Overview of sebi takeover regulations, 2011 - TakeoverCode.com

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TIMING OF MAKING OPEN OFFERPublicAnnouncement• On the same day oras specified underthe Regulation 13Detailed PublicStatement• Within 5 workingdays from PA11/09/2012
RECOMMENDATION ON THE OFFER BYBOARD2007 2008 2009 2010Recommendation onOffer by theCommittee ofIndependentDirectors• Mandatory‣ Constitution of Committee of Independent Directors (IDC).‣ Recommendation on the Open offer, as to whether the offer , is or is not, fairand reasonable.‣ Publication of the recommendations in newspapers at least two workingdays before the commencement of the tendering period.11/09/2012
Page 1 and 2: Overview ofSEBI TakeoverRegulations
Page 3 and 4: Need of SEBI Takeover RegulationsAn
Page 5 and 6: 11/09/2012BASIC CONCEPT
Page 7 and 8: 11/09/2012Shares
Page 9 and 10: ACQUIRERDirectlyAcquiresWhoOrOrIndi
Page 11 and 12: ACQUIRERDirectlyAcquiresWhoOrOrIndi
Page 13 and 14: UNANSWERED ISSUEMeaning of Term Neg
Page 15 and 16: FREQUENTLY TRADED SHARESTradingTurn
Page 17 and 18: IMPORTANT EVENTSOffer PeriodIdentif
Page 19 and 20: ENTERPRISE VALUE*meansvalue calcula
Page 21 and 22: ENTERPRISE VALUEPaid up capital (No
Page 23 and 24: VOLUME WEIGHTED AVERAGE PRICE“Vol
Page 25 and 26: TRIGGERED POINTSFOROPEN OFFER11/09/
Page 27 and 28: INITIAL THRESHOLD & CREEPINGACQUISI
Page 29 and 30: INDIRECT ACQUISITIONAcquisition of
Page 31 and 32: VOLUNTARY OPEN OFFER• Prior holdi
Page 33 and 34: MINIMUM OFFER SIZEMandatoryOffer -2
Page 35 and 36: OFFER PRICENew RegulationsOld Regul
Page 37 and 38: ESCROW ACCOUNTOpening of Escrow Acc
Page 39: ACQUISITION AFTER THE TENDERINGPERI
Page 43 and 44: COMPETING OFFEROpen Offer by any ot
Page 45 and 46: NO APPOINTMENT OF ACQUIRER ON THEBO
Page 47 and 48: EXEMPTION FROM OPEN OFFERExemptions
Page 49 and 50: AUTOMATIC EXEMPTIONS FROM OPENOFFER
Page 51 and 52: DISCLOSURES LIMITSEvent Based Discl
Page 53 and 54: ISSUES UNADDRESSED• Negative Cont

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