The document discusses various exemptions provided under the SEBI Takeover Code regulations. It explains key terms related to takeovers and the provisions of Regulations 10, 11, and 12 from which exemptions can be provided under Regulation 3. It then explores the various categories of exemptions provided under Regulations 3(1) including inter-se transfers, acquisitions in ordinary course of business, and transfers pursuant to schemes of arrangement. It also discusses conditions for availing exemptions and matters of debate addressed by SEBI in relation to certain cases.
SEBI (SAST) Regulations, 2011 provides that whenever an acquirer acquires the shares/voting rights in excess of the threshold or control over the Target Company as prescribed under regulation 3, 4 and 5 of SEBI Takeover Regulations, then the acquirer is required to make a public announcement of offer to the shareholders of the Target Company. However, Regulation 10 of the SEBI (SAST) Regulations, 2011 provides the automatic exemption...
Related Party Transaction as per Companies Act and SEBI(LODR)CS Bhuwan Taragi
This PPT is on Related Party Transaction as per companies Act, 2013 and SEBI(LODR) 2015. you will company know who are related parties and what are approval required for related parties transactions.
You can visit my you tube channel "CS Bhuwan Taragi- The Law Talks " for more clearity on this topic.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
The concept of Dormant Company is introduced under section 455 of the Companies Act, 2013 read with The Companies (Miscellaneous) Rules, 2014 and came into effect from 1st April, 2014. Basically it’s the status of company which is becomes dormant.
Dormant company in general means temporarily inactive. As per provision of Companies Act, 2013 any company can apply for dormant status of the company by making application to Registrar, if it fulfils the required conditions.
SEBI (SAST) Regulations, 2011 provides that whenever an acquirer acquires the shares/voting rights in excess of the threshold or control over the Target Company as prescribed under regulation 3, 4 and 5 of SEBI Takeover Regulations, then the acquirer is required to make a public announcement of offer to the shareholders of the Target Company. However, Regulation 10 of the SEBI (SAST) Regulations, 2011 provides the automatic exemption...
Related Party Transaction as per Companies Act and SEBI(LODR)CS Bhuwan Taragi
This PPT is on Related Party Transaction as per companies Act, 2013 and SEBI(LODR) 2015. you will company know who are related parties and what are approval required for related parties transactions.
You can visit my you tube channel "CS Bhuwan Taragi- The Law Talks " for more clearity on this topic.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
The concept of Dormant Company is introduced under section 455 of the Companies Act, 2013 read with The Companies (Miscellaneous) Rules, 2014 and came into effect from 1st April, 2014. Basically it’s the status of company which is becomes dormant.
Dormant company in general means temporarily inactive. As per provision of Companies Act, 2013 any company can apply for dormant status of the company by making application to Registrar, if it fulfils the required conditions.
Section 185 and 186 - Loans and Investments by CompanySaurabh Dugar
Investments by company - Section 185 and 186 of Companies Act, 2013
Procedural Aspects, carve outs, implication of violations, etc.
Have included the probe of the proposed changes of Companies (Amendment) Bill, 2016.
OBJECTIVE
“Strike off” or “Removal of name of the company from the Register of Companies” is the process of closing down a company without undergoing the lengthy procedure of liquidation. The provisions of Companies Act, 2013 (the Act) relating to strike off provide an opportunity to the non working companies to get their names struck off from the records of Register of Companies. This system provides fast track exit to such companies. The webinar covers the legal provisions of Sections 248 to 252 of the Act read with the Rules relating to strike off of company along with judicial precedents and statistics.
Permanent Establishment & Business Connection and it's Impact on Taxability o...DVSResearchFoundatio
Key Takeaways
Understanding Permanent Establishment and Business Connection
Attribution of Profits
Interplay of Permanent Establishment and Business Connection
Illustrations and Judicial Precedents
Section 185 and 186 - Loans and Investments by CompanySaurabh Dugar
Investments by company - Section 185 and 186 of Companies Act, 2013
Procedural Aspects, carve outs, implication of violations, etc.
