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.
Delisting: To be able to understand the meaning of delisting, one has to first understand the meaning of the word “Listing”.
Listing: Listing means admission of a Company’s securities to the trading platform of a Stock Exchange, so as to provide marketability and liquidity to the security holders.
Delisting: To be able to understand the meaning of delisting, one has to first understand the meaning of the word “Listing”.
Listing: Listing means admission of a Company’s securities to the trading platform of a Stock Exchange, so as to provide marketability and liquidity to the security holders.
Introduction and Accounting for Buy-back of Shares in India as per the Companies Act 2013 and other rules.
It will be useful for the students of B. Com., B.Com.(H), CA, CS and other professional courses, studying Corporate Accounting.
Kinds of Company Meetings and Procedure- Corporate lawSparshAgarwal39
The PPT contains all the relevant information regarding the topic "Kinds of Company Meetings and Procedure" under the subject of Company/Corporate Law.
I hope this PPT will help you :)
Introduction and Accounting for Buy-back of Shares in India as per the Companies Act 2013 and other rules.
It will be useful for the students of B. Com., B.Com.(H), CA, CS and other professional courses, studying Corporate Accounting.
Kinds of Company Meetings and Procedure- Corporate lawSparshAgarwal39
The PPT contains all the relevant information regarding the topic "Kinds of Company Meetings and Procedure" under the subject of Company/Corporate Law.
I hope this PPT will help you :)
"Legal issues for start ups business"
A Webinar conducted by
Salman Waris, Head - Technology, Media and Telecom Practice at HSA Advocates
When starting up a business, there are some important legal matters that you’ll have to deal with, no matter how much you’d love to just dive in and get started. However, if you neglect these legal steps, you’re going to find that maintaining the business down the road becomes much more difficult, and in some cases, impossible. It’s in your best interest to take these legal aspects seriously and get them sorted out as soon as possible when starting a business.
This session will cover 4 Key Legal Topics :
1. Address Legal Restrictions/Requirements
2. Select Entity Type
3. Protect Intellectual Capital
4. Develop Basic Legal Documents
Attached Newsletter is an attempt to cover monthly issues relevant in the context of transactions - covers SEBI, Companies Act, Income Tax, Stamp duty and other regulatory changes
the detailed difference between merger and the acquisition has been explained. the important points, the procedure for merger and acquisition has been explained properly. for more queries you can reach me.
The presentation discusses various aspects of Corporate Governance and involved issues, keeping in view the recent developments and controversies arose in conglomerates such as Tata and Infosys. It aims at portraying the extant position in filed of Corporate Governance vis-a-vis a pragmatic view of what it would be.
A Presentation given by Mr. Pavan Kumar Vijay, Past President, ICSI, Chairman-Secretarial Standards Board
on Corporate Governance through the eyes of Secretarial Standards.
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on M&A Valuation and challenges at a Business Valuation Masterclass organised by VC Circle on 31st August, 2016. Corporate Professionals acted as the event supporting partner.
• In case of a merger valuation, the emphasis is on arriving at the relative values of the shares of the merging companies to facilitate determination of the swap ratio, hence, the purpose is not to arrive at absolute values of the shares of the companies. The key issue to be addressed is that of fairness to all shareholders. There are established legal precedence for merger valuation methodologies:
• Valuer’s role is to incorporate case specific factors and use appropriate methodologies so as to determine a fair ratio
• Usually, best to give weight ages to valuation by all methods
• Market price method and Earnings methods dominate.
• It is observed that in case of M&A, the Valuations depart from the concept of “Fair Value” as elements like Distress Sale, Desperate Buy, Comparable Transaction Multiples come into play reflecting Price than Value.
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on Relative Valuation - Techniques & Application at a Business Valuation Masterclass organised by VC Circle on 31st August, 2016.
Relative Valuation in which value of an asset or liability is done by comparing it to its Peers is pervasive and preferred for ascertaining Fair Value at a point of time as it reflects the market positioning of the Industry and Peers at that time. While Discounted Cash Flow (DCF) method is applied for arriving at Fundamental Valuation, most M&A transaction are based on Relative Valuation multiples (mostly Earnings based). The valuation ratio typically expresses the valuation as a function of a measure of Key Financial Metrics like PE, EV/EBITDA, EV/Sales or Book Value Multiple.
