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.

1. Chandigarh 29.03.2008

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

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

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

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

11. C OMPARISON OF SOME KEY TERMS

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

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

15. R EGULATION 6 & 8 – CONTINUAL DISCLOSURES

19. R EGULATION 7 – EVENT –BASED DISCLOSURES

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

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

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

27. What is the relevant date for deciding the eligibility for availing exemption?? Regulation 3 comes into play only if a violation of the substantive clauses 10, 11 or 12 is first established. Therefore, the date of claiming exemption under regulation 3 cannot be prior to the date when regulation 10, 11 or 12 is attracted. Whether acquisition of shares pursuant to conversion of warrants is an involuntary acquisition and hence eligible for exemption?? The acquisition of shares and consequent voting rights is out of a voluntary action on the part of the Acquirers and it is not due to compulsion under or operation of any law. Hence, such acquisition is not exempt.

28. P AYMENT OF NON-COMPETE CONSIDERATION

33. R EGULATION 3 – EXEMPTIONS

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

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

37. Whether the indirect acquisition of shares of an Indian Company pursuant to a scheme of arrangement approved by the High Court of a foreign country will be exempt under regulation 3(1)(j)(ii) of SEBI Takeover Regulations, 1997? Yes, because section 3(1)(j)(ii) of Takeover Regulations provides exemption from regulation 10, 11 & 12, in case of acquisition of shares pursuant to a scheme of arrangement or reconstruction including amalgamation or merger or demerger under any law or regulation, Indian or foreign. Therefore, acquisition of shares pursuant to a scheme of arrangement approved by a foreign court will also be exempted.

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

47. Acquisition of 14.99% Shares. Acquisition of Control by passing a Special resolution through Postal Ballot u/r 12. Merger of the Target Company with the Acquirer Company.

48. Choice of Company for Investment Decision of Investment vis-a-vis various laws. Due Diligence of Company Market Perception about the Company

49. Anticipation of Competitor Cost of Investment Decision as to acquisition type Acquisition of Shares Acquisition of Control Acquisition of Shares and Control Mode of Acquisition Through Open Offer Through Postal Ballot