Have included the probe of the proposed changes of Companies (Amendment) Bill, 2016.
OBJECTIVE
“Strike off” or “Removal of name of the company from the Register of Companies” is the process of closing down a company without undergoing the lengthy procedure of liquidation. The provisions of Companies Act, 2013 (the Act) relating to strike off provide an opportunity to the non working companies to get their names struck off from the records of Register of Companies. This system provides fast track exit to such companies. The webinar covers the legal provisions of Sections 248 to 252 of the Act read with the Rules relating to strike off of company along with judicial precedents and statistics.
Permanent Establishment & Business Connection and it's Impact on Taxability o...DVSResearchFoundatio
Key Takeaways
Understanding Permanent Establishment and Business Connection
Attribution of Profits
Interplay of Permanent Establishment and Business Connection
Illustrations and Judicial Precedents
Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...Corporate Professionals
Takeover Panorama January 2013 A Monthly Newsletter by Corporate Professionals
Highlights-
Latest Case Decisions : R. Shankar vs SEBI
Latest Open Offers
Regular Section on Interpretation of Legal Provisions
Useful Hints
Case Studies
Market Update
Hostile Takeover Strategies with Analysis of Case StudiesPavan Kumar Vijay
Hostile Takeover, acquisition of a business by making unsolicited bids and giving attractive offers to the stakeholders to amass the controlling share and then bid to take control of the business and the management. The acquirer attempts to acquire a business by convincing small shareholders and financial institution of bright future prospects and also give them much larger premium for their shares. This is done to get an upper hand in that specific segment of Industry as well as market by acquiring an established business with proven track records.
How much negative this kind of takeover may look, there are many positive outcomes too. A bid of hostile takeover compels the management to work efficiently, true value of a business comes to fore, shareholders get an opportunity to sell their stake at a good premium etc.
This presentation explains in detail and a lucid manner, all the provisions of SEBI Takeover code. Also, it deals with certain debatable issues under the code.
This presentation enumerates the practical aspects of merger, demerger and reduction of capital and the strategies involved therein. It also highlights certain key issues involved in corporate restructuring.
I had the opportunity to address the Impact Session on “How to Grow & Manage Startups” organized by ICSI-NIRC on 17.2.2016. In my opening remarks I stated that we are incredibly excited about the Startup India Action Plan announced by the Hon’ble Prime Minister of India, which is definitely going to motivate many young entrepreneurs to turn ideas into action and create more jobs opportunities in India. With faster registration of patents and protection for Intellectual Property rights, every entrepreneur would also be confident of reward for his innovation. Day is not far off when India may acquire from 3rd position to 1st position with largest number of start-ups globally.
Addressing the gathering I stated that a lot of businesses have entered the market these days to reach out to customer with different channels. The trust factor through offline shopping has been replaced with online shopping as it provides cheaper, economical and variety of things to buy. While starting up your own business, it is important to understand that how to manage the growth in the present and future context. Company Secretaries play a proactive role in guiding these startups by providing professional support ranging from business setup, documentation, compliances, accounting, payrolls, funding and many more that will help them to rise up to the challenges in the global economy.
The ICSI must rise to the occasion to encourage and foster its young, capable and talented members for their future splendor by Setting-up of incubation centers and provide them necessary support and hand-holding in their growth. It is good time to start chain programmes on Startups and greet the future that “WE ARE READY”.
B2B payments are rapidly changing. Find out the 5 key questions you need to be asking yourself to be sure you are mastering B2B payments today. Learn more at www.BlueSnap.com.
Digital Transformation and IT Strategy Toolkit and TemplatesAurelien Domont, MBA
This Digital Transformation and IT Strategy Toolkit was created by ex-McKinsey, Deloitte and BCG Management Consultants, after more than 5,000 hours of work. It is considered the world's best & most comprehensive Digital Transformation and IT Strategy Toolkit. It includes all the Frameworks, Best Practices & Templates required to successfully undertake the Digital Transformation of your organization and define a robust IT Strategy.
