations are mutually exclusive
Regulation 3 is a gateway for seeking exemption from making public offer. Lists down 13 exemptions and is important regulation. Exemption from making public offer. Novel idea and extensively used by the companies. Public offer – firm allotment – allotment to promoters, financial institutions or directors – Proviso If allotment made pursuant to firm allotment in a public issue, exemption only of disclosures in prospectus as regards identity of acquirer, purpose, changes in voting rights and control, BOD changes etc. Within 21 days - >15% to Board In case of convertibles – date of conversion Right issue To the extent of entitlement. Renunciation of rights by other shareholders not covered Beyond one’s entitlement but not more than 5% of the total equity capital of the target - Regulation 11 Additional allotment without any ceiling provided the Rights Letter of Offer states the intention to acquire the additional shares if the issue is under subscribed. However, this route not available if there is any change in control of management. Within 21 days - >15% to Board In case of convertibles – date of conversion Preferential allotment deleted from 2002 Most preferred route used by promoters earlier. However deleted to ensure investor protection. Hence, any acquisition which gives more than 15% rights alongwith he existing ones would be covered. As a result of the deletion, exemption can be sought under the unspecified category. Allotment to underwriters – underwriting defined under the SEBI (underwriting rules) – should be pursuant to underwriting agreement 3(1)(e) 3 years criteria of holdings shares by transferor and transferee; applicable only to promoter transfer – not applicable to group and relatives; hence a new member ie relative of group can be introduced as a shareholder. Exemption under (iii) and (iv) denied if inter se transfer of shares is at a price in excess of 25% of the offer price determined as per the regulation – give example given by committee Compliance with regulations 6, 7 and 8 as regards disclosures important - atleast 4 days in advance of acquisition 4 days prior - >5% - to SE Within 21 days - >15% to Board In case of convertibles – date of conversion MRTP Act, Section 2 (ef) Group – inter se transfer – control remains intact – should be disclosed in the last published annual report "group" means a group of - (i) two or more individuals associations of individuals firms trusts trustees or bodies corporate (excluding financial institutions) or any combination thereof which exercises or is established to be in a position to exercise control directly or indirectly over any body corporate firm or trust; or (ii) associated persons. Broadly ‘group’ would refer to persons who jointly and / or severally exercise or is established to be in a position to exercise, control directly or indirectly over a body corporate. CASE STUDY II – Inter-se transfer amongst promoters and foreign collaborators is exempt only if: Both, the transferor (s) and the transferee (s) have been holding shares in the target company for at least 3 years prior to the proposed acquisition. However, this condition is not required to be met in a case where inter-se transfer has taken place amongst a “group” or amongst “relatives”. TOC is not applicable to acquisition in the ordinary course of business by: Registered market maker / stock broker on behalf of clients – it is for the client to check whether he is under any obligation to make public offer; market maker specialises in buying and selling securities by offering two way quotations. Public Financial Institutions on their own account. Banks & PFIs as pledgees – no disclosure required to be made; open offer not triggered even on invocation of pledge. IFC, Asian Devt Bank, International Bank for Reconstruction and Devt etc. – Akin to Indian financial institutions. No particular interest in acquiring stake / control in the target co. Merchant Banker and promoter of the target co pursuant to a safety scheme. Acquisition of shares by a person in exchange of shares received under public offer made under these regulations – passive acquisitions – where shares of a listed co are received as consideration The above acquisitions are mere passive acquisitions and hence exempt. Whether an acquisition is in the ordinary course or no is a question of fact and the onus of proving it is on the person claiming the exemption. Succession & inheritance - not defined Inheritance could be by will. Succession could mean succession to a business; Acquisition by a business as successor would be eligible to exemption. Government cos / statutory corporations Disinvestment not covered to provide a level playing field amongst the bidders in a competitive bidding process. Compliance with regulations 6, 7 and 8 as regards disclosures important
The offer can also be made conditional upon minimum level of acceptances from the shareholders
English, Hindi and regional newspaper in vide circulation in the place of registered office and place where most frequently traded Copy of the PA to be presented to the SEBI, stock exchanges, target co to be placed before the board Offer deemed to have been made on the date of publishing in the newspaper Letter of offer – Within 14 days of PA to the SEBI Within 21 days thereafter to the shareholders or such later date in case of any revisions suggested by the SEBI Fee - 50000
Shares are considered “infrequently traded” if their annualised (weighted average) trading turnover during the 6 calendar months prior to the month in which the PA is made is less than 5% by number of shares listed. Price in case of these shares is based on parameters such as net worth, book value, EPS and P/E multiple. Could be asked to obtain merchant banker certificate. Non compete fees In case of non compete fee exceeding 25% of the offer price to be added to the offer price In case of share / secured instruments issued as consideration – value determined in the same manner as above Offer price for partly paid up shares = Offer price for fully paid up – calls in arrears Case study discussed later
Mode of payment can be altered in case of revision in offer price or size provided the amount of cash consideration in the letter of offer cannot be reduced Prior approval of shareholders in case of securities; no approval – entire payment in cash
Letter of offer to be sent to the shareholders – shareholders as on the specified date not latter than 30 days from the PA Special A/c – to be opened with the bankers to an issue registered with the board and deposit such sum + 90% of the amount in escrow to make up the entire sum due and payable to the shareholders. Completion of all procedures relating to the offer including payment of consideration within 15 days. Board may grant extension of time if satisfied that the non receipt of statutory approvals was not due to any wilful default or neglect of the acquirer. - Kennametal Inc to acquire stake in Widia India Ltd (2003) – open offer formalities (opening of escrow a/c, applying to RBI etc) completed post receipt of FIPB approval