11/18/2013

1
PROF (DR.) S N GHOSH 1
UNIT 05 UNIT 05
DEFINITIONS
Person acting in concert (PAC) comprises,
persons who,
o for a common objective for substantial acquisition
of shares or voting rights or gaining control over TC
o pursuant to an agreement or understanding,
o directly or indirectly co-operate by acquiring or
agreeing to acquire shares or voting rights or control
over in TC
Deemed persons acting in concert
o a company, its holding or subsidiary, FII, merchant
bankers , portfolio managers , venture capital
funds, banks with financial advisers
Promoter
(a) person who is in control of TC;
(b) person named as such in any offer document or any
shareholding pattern filed with SE, whichever is later;
Promoter group - subsidiary or holding company,
company promoter holding 10 % or more, relative,
2
EXEMPTIONS FROM OPEN OFFER
Automatic Route (Reg. 3) - PI, rights issue,
underwriting agreement, interse transfer of shares,
acquisition of shares in ordinary course by
intermediaries or government or under Securitization
Act, Swap of shares
Takeover Panel (Reg. 4) constituted by SEBI
Chairman, majority of whom are independent
members of SEBI
Application by acquirer seeking exemption
- file application, supported by a duly sworn affidavit,
with SEBI giving details of proposed acquisition and
grounds of exemption sought
SEBI to forward to Panel - within 5 days
Panel recommendation to SEBI - within 15 days
SEBI to pass reasoned Order within 30 days
PROF (DR.) S N GHOSH
3
DISCLOSURE SHAREHOLDING &
CONTROL IN LISTED COMPANY
(REG. 7 & 9)
Particulars Trigger
%
Intimation
period
Information
display
Specific
disclosure
Stages of
acquisition
Consolidation
of holding
1. 5%
2. 10%
3. 14%
4. 54%
5. 74%
15%
Within 2
days of
intimation of
allotment/
acquisition
SE shall
immediately
display
information on
trading screen
PROF (DR.) S N GHOSH 4
11/18/2013
2
Continual disclosure Shareholding & Control
(Reg. 7 & 9) (Contd.)
(i) Every
Person
(ii) Promoter or
every
person
having
control over
a company
(iii) Every listed
company
o 15%
o No. and %age
of his and PAC
shareholding
o Changes, if
any,
o within 21
days of
31March
o Above
and as on
record date
o Same as
above
Filing with
SE
SE may call
for
information
Co. to
maintain
Register in
specified
format
5
Disclosure of pledged shares
Promoter and Promoter Group within 7 working days from date
of creation of pledge on shares of that company- inform to
Company
Company to intimate SE within 7 days of each quarter
aggregate no. of shares 25,000 or 1% of PUC whichever lower
SUBSTANTIAL ACQUISITION OF SHARESOR VOTING RIGHTSIN AND
ACQUISITION OF CONTROL OVER A LISTED COMPANY
To whom
applicable
Trigger point
Existing
Trigger point
Acquisitions
in the year
Compliance
Acquirer
together with
PAC
Consolidation
of holding by
Acquirer
together with
PAC
Acquisition of
control over a
company
0 -15%
15% - 55%
55% - 75%$
oIrrespective
of any holding
15% or more
oAdditional
more than 5%
in year
oAny additional
share
ooAny share Any share
oPA to acquire
shares
oPA to acquire
shares
oPA
oPA & Spl.
Resolution by
TC through
Postal Ballot
PROF (DR.) S N GHOSH 6