Editable Toolkit to help you reuse our content: 700 Powerpoint slides | 35 Excel sheets | 84 minutes of Video training
This PowerPoint presentation is only a small preview of our Toolkits. For more details, visit www.domontconsulting.com
An introduction to the cryptocurrency investment platform Binance Savings.Any kyc Account
Learn how to use Binance Savings to expand your bitcoin holdings. Discover how to maximize your earnings on one of the most reliable cryptocurrency exchange platforms, as well as how to earn interest on your cryptocurrency holdings and the various savings choices available.
Recruiting in the Digital Age: A Social Media MasterclassLuanWise
In this masterclass, presented at the Global HR Summit on 5th June 2024, Luan Wise explored the essential features of social media platforms that support talent acquisition, including LinkedIn, Facebook, Instagram, X (formerly Twitter) and TikTok.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
Understanding User Needs and Satisfying ThemAggregage
https://www.productmanagementtoday.com/frs/26903918/understanding-user-needs-and-satisfying-them
We know we want to create products which our customers find to be valuable. Whether we label it as customer-centric or product-led depends on how long we've been doing product management. There are three challenges we face when doing this. The obvious challenge is figuring out what our users need; the non-obvious challenges are in creating a shared understanding of those needs and in sensing if what we're doing is meeting those needs.
In this webinar, we won't focus on the research methods for discovering user-needs. We will focus on synthesis of the needs we discover, communication and alignment tools, and how we operationalize addressing those needs.
Industry expert Scott Sehlhorst will:
• Introduce a taxonomy for user goals with real world examples
• Present the Onion Diagram, a tool for contextualizing task-level goals
• Illustrate how customer journey maps capture activity-level and task-level goals
• Demonstrate the best approach to selection and prioritization of user-goals to address
• Highlight the crucial benchmarks, observable changes, in ensuring fulfillment of customer needs
The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
2. KEYWORDS IN TAKEOVER CODE When an " acquirer " takes over the “shares” or “control” of the "target company", it is termed as Takeover . When an acquirer acquires " substantial quantity of shares or voting rights" of the Target Company, it results into substantial acquisition of shares.
3. T AKEOVER SHARES CONTROL BOTH SHARES & CONTROL Acquisition LIFTING THE VEIL
4. MEANING OF EXEMPTIONS Regulation 3 of the SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 deals with Exemptions. It states: “ Nothing contained in regulations 10, 11 and 12 of these regulations shall apply to...” contd.. Thus, Regulation 3 gives exemption only from the provisions of Regulation 10, 11 & 12 of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997, and other provisions of the takeover code are required to be complied with in every case.
5. WHAT ARE REGULATION 10, 11 & 12? NO DISTINCTION BETWEEN PROMOTERS & NON-PROMOTERS 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.
6. Regulation 11(2) – “ The Analysis ” “ No acquirer, who together with persons acting in concert with him holds, fifty five per cent. (55%) or more but less than seventy five per cent. (75%) of the of the shares or voting rights in a target company, shall acquire either by himself or through persons acting in concert with him any additional shares or voting rights therein, unless he makes a Public Announcement to acquire shares in accordance with these Regulations:
7. IMPLICATION OF REGULATION 3 REGULATION 3 PROVIDES AN EXEMPTION FROM THE REQUIREMENT OF MAKING PUBLIC ANNOUNCEMENT TO ACQUIRE SHARES & CONTROL. WHAT IS PUBLIC ANNOUNCEMENT? Public announcement is an exit opportunity in the form of an offer to the shareholders of the target company to sell their shares to the acquirer if they don’t want to continue with the new management.