But before using a multiple, one should know the fundamentals determining the multiple and how changes impact it. Sanity check through use of fundamental valuation method like DCF is strongly recommended.
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on Valuation Principles & Techniques in Ind AS at a seminar organised by Gurgaon Branch of ICAI on 3rd September, 2016.
IndAS113 prescribes Fair Valuation definition, Techniques, Application and its Hierarchy. About 75% of the Balance Sheet Size is expected to change due to Fair Value Accounting (#IndAS109 #Financial Instruments, #IndAS102 #Share based payments, #IndAS16 Property Plant Equipments (PPE), #IndAS103 #Business combination etc. shall be impacted using #FairValue. Time to get ready, Plan Prepare and Align with the new requirements...
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
The 2015 budget had long list of expectations. On one hand; the Government has addressed major issues surrounding the foreign investors which would certainly boost capital market inflows and revive the private equity industry (by deferring GAAR by 2 years and clarifying Permanent Establishment & Indirect Transfer of Assets). On other hand; it has just rationalized the subsidies. Probably as we see growth coming in and more job creation; subsidy burden can be better dealt with by the Government. Though there are no direct benefits for the middle class. However incentives have been introduced to encourage savings. These savings are expected to fuel the infrastructure and other investment plans laid out by the Government. Certainly Foreign investors have a reason to cheer for this Pro Business; Pro Growth Government budget.
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Corporate Professionals
-The brief synopsis of recent Judicial Pronouncements given by the SEBI, AO, SAT, Informal Guidance and Consent orders passed in the month of December in the matter of SEBI Takeover Regulations.
-The brief synopsis of latest Open Offers given by the National as well as International Acquirers under the SEBI Takeover Regulations
-Unhide the hidden but important provision of the SEBI Takeover Regulations which generally get unnoticed on a plain reading of the regulations.
Acquisition of stake in YourNest Angel Fund by Religare Global Asset Management
Acquisition of stake in Bokaro Jaypee Cement by Dalmia Bharat
Telstra Health Acquires Business of IdeaObject
The secret way to sell pi coins effortlessly.DOT TECH
Well as we all know pi isn't launched yet. But you can still sell your pi coins effortlessly because some whales in China are interested in holding massive pi coins. And they are willing to pay good money for it. If you are interested in selling I will leave a contact for you. Just telegram this number below. I sold about 3000 pi coins to him and he paid me immediately.
Telegram: @Pi_vendor_247
how to sell pi coins effectively (from 50 - 100k pi)DOT TECH
Anywhere in the world, including Africa, America, and Europe, you can sell Pi Network Coins online and receive cash through online payment options.
Pi has not yet been launched on any exchange because we are currently using the confined Mainnet. The planned launch date for Pi is June 28, 2026.
Reselling to investors who want to hold until the mainnet launch in 2026 is currently the sole way to sell.
Consequently, right now. All you need to do is select the right pi network provider.
Who is a pi merchant?
An individual who buys coins from miners on the pi network and resells them to investors hoping to hang onto them until the mainnet is launched is known as a pi merchant.
debuts.
I'll provide you the Telegram username
@Pi_vendor_247
how to swap pi coins to foreign currency withdrawable.DOT TECH
As of my last update, Pi is still in the testing phase and is not tradable on any exchanges.
However, Pi Network has announced plans to launch its Testnet and Mainnet in the future, which may include listing Pi on exchanges.
The current method for selling pi coins involves exchanging them with a pi vendor who purchases pi coins for investment reasons.
If you want to sell your pi coins, reach out to a pi vendor and sell them to anyone looking to sell pi coins from any country around the globe.
Below is the contact information for my personal pi vendor.
