Escolar Documentos
Profissional Documentos
Cultura Documentos
SEBI Takeover
Regulations, 2011
11/09/2012
LOGO
SEBI
Takeover
Regulations, 2011
11/09/2012
1997
Enactment of SEBI (SAST) Regulations, 1997
2011
Enactment of SEBI (SAST) Regulations, 2011
11/09/2012
Overview of Regulations
SEBI Takeover
Regulations,
2011
Chapter I
Preliminary
Chapter II
Substantial
Acquisition of
Shares, Voting
Rights or
Control
Chapter IV Other
Obligations
Chapter V Disclosure of
Shareholding
and Control
Chapter
VI Miscellane
ous
Key
Definitions
Provides
threshold limit
for open offers
and
exemptions
Deals with
Concepts
related to
open offer
Obligations of
Acquirer, TC,
Merchant
Banker
Provides
limits for
making
disclosure
Deals with
power of
the Board
to issue
directions
Regulation
1-2
Regulation
3 - 11
Regulation
12 - 23
Regulation
24 - 27
Regulation
28 - 31
Regulation
32 - 35
11/09/2012
BASIC CONCEPT
11/09/2012
Rights or
Company
Shares
11/09/2012
Key Definitions
11/09/2012
ACQUIRER
Who
Directly
Or
Acquires
Or
Indirectly
Agrees to Acquire
Whether
Or through
By Himself
With PACs
Or with
Shares
Or
Voting rights
Over
11/09/2012
Target Company
Or
Control
ACQUISITION
means
Directly
OR
Acquiring
OR
Shares
OR
Indirectly
Agreeing to Acquire
Voting Rights
Target Company
11/09/2012
OR
Control
ACQUIRER
Who
Directly
Or
Acquires
Or
Indirectly
Agrees to Acquire
Whether
Or through
By Himself
With PACs
Or with
Shares
Or
Voting rights
Over
11/09/2012
Target Company
Or
Control
CONTROL
11/09/2012
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.
11/09/2012
SHARES
Means
Equity Share
voting rights
Includes
11/09/2012
capital
carrying
10%
Trading
Turnover
For instance:
Month of PA: September 2012
Trading Turnover: September 2011 to August 2012
11/09/2012
IDENTIFIED DATE
Identified
Date
11/09/2012
A date falling on
the 10th
business day
prior to
tendering period
IMPORTANT EVENTS
Offer Period
Identified
Date
Date of
acquisition of
shares/control
triggering PA
11/09/2012
Te n d e r i n g
Period
10 working days
within which
shareholders
tender their
shares
Date of payment
to shareholders
or withdrawal
objective acquire
ENTERPRISE VALUE*
means
value calculated
as
Market
Capitalization of
a Company
Debt
Total Cash
Minority
Interest
Preferred
shares
Cash
Equivalents
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.
Cash equivalent
Preferred stock
Click
to add
Title a specific dividend that is
Capital stock
which
provides
ENTERPRISE VALUE
Paid up capital (No. of shares) (1)
Closing Price of preceding day (2)
Market Capitalization (3=1*2)
Debt (4)
Minority Interest (5)
10,000
10
1,00,000
5,000
25%
(2500*10)
25,000
10,000
4,000
1,36,000
11/09/2012
Market Price: Y
X1*Y1+X2*Y2+X3*Y3
Volume weighted Average Market Price =
X1+X2+X3..
11/09/2012
Market Price: B
A1*B1+A2*B2+A3*B3
Volume weighted Average Price =
A1+A2+A3..
11/09/2012
01.04.2011
Capital
100
WAN
100*61/365
16.71
11/09/2012
Reduction of share
capital
10 shares
01.06.2011
01.10.2011
120
90
90
90*182/365
44.88
101.70
120*122/365
40.11
As on Date
TRIGGERED POINTS
FOR
OPEN OFFER
11/09/2012
TYPES OF OFFER
OPEN OFFER
MANDATORY/
TRIGGERED OFFER
Initial Threshold
11/09/2012
Creeping
Acquisition
VOLUNTARY OFFER
Change in
Control
Indirect
acquisition
3(1)
3(2)
25% or more
shares or voting
rights
Creeping
Acquisition - 5% in
each F.Y.
