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.

2. SEBI REGULATION ACT, 1997
(Substantial Acquisition
of Shares & Takeover)

3. Acquisition
Takeover
SEBI REGULATION ACT,
1997
(Substantial Acquisition of
Shares & Takeover)

4. Substantial acquisition of shares &
takeover
On the basis of recommendations the
committee,The SEBI announced on
February20, 1997.The revised takeover code
as SEBI Regulations 1997.

5. Substantial acquisition of shares &
takeover
1.Who holds more than
5% shares or voting
rights in any
company , 2 months
of notification of
these Regulation
disclose his
shareholding in that
company.

6. Substantial acquisition of shares &
takeover
2.Any acquirer, who acquirer shares or voting
rights which (taken together with shares or
voting rights, any held by him) would entitle
him to more than 5% or voting rights in a
company.

7. Substantial acquisition of shares &
takeover
3.Who holds more than 10% shares or voting
rights in any company, within 21days from
the end of the financial year.

8. Substantial acquisition of shares &
takeover
4.Acquire shares or voting rights, acquirer to
exercise 10% more of voting rights in
company.
Public announcement.

9. Substantial acquisition of shares &
takeover
5. Not less than 10% but not more than 25%
shares or voting rights in a company.
 Than 2% of the voting rights , in any period
of 12 months .

10. Substantial acquisition of shares &
takeover
6.The minimum offer price shall be the highest of-
a) The negotiated under the agreement
b) Average price paid by the acquirer for acquisitions
during 12months announcement.
c) Price paid by the acquirer under preferential allotment
made.
d) The average of the weekly high and low of closing
prices of the target company during 26 weeks
announcement.

11. Substantial acquisition of shares &
takeover
7.The public offer shall be made to the
shareholders of the target company to
acquire from them aggregate minimum of
20% of voting capital of company.

12. Substantial acquisition of shares &
takeover
8.Within 14 days of the public announcement of
the offer, the acquire must send a copy of the
draft to the target company.

13. Substantial acquisition of shares &
takeover
9.Acquirere who had made the first public
announcement, who desirous of making any
offer shall within 21 days .

14. Substantial acquisition of shares &
takeover
10.Option to make
an announcement
revising the offer
or withdrawing
the offer with the
approval of the
SEBI.

15. Substantial acquisition of shares &
takeover
11.Any time up to 3 working days prior to the
date of the closure of the offer.

16. Substantial acquisition of shares &
takeover
12.No public offer, once made, shall be
withdrawn except under circumstances
mentioned:-
a) The withdrawals is consequent.
b) Not receive the minimum level of
acceptances
c) Natural person has died.

17. Substantial acquisition of shares &
takeover
13.Escrow a/c a sum equivalent to least 255 of
total consideration payable under the offer
up to Rs,100 corers & 10% of the
consideration.

18. Substantial acquisition of shares &
takeover
14.The Escrow a/c shall be increased to equal to
least 25% consideration

19. Substantial acquisition of shares &
takeover
15.In case of a substantial acquisition of shares
in financially weak company not being a sick
industrial company.
 Outright purchase of shares.
 Exchange of shares.
(promoters do not own any shares in case such
acquisition is made by the new promoters.)

20. Substantial acquisition of shares &
takeover
16.The person acquiring shares from the
promoters of the persons in- charge of the
management of the affairs of the financially
weak company.

21. Substantial acquisition of shares &
takeover
17.No person shall make a competitive bid for
acquisition of shares of the financially weak
company once the lead institution has
evaluated the bid and accepted the bid of the
acquirer.
cont……….

22. Substantial acquisition of shares &
takeover
On 28th 1998 notified.
increase the there share hold limit from
10% 15%.