Telegram: @Pi_vendor_247
Turin Startup Ecosystem 2024 - Ricerca sulle Startup e il Sistema dell'Innov...Quotidiano Piemontese
Turin Startup Ecosystem 2024
Una ricerca de il Club degli Investitori, in collaborazione con ToTeM Torino Tech Map e con il supporto della ESCP Business School e di Growth Capital
2. Elemental Economics - Mineral demand.pdfNeal Brewster
After this second you should be able to: Explain the main determinants of demand for any mineral product, and their relative importance; recognise and explain how demand for any product is likely to change with economic activity; recognise and explain the roles of technology and relative prices in influencing demand; be able to explain the differences between the rates of growth of demand for different products.
when will pi network coin be available on crypto exchange.DOT TECH
There is no set date for when Pi coins will enter the market.
However, the developers are working hard to get them released as soon as possible.
Once they are available, users will be able to exchange other cryptocurrencies for Pi coins on designated exchanges.
But for now the only way to sell your pi coins is through verified pi vendor.
Here is the telegram contact of my personal pi vendor
@Pi_vendor_247
how to sell pi coins in South Korea profitably.DOT TECH
Yes. You can sell your pi network coins in South Korea or any other country, by finding a verified pi merchant
What is a verified pi merchant?
Since pi network is not launched yet on any exchange, the only way you can sell pi coins is by selling to a verified pi merchant, and this is because pi network is not launched yet on any exchange and no pre-sale or ico offerings Is done on pi.
Since there is no pre-sale, the only way exchanges can get pi is by buying from miners. So a pi merchant facilitates these transactions by acting as a bridge for both transactions.
How can i find a pi vendor/merchant?
Well for those who haven't traded with a pi merchant or who don't already have one. I will leave the telegram id of my personal pi merchant who i trade pi with.
Tele gram: @Pi_vendor_247
#pi #sell #nigeria #pinetwork #picoins #sellpi #Nigerian #tradepi #pinetworkcoins #sellmypi
1. Elemental Economics - Introduction to mining.pdfNeal Brewster
After this first you should: Understand the nature of mining; have an awareness of the industry’s boundaries, corporate structure and size; appreciation the complex motivations and objectives of the industries’ various participants; know how mineral reserves are defined and estimated, and how they evolve over time.
3. Need of SEBI Takeover Regulations
Announcement of Policy of Globalisation
• Opportunity for Overseas Investors
Change in India Capital Market Scenario
• Need for some regulations to protect the interest of
Investors
1994
• Enactment of SEBI (SAST) Regulations, 1994
1997
• Enactment of SEBI (SAST) Regulations, 1997
2011
• Enactment of SEBI (SAST) Regulations, 2011
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4. Overview of Regulations
SEBI Takeover
Regulations,
2011
Chapter II –
Substantial Chapter V - Chapter
Chapter III - Chapter IV -
Chapter I – Acquisition of Disclosure of VI -
Open Offer Other
Preliminary Shares, Voting Shareholding Miscellane
Process Obligations
Rights or and Control ous
Control
Provides Deals with
Deals with Obligations of Provides
threshold limit power of
Key Concepts Acquirer, TC, limits for
for open offers the Board
Definitions related to Merchant making
and to issue
open offer Banker disclosure
exemptions directions
Regulation Regulation Regulation Regulation Regulation Regulation
1-2 3 - 11 12 - 23 24 - 27 28 - 31 32 - 35
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9. ACQUIRER
Who
Directly Or Indirectly
Acquires Or Agrees to Acquire
Whether
Or through
By Himself With PACs
Or with
Shares Or Voting rights Or Control
Over
Target Company
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10. ACQUISITION
means
Directly OR Indirectly
Acquiring OR Agreeing to Acquire
Shares OR Voting Rights OR Control
Target Company
9/10/2012
11. ACQUIRER
Who
Directly Or Indirectly
Acquires Or Agrees to Acquire
Whether
Or through
By Himself With PACs
Or with
Shares Or Voting rights Or Control
Over
Target Company
9/10/2012
13. UNANSWERED ISSUE
Meaning of Term Negative Control and the applicability of SEBI Takeover
Regulations on the same?