10. PUBLIC ISSUE Firm Allotment REGULATION 3(1)(a) - Public Issue Net Offer to public or Reservation PUBLIC ISSUE EXEMPT Only if the disclosures are made in the prospectus
11. Up to Entitlement Always exempt Takeover code will never be attracted because on acquisition of shares up to the entitlement, there will be no increase in percentage shareholding. Up to the limits specified in Regulation 11 Always exempt This will be the case when a shareholder acquires shares beyond his entitlement but his aggregate shareholding does not exceeds the limits specified in Regulation 11* , i.e. by 5%. Beyond the limits specified in regulation 11 Only if The acquirer is presently in control of the company and he has in the rights letter of offer made disclosures that he intends to acquire additional shares beyond their entitlement, if the issue is under subscribed. MAX UPTO 75% However, in any case the exemption shall not be available in case the acquisition of securities results in the change of control of management. RIGHT ISSUE REGULATION 3(1)(b) - Right Issue Regulation 11*,- Regulation 11(1) where the limit of 5% is available for FY RIGHT ISSUE
12. ACQUISITION BY UNDERWRITERS REGULATION 3(1)(d) Underwriters are not required to make Public Announcement for the acquisition made pursuant to the underwriting agreement signed with the company when the issue is undersubscribed.
13.
14.
15.
16.
17. INTER-SE TRANSFER FOR QUALIFYING PROMOTERS Qualifying Indian Promoter & Foreign Collaborator, who are shareholders. Qualifying Promoters
18. Who is a Qualifying Promoter? Primary Category: (i) Any person who is directly or indirectly in control of the company; or (ii) Any person named as promoter in any document for offer of securities to the public or existing shareholders or in the shareholding pattern disclosed by the company under the provisions of the Listing Agreement, whichever is later. Body Corporate Individual Relative Its subsidiary or holding company Qualifying Promoter Qualifying Promoter of the Body corporate Relative, Firm or HUF in which the of Promoter is a partner or coparcener Secondary Category Firm or Company controlled by
19. ACQUIRER AND PERSONS ACTING IN CONCERT ACQUIRER Reg 2(b) PAC Reg2(e) Exemption available only after 3 years from the date of closure of open offer made under these Regulations .
20. PRE- CONDITIONS FOR AVAILING INTER- SE TRANSFER. Conditions Category I (Group) Category II (Relative) Category III (Qualifying Promoter) Category IV (Acquirer & PAC) i. Transfer is at a price > 25% of the price determined in terms of Reg 20(4) & 20(5) of SEBI (SAST) Regs, 1997. N N Y Y ii. 3 yrs holding of shares by transferee & transferor. N N Y Y (PAC & Acquirer) iii. Compliance of Regulation 6, 7 & 8. Y Y Y Y
21. MATTER OF DEBATE: HELD: On strict compliance automatic exemption under R.3 is not available. However, Since, the ultimate ownership will remain in same hands after the transfer in which it was before the transfer. Therefore the exemption under regulation 4 will be available to the acquirer THOMAS COOK (INDIA) LIMITED Whether the transfer of shares by a company to the other company within the same group will be exempt under takeover regulations where the acquirer company has not been shown as Group Company in the last published annual report of the target company because it was formed subsequent to the last published annual report of the target company.
22. MATTER OF DEBATE: HELD: Regulation 3(4) and 7(1) of the 1997 Regulations contemplates holding of an individual and not the total holding of promoter group therefore where acquisition was from other shareholder in same group and as result of acquisition holding of group had not changed, regulation 3(1)(e) will be applicable to the said transaction. YOGI SUNGWON (INDIA) LTD. VS. SEBI) Whether regulation 3(4) and 7(1) of the 1997 Regulations contemplates holding of an individual or total holding of promoter group?
23. CASE STUDY Transferee shareholding Increased from 12.40% to 15.59% Regulation 3(1)(e) will be applicable Particulars Pre Acquisition Holding Proposed acquisition Post Acquisition Holding Shares % Shares % Shares % Transferee 19424377 12.40 +5000000 3.19% 24424377 15.59 Transferor 15053102 9.61 -5000000 3.19% 10053102 6.42 Other Promoters 67837367 43.30 67837367 43.30 TOTAL 102314846 65.31 102314846 65.31
24.
