SECURITIES AND EXCHANGE BOARD OF INDIA
SECONDARY MARKET DEPARTMENT
Mittal Court, A Wing, Gr. Floor,
224, Nariman Point, Mumbai 400 021
SMD/POLICY/CIR-22/97
September 22, 1997
To,
The Presidents/Executive Directors/Managing Directors
of All the Stock Exchanges.
Dear Sir,
Sub: Amendment of Clauses 40A and B of the Listing Agreement of the stock exchanges.
The Justice Bhagwati Committee on Substantial Acquisition of Shares and Takeovers in its report dated January 18, 1997 recommended that Clauses 40A and B of the Listing Agreement may be replaced by a Clause requiring compliance with the SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 have been notified on February 20,1997. In order to give effect to the above, clauses 40A & B of the Listing Agreement of the stock exchanges are required to be suitably amended. You are therefore, advised to carry out the following amendments to the Listing Agreement of the Exchange.
Clause 40A – Substantial Acquisition of securities :
The company agrees that the following shall also be the condition for continued listing.
When any person acquires or agrees to acquire any securities beyond 5% of the voting capital, the acquirer and the company shall comply with the relevant provisions of the SEBI (Substantial Acquisition of Shares Takeovers) Regulations, 1997.
When any person acquires or agrees to acquire any securities exceeding 10% of the voting rights in any company or if any person who holds securities which in aggregate carries less than 10% of the voting rights of the company, such person shall not acquire any securities exceeding 10% of the voting capital of the company without complying with the relevant provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
..2/-
: 2 :
Clause 40B – Takeover Offer
A company agrees that it is a condition for continued listing that whenever the takeover offer is made or there is any change in the control of the management of the company, the person who secures the control of the management of the company and the company and the company whose shares have been acquired shall comply with the relevant provisions of the SEBI (Substantial Acquisition of Shares and Take-over) Regulations, 1997.
You are advised to keep us informed about the steps taken to implement the above changes.
Yours faithfully,
O.P.GAHROTRA
SR.EXECUTIVE DIRECTOR