Exemption Rejected in the matter of acquisition of shares of Daikaffil
Chemicals India Limited (Order dated 14.02.2007)
• Acquirer Proposes to acquire 25.10% voting rights through Preferential
Allotment.
• Increase in shareholding from Nil to 25.10%.
• Exemption Rejected as the acquirer will acquire Negative Control over the
Company.
9/10/2012
14. SHARES
• Equity Share capital carrying
Means voting rights
• Security which entitles the holder
to exercise voting rights
Includes • Depository receipts carrying an
entitlement to exercise voting rights
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15. FREQUENTLY TRADED SHARES
• 10%
Trading • 12 calendar months preceding
the calendar month in which the
Turnover PA is made
For instance:
Month of PA: September 2012
Trading Turnover: September 2011 to August 2012
9/10/2012
16. IDENTIFIED DATE
Identified
Date
A date falling on
the 10th
business day
prior to
tendering period
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17. IMPORTANT EVENTS
Offer Period
Identified Te n d e r i n g
Date
Period
Date of Date of payment
acquisition of 10 working days
10th working day to shareholders
shares/control within which
prior to or withdrawal
triggering PA shareholders
commencement
tender their
of tendering
shares
Period
9/10/2012
18. PERSON ACTING IN CONCERT
Persons who for a common objective acquire
shares or voting rights or control
over Target Company,
pursuant to an agreement or understanding,
formal or informal,
directly or indirectly
co-operate for acquisition of shares or voting
rights or control over the Target Company.
9/10/2012
19. ENTERPRISE VALUE*
means
value calculated
as
Market
Capitalization of
a Company
Minority Preferred
Debt
Interest shares
Cash
Total Cash Equivalents
* Reference given in Indirect acquisition of shares or control
9/10/2012
20. ENTERPRISE VALUE
1 Minority Interest
A significant but non-controlling ownership of less than
50% of a company's voting shares by either an investor or
another company.
2 Cash equivalent
Investment securities that are short-term, have high credit
quality and are highly liquid.
3 Preferred stock
Capital stock which add Title a specific dividend that is
Click to provides
paid before any dividends are paid to common stock
holders, and which takes precedence over common stock in
the event of a liquidation. E.g. Preference Shares
9/10/2012
21. ENTERPRISE VALUE
Paid up capital (No. of shares) (1) 10,000
Closing Price of preceding day (2) 10
Market Capitalization (3=1*2) 1,00,000
Debt (4) 5,000
Minority Interest (5) 25%
(2500*10)
25,000
Preferred shares (1000*10) (6) 10,000
Cash and Cash equivalents (7) 4,000
Enterprise Value (3+4+5+6-7) 1,36,000
9/10/2012
22. VOLUME WEIGHTED AVERAGE MARKET PRICE
“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;
Number of shares traded on the Stock Exchange on a particular day: X
Market Price: Y
X1*Y1+X2*Y2+X3*Y3………
Volume weighted Average Market Price =
X1+X2+X3……………..
9/10/2012
23. VOLUME WEIGHTED AVERAGE PRICE
“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;
Number of shares bought on a particular day: A
Market Price: B
A1*B1+A2*B2+A3*B3………
Volume weighted Average Price =
A1+A2+A3……………..
9/10/2012
24. WEIGHTED AVERAGE NUMBER OF TOTAL
SHARES
“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;
Preferential Reduction of share
allotment of 20 capital
shares 10 shares
01.04.2011 01.06.2011 01.10.2011 As on Date
Capital 100 120 90 90
100*61/365 120*122/365 90*182/365
WAN 16.71 40.11 44.88 101.70
9/10/2012
26. TYPES OF OFFER
OPEN OFFER
MANDATORY/ VOLUNTARY OFFER
TRIGGERED OFFER
Creeping Change in Indirect
Initial Threshold
Acquisition Control acquisition
9/10/2012
27. INITIAL THRESHOLD & CREEPING
ACQUISITION
3(1) 3(2)
Acquirer along with Acquirer with PAC
PAC holding 25% - 75%
25% or more Creeping
shares or voting Acquisition - 5% in
rights each F.Y.
