11/18/2013

1

PROF (DR.) S N GHOSH 1

UNIT 05UNIT 05DEFINITIONS

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 concerto 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 OFFERAutomatic 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 GHOSH3

DISCLOSURE – SHAREHOLDING & CONTROL IN LISTED COMPANY

(REG. 7 & 9)Particulars Trigger

%Intimation period

Information display

Specific disclosureStages 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 screenPROF (DR.) S N GHOSH 4

11/18/2013

2

Continual disclosure – Shareholding & Control (Reg. 7 & 9) (Contd.)

(i) Every Person

(ii) Promoter orevery 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

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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 SHARES OR VOTING RIGHTS IN AND

ACQUISITION OF CONTROL OVER A LISTED COMPANY

To whom applicable

Trigger pointExisting

Trigger pointAcquisitions 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 yearoAny additional shareooAny 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