25. Acquisition of shares by a person in exchange of shares received under a public offer made under these regulations Aggregate shareholding in Mr. ABC Ltd. after receipt of consideration is, say, 18% Acquisition of 20% shares Open offer to shareholders of X Ltd. EXEMPT REGULATION 3(1)(ff) Target Company Acquirer X Ltd. (Listed) Y Ltd. (Listed) Mr. ABC (Shr of TC) 0% 10% Payment of consideration by issue of shares of Y Ltd.
26. TRANSMISSION OR SUCCESSION OR INHERITANCE Acquisition of Shares through Transmission Inheritance Succession E.G, In case of death of a shareholder, his shares devolve on his legal representative. Similarly, in case of insolvency of a shareholder, his shares devolve on his official assignee. REGULATION 3(1)(g)
27. GOVERNMENT COMPANIES & STATUTORY CORPORATIONS Acquisition of Shares by Government Companies and Statutory Corporations However, the Regulations does not provide the exemption, if Government Company acquire shares pursuant to competitive bidding process initiated by Central Government or State Government entered in the course of disinvestments of Public Sector Undertaking. REGULATION 3(1)(h)
28. STATE LEVEL FINANCIAL INSTITUTIONS REGULATION 3(1)(i) Transfer Transfer State level financial institutions Subsidiary Company Promoter or Co-promoter Successors or Assignees Acquirer of Shares pursuant to an agreement between the SFI and the promoter
29. REGULATION 3(1)(ia) VENTURE CAPITAL FUNDS Transfer Venture capital funds or foreign venture capital investors registered with the Board Promoters of a Venture capital undertaking or Venture capital undertaking Agreement
30. Transfer pursuant to a scheme framed under section 18 of the Sick Industrial Companies (Special Provisions) Act REGULATION 3(1)(j) SCHEME OF ARRANGEMENT
31. Transfer pursuant to a scheme of arrangement or reconstruction including amalgamation or merger or demerger under any law or regulation, Indian or foreign REGULATION 3(1)(j) MAX ACQUISITION IS UPTO 75% X Ltd. (Amalgamated Company) Y Ltd. (Amalgamating Company) Y (Shareholder) 20% 10%% Payment of consideration by issue of shares of Y Ltd. Aggregate shareholding in Y Ltd. after receipt of consideration is, say, 26% Merger or amalgamation EXEMPT
32. MATTER OF DEBATE: HELD: No, transfer precedent to merger will not be exempt under Takeover Provisions. LUXOTTICA GROUP SPA VS. SEBI Whether subsequent merger of companies to give effect to acquisition of shares would absolve acquirer from obligation arising out of triggering of regulations 10 and 12?
33. MATTER OF DEBATE: HELD: Yes, it will be exempt from takeover provisions EATON CORPORATION VS. SEBI Whether change in control over the target company pursuant to scheme of merger approved under the law of a country outside India will be exempt under regulation 12?
34. Change in control by takeover of management of the borrower target company by the secured creditor or, By restoration of management to the said target company by the said secured creditor (Pursuant to Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.) ACQUISITION PURSUANT TO SECURITIZATION ACT REGULATION 3(1)(ja)
35. Acquisition of shares in companies whose shares are not listed on any stock exchange. The exemption under clause ( k ) above shall not be applicable if by virtue of acquisition or change of control of any unlisted company, whether in India or abroad, the acquirer acquires shares or voting rights or control over a listed company. REGULATION 3(1)(k) X Ltd. (Acquirer) Y Ltd. (Holding Company) (Unlisted) Z Ltd. (Subsidiary Company) (Listed) Acquisition of 51% shares Indirect Acquisition of Control NOT EXEMPT EXEMPT
36. QUERY Holding Company Subsidiary Company ?? Acquirer Open Offer Whether Acquirer has to give open offer to the Subsidiary company also as change in control in holding Company will automatically be considered as change in control of subsidiary Company?