9/10/2012
28. CHANGE IN CONTROL
• Through • Through
Shareholder Shareholder
Approval Approval
SEBI (SAST) SEBI (SAST)
Regulations, 201 Regulations,
1 1997
Through
Open
Offer Only Irrespective of
acquisition of
shares or voting
9/10/2012 rights
29. INDIRECT ACQUISITION
Acquisition of Voting Rights or control over other entity
that enable the Acquirer
to exercise of such percentage of
voting or control over Target Company
Global
Offer Control
Acquirer B UK Ltd. Target Company
100% 72.93%
Indirect acquistion of 72.93%
of the Target Company
Trigger Open Offer
9/10/2012
30. VOLUNTARY OPEN OFFER
1 2 3
Separate Subject to
provisions Minimum certain
for Offer Size eligibility
voluntary is 10% criteria’s,
Open Offer conditions
and
restrictions
9/10/2012
31. VOLUNTARY OPEN OFFER
• Prior holding of atleast 25% or more shares;
Eligibility • No acquisition during the preceding 52 weeks
without attracting the obligation to make a public
announcement.
• The aggregate shareholding not exceeds the
Condition maximum permissible non-public shareholding.
• No further acquisition of shares for a period of
six months after completion of the open offer
Restriction except by way of another voluntary open offer or
competing offer.
9/10/2012
34. OFFER PRICE
Add Your Text
Offer Price –
Specific Criteria for
Direct Indirect
Acquisition Acquisition
Frequently Infrequently
Traded Shares Traded Shares
9/10/2012
35. OFFER PRICE
New Regulations Old Regulations
26-weeks and 2
60 trading days
weeks average
Volume-weighted
average market Simple Average
price
9/10/2012
36. NON COMPETE FEES
Text
Control Premium / Non-
Compete Fees
Tex
Text
To be included in
Text
the Offer Price
Text
9/10/2012
37. ESCROW ACCOUNT
Opening of Escrow Account – Not later than two working days
prior to the date of DPS
Amount of Escrow Deposit
Text Text
On first Rs. 500 Crores 25% of the consideration
On balance amount
Text Concept
Additional 10% of balance
Text
consideration
Text Text
Forms of Escrow Account
Cash
Bank Guarantee
Freely transferable equity shares or securities
9/10/2012
38. INCREASE IN SHAREHOLDING BEYOND
MAXIMUM PERMISSIBLE NON PUBLIC
SHAREHOLDING AFTER THE OPEN OFFER
Add Your Text
Ineligibility to make
Add Your Text
voluntary delisting offer
Obligation to bring down
for a period of 12 months
the shareholding
Add Your Text from the completion of
Offer Period
Add Your Text
9/10/2012
39. ACQUISITION AFTER THE TENDERING
PERIOD
Payment of
Acquisition during difference
At a price higher
26 weeks after between highest
than offer price
Tendering Period price and offer
price
To the
shareholders Within 60 days
whose shares are from such
accepted in the acquisition
offer
9/10/2012
40. TIMING OF MAKING OPEN OFFER
Public Detailed Public
Announcement Statement
• On the same day or • Within 5 working
as specified under days from PA
the Regulation 13
9/10/2012
41. RECOMMENDATION ON THE OFFER BY
BOARD
2007 2008 2009 2010
Recommendation on
Offer by the
Committee of • Mandatory
Independent
Directors
Constitution of Committee of Independent Directors (IDC).
Recommendation on the Open offer, as to whether the offer , is or is not, fair
and reasonable.
Publication of the recommendations in newspapers at least two working
days before the commencement of the tendering period.
9/10/2012
42. KEY POINT
Once a shareholder has tendered
TEXT TEXT TEXT
his shares in the open offer made
TEXT by the TEXT
Acquirer, than he/ she
TEXT TEXT
CANNOT WITHDRAW or REVISE
his/her request.
9/10/2012
43. COMPETING OFFER
Open Offer by any other person
TEXT TEXT TEXT
(Competitor Acquirer) after an offer has
already been given by an acquirer to
TEXT TEXT TEXT TEXT
the shareholders of the Target
Company.