11/09/2012
CHANGE IN CONTROL
Through
Shareholder
Approval
SEBI (SAST)
Regulations,
2011
Through
Open
Offer Only
11/09/2012
Through
Shareholder
Approval
SEBI (SAST)
Regulations,
1997
Irrespective of
acquisition of
shares or voting
rights
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
Acquirer
Global
Offer
100%
Control
B UK Ltd.
72.93%
Target Company
11/09/2012
2
Minimum
Offer Size
is 10%
3
Subject to
certain
eligibility
criterias,
conditions
and
restrictions
Eligibility
Condition
Restriction
11/09/2012
OPEN OFFER
AND ITS
RELATED CONCEPTS
11/09/2012
Mandatory
Offer 26%
11/09/2012
Voluntary
Offer 10%
OFFER PRICE
Add Your Text
Offer Price
Specific Criteria for
Direct
Acquisition
Frequently
Traded Shares
11/09/2012
Infrequently
Traded Shares
Indirect
Acquisition
OFFER PRICE
New Regulations
Old Regulations
60 trading days
26-weeks and 2
weeks average
Volume-weighted
average market
price
Simple Average
11/09/2012
Text
Control Premium
/ Non-
Compete Fees
Tex
Text
To be
Textincluded in
11/09/2012
ESCROW ACCOUNT
Opening of Escrow Account Not later than two working days
prior to the date of DPS
Amount of Escrow Deposit
Text
On first Rs. 500 Crores
On balance
Text amount
Concept
Additional 10%
Text
of balance
Text
consideration
Text
11/09/2012
Text
Ineligibility to make
Add Your Text
11/09/2012
Acquisition during
26 weeks after
Tendering Period
At a price higher
than offer price
To the
shareholders
whose shares are
accepted in the
offer
Within 60 days
from such
acquisition
11/09/2012
Payment of
difference
between highest
price and offer
price
Public
Announcement
11/09/2012
Detailed Public
Statement
Within 5 working
days from PA
2008
Recommendation on
Offer by the
Committee of
Independent
Directors
2009
2010
Mandatory
11/09/2012
KEY POINT
TEXT
TEXT
TEXT
Once a shareholder
has tendered
11/09/2012
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
11/09/2012
TEXT
TEXT
Statutory Approvals required have been refused.
TEXT
TEXT
11/09/2012
Offer Period
No induction of
representative on
Company
TEXT
TEXT
TEXT
TEXT
Acquirer or his
Board of Target
TEXT
TEXT
Exception:
After 15 working days from DPS, and
Deposit 100% consideration in the Escrow Account
11/09/2012
Exemption FROM
OPEN OFFER
TEXT
TEXT
11/09/2012
TEXT
TEXT
TEXT
TEXT
TEXT
TEXT
TEXT
TEXT
Regulation 11(2)
Regulation 11(1)
Exemption from the Open
Offer obligations
11/09/2012
Relaxation from
Procedural
Requirements of Open
Offer
Reg. 3 (1)
TEXT
Reg.
3 (2)
Reg. 4
11/09/2012
Reg 3 & 4
Inter-se-transfer
Reg 3
CDRTEXT
Scheme
Reg 3 (1)
Buy Back under
TEXT
Regulation 3(1)
Acquisition in the
ordinary course of
business
TEXT
Disinvestment
agreement
BIFR and Merger
Schemes
SARFAESI , Delisting
Transmission,
succession or
inheritance
Section 87(2) of
Companies Act, 1956
11/09/2012
Reg 3(2)
TEXT
Right Issue
Buy Back
TEXT
TEXT
Acquisition in exchange
TEXT
of shares
DISCLOSURES
LIMITS
TEXT
TEXT
11/09/2012
TEXT
TEXT
TEXT
TEXT
TEXT
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.
11/09/2012
IMPACT
Beneficial for Private Equity Players and Investors.
TEXT
More protection forTEXT
the small shareholders.
TEXT
11/09/2012
ISSUES UNADDRESSED
Negative Control
Applicability of regulations
on TEXT
acquisition ofTEXT
partly paid up
TEXT
shares
Exemption from open offer on account of forfeiture of Shares
TEXT
11/09/2012
TEXT
TEXT
TEXT
THANK YOU..
PAVAN KUMAR VIJAY
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
11/09/2012