37. EXEMPTION UNDER REGULATION 3 is AUTOMATIC WHEREAS EXEMPTION UNDER REGULATION 4 IS SOUGHT FROM TAKEOVER PANEL (Exemption under regulation 4 can be claimed in those circumstances where the technical conditions of the takeover code can not be complied with but at the same time giving of public announcement of offer also will not serve any purpose. For example, in some of the following cases, SEBI has given exemption from making of Public announcement.) EXEMPTION UNDER REGULATION 4 REGULATION 3(1)(l)
38. MATTER OF DEBATE: HELD: NO, the purpose of giving an exit opportunity will be fulfilled by sending the offer letters individually by registered post, there is no need to make public announcement of offer which will not only delay the formalities of the proposed acquisition but also avoidable expenses will be saved. Held in: Bhoruka Financial Services Limited Kharikatia Tea And Industries Limited Whether an acquirer is required to give public announcement of offer where the number of shareholders of the target company is very small, each one of whom can be reached effectively by issuing registered acknowledgment due letters to them?
39. MATTER OF DEBATE: HELD: Where there will be no change in control and management of the Target Company and sole purpose of acquisition is to save the company from financial crisis, exemption can be granted. However, exemption on the basis of this submission will be available only if the acquirer proves that the funds cannot be raised from any other source like public issue or right issue etc. Pearl Polymers Ltd, Rainbow Denim Limited Satia Paper Mills Limited, Balasore Alloys Limited Salguti Plastics Limited Whether the exemption from making public announcement of offer will be available to the promoter acquirer where the shares are being acquired to comply with the conditions of financial institution imposed on the target company as a part of the scheme of providing financial assistance?
40. MATTER OF DEBATE: HELD: Yes, because the purpose of acquisition is not to acquire the control and management of the target company and there will be no change in the shareholding pattern even after the acquisition. Held in: Shriram Pistons and Rings Limited Specialty Papers Limited Whether the transfer of shares by a person to himself in another capacity i.e. promoters of the target company to a family benefit trust in which the promoters himself are the trustees and beneficiaries will be exempted under takeover code?
41. DISCLOSURES C O M P L I A N C E Reg 3(3) Reg 3(4) Reg 3(5) Advance Intimation (4 days in Advance) Report (21 days of acquisition) Fees to be accompanied with Report (Rs 25000)
42. MATTER OF DEBATE: HELD: Regulation 3(4) is applicable to all cases wherever the acquisition exceeds the limit prescribed in the regulations irrespective of the existing holding of the acquirer. NAAGRAJ GANESHMAL JAIN V P.SRI SAI RAM Whether Reporting under Regulation 3(4) is one time reporting?
43. MATTER OF DEBATE Whether the provision of regulation 3(4) is applicable only in respect of a company and its group companies, acting in concert, together holding less than 10 per cent of the paid up capital before the Right Issue in the target company and by virtue of the Right Issue increasing their holding beyond 10 per cent and not in a case where promoters were already holding 42.48 per cent of the paid up capital before the Right Issue? HELD: No even persons holding more than allowable limits are required to file report with SEBI under regulation 3(4). GODREJ & BOYCE MFG. CO. LTD. VS. SEBI )
44. MATTER OF DEBATE Whether increase in voting rights of the acquirers from 66.11% to 66.40% will warrant the open offer in terms of Regulation 11(2) of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997? regulation 11(2). HELD: The acquisition of shares pursuant to corporate action should be exempt if it complying with the Listing Agreement. However, an specific exemption is to be sought from Panel GUJARAT AMBUJA EXPORTS LTD.
45. EXEMPTIONS vis-à-vis Clause 40A Regulation 3(1A) “ Nothing contained in sub-regulation (1) shall affect the applicability of the listing requirements.” Effect of Regulation 3(1A) The above-mentioned regulation is giving the effect that the exemption under regulation cannot exceed the provisions of listing agreement,i.e.the minimum public holding of 25% cannot be exceeded by the exemptions