9/10/2012
44. WITHDRAWAL OF OPEN OFFER
Offer once made cannot be withdrawn EXCEPT in the following circumstances
TEXT TEXT TEXT
Statutory Approvals required have been refused.
Acquirer, being natural person, has died.
TEXT TEXT TEXT TEXT
Any condition in the agreement is not met for reasons outside
the reasonable control of the acquirer
Circumstances as in the opinion of the Board, merit withdrawal
9/10/2012
45. NO APPOINTMENT OF ACQUIRER ON THE
BOARD OF TARGET COMPANY
Offer Period
x
TEXT TEXT
No induction of Acquirer or his
representative on Board of Target
Company
TEXT TEXT TEXT TEXT
Exception:
• After 15 working days from DPS, and
• Deposit 100% consideration in the Escrow Account
9/10/2012
46. Exemption FROM
TEXT TEXT TEXT
OPEN OFFER
TEXT TEXT TEXT TEXT
9/10/2012
47. EXEMPTION FROM OPEN OFFER
Exemptions from Open
Offer/ Procedural
Requirements relating to
Open Offer
TEXT TEXT TEXT
Regulation 11-
Regulation 10-
Exemptions by the
Automatic Exemption
TEXT TEXT TEXT Board TEXT
Regulation 11(2)
Regulation 11(1) Relaxation from
Exemption from the Open Procedural
Offer obligations Requirements of Open
Offer
9/10/2012
48. OPEN OFFER REQUIREMENT
• Open Offer on crossing
Reg. 3 (1) TEXT
initial threshold, i.e. 25%.
TEXT TEXT
• Open offer for crossing
Reg. 3 (2)
TEXT TEXTcreeping TEXT TEXT
acquisition limit, i.e.
5%
• Change in Control
Reg. 4
9/10/2012
49. AUTOMATIC EXEMPTIONS FROM OPEN
OFFER
Reg 3 & 4 Reg 3 Reg 3 (1) Reg 3(2)
Inter-se-transfer
TEXT
CDR Scheme TEXT Back under
Buy
Regulation 3(1)
TEXT Right Issue
Acquisition in the
Buy Back
ordinary course of
business
TEXT
Disinvestment TEXT TEXT TEXT
Acquisition in exchange
of shares
agreement
Acquisition from state-
BIFR and Merger level financial
Schemes institutions
SARFAESI , Delisting
Acquisition from a
venture capital fund or
Transmission, a foreign venture
succession or capital investor
inheritance
Section 87(2) of
Companies Act, 1956
9/10/2012
50. DISCLOSURES
TEXT TEXT TEXT
TEXT
LIMITS
TEXT TEXT TEXT
9/10/2012
51. DISCLOSURES LIMITS
Event Based Disclosure
TEXT TEXT TEXT
Continual Disclosures
TEXT TEXT
Encumbered Shares
No obligation on the Target
Company to give the disclosure
to Stock Exchange.
9/10/2012
52. IMPACT
• Beneficial for Private Equity Players and Investors.
• More protection forTEXT small shareholders.
the TEXT TEXT
• Simplification in the provisions.
• More transparency TEXT removalTEXT
TEXT and of ambiguity.TEXT
• At par with Global Practices prevalent for M&As.
9/10/2012
53. ISSUES UNADDRESSED
• Negative Control
• Applicability of regulations on TEXT
TEXT acquisition ofTEXT
partly paid up
shares
• Exemption from open offer on account of forfeiture of Shares
TEXT TEXT TEXT TEXT
9/10/2012
54. THANK YOU..
PAVAN KUMAR VIJAY
Corporate Professionals Capital Private Limited
D-28, South Extension –I, New Delhi-110 049
Ph: +91.11.40622200; Fax: +91.11.40622201; E: pkvijay@indiacp.com
In case of any query, log on to www.takeovercode.com
Our Services: Investment Banking I Valuation & Business Modelling I Mergers &
Acquisitions I Tax & Transaction Advisory I ESOP/ESPS I Domestic & Cross Border
Investment Structuring I Group Reorganisation I Corporate Funding I Issue Management
9/10/2012