• Oct
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SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (The Regulations)

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CIRCULAR

SEBI/CFD/DCR/SAST/ 2/2011/10/20 , Dated – October 20, 2011

Sub: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (The Regulations)

1. This is in continuation of the circular No SEBI/CFD/DCR/SAST/ 1/2011/09/23 dated September 23, 2011 on the captioned Regulations wherein various formats for the reports/ disclosures to be filed were specified. The formats for disclosures for acquisition and disposal of shares under Regulation 29 (1) and 29 (2) of the Regulations, which have since been finalized are placed as Annexure-A and Annexure-B respectively.

2. A copy of this circular and the above stated formats are available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Takeovers”.

Yours faithfully,

Neelam Bhardwaj
General Manager
+91-22-26449350
neelamb@sebi.gov.in

ANNEXURE A

FORMAT FOR DISCLOSURES UNDER REGULATION 29(1) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

1.   Name of the Target Company (TC)
2.   Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer
3.   Whether the acquirer belongs to Promoter/Promoter group
4.   Name(s) of the Stock Exchange(s) where the shares of TC are Listed
5.   Details of the acquisition of shares/voting rights/holding of the Acquirer and PAC Number % w.r.t. total
share/voting
capital
wherever
applicable
% w.r.t.
total diluted
share/
voting
capital of
the TC (*)
Before the acquisition under consideration, holding of :

(a)  Shares carrying voting rights

(b)  Voting rights (VR) otherwise than by equity shares

(c)  Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category)

Total (a+b+c)
Details of acquisition

(a)  Shares carrying voting rights acquired

(b)  VRs acquired otherwise than by equity shares

(c)  Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired

Total (a+b+c)
After the acquisition, holding of:

(a)  Shares carrying voting rights

(b)  VRs otherwise than by equity shares

(c)  Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition

Total (a+b+c)
6. Mode of acquisition (e.g., open market/public issue/rights issue/preferential allotment/inter se transfer, etc.)
7.  Date of acquisition of/date of receipt of intimation of allotment of shares /VR/ warrants/convertible securities/any other instrument that entitles the acquirer to receive shares in the TC.
8.   Equity share capital/total voting capital of the TC before the said acquisition
9.   Equity share capital/ total voting capital of the TC after the said acquisition
10. Total diluted share/voting capital of the TC after the said acquisition

Note:

(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

Signature of the acquirer/Authorised Signatory

Place:

Date:

ANNEXURE B

FORMAT FOR DISCLOSURES UNDER REGULATION 29(2) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

1.   Name of the Target Company (TC)
2.   Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer
3.   Whether the acquirer belongs to Promoter/Promoter group
4.   Name(s) of the Stock Exchange(s) where the shares of TC are Listed
5.   Details of the acquisition/disposal/holding of rights/holding of the Acquirer and PAC Number % w.r.t. total
share/voting
capital
wherever
applicable
% w.r.t.
total diluted
share/
voting
capital of
the TC (*)
Before the acquisition/disposal under consideration, holding of :

(a)  Shares carrying voting rights

(b)  Voting rights (VR) otherwise than by shares

(c)  Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category)

Total (a+b+c)
Details of acquisition/sale

(a)  Shares carrying voting rights acquired/sold

(b)  VRs acquired/sold otherwise than by shares

(c)  Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired/sold

Total (a+b+c)
After the acquisition/sale, holding of:

(a)  Shares carrying voting rights

(b)  VRs otherwise than by shares

(c)  Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition.

Total (a+b+c)
6. Mode of acquisition/sale (e.g., open market/off-market/public issue/rights issue/preferential allotment/inter se transfer etc).
7.   Date of acquisition/sale of shares/VR or date of receipt of intimation of allotment of shares, whichever is applicable
8.   Equity share capital/total voting capital of the TC before the said acquisition/sale
9.   Equity share capital/total voting capital of the TC after the said acquisition/sale
10. Total diluted share/voting capital of the TC after the said acquisition/sale.

(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

Signature of the acquirer/seller/Authorised Signatory

Place:

Date:

Download :-  Full Circular on SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (The Regulations)


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