Professional Documents
Culture Documents
Code
Presented By:
•Harkesh Bansal(05)
•Deep Shikha(08)
•Siddharth Iyer(10)
•Jaimin Patwa(19)
•Jharna Tinani(26)
Apr-2007
Post - 1994 SEBI amended Code
Oct - 2002
Few amendments
as per Bhagwati
Committee’s reco.
Feb - 1997
New Takeover Code
(Bhagwati
Committee)
Nov - 1994
SEBI Takeover
Code
Nov 1990
Clause 40(A) & 40(B)
of Listing Agreement
Pre - 1990
Pre - 1990
Clause 40 of Listing
Agreement
Indian M&A
Amalgamations Acquisitions
Asset Stock
Merger De-merger
Purchase Purchase
Slump Itemized
Sale Sale The Takeover
Code, 1997
Shares
Means shares in the share capital of a company carrying voting rights and
includes any security which would entitle the holder to receive shares with
voting rights [but shall not include preference shares]
Control
Right to appoint majority of directors or Right to control management
decisions or Right to take policy decisions exercisable by PAC, directly or
indirectly, by virtue of their shareholding or management rights or SHA or
voting agreements or in any other manner
Deemed to be a promoter
Individual – spouse, parents, brothers, sisters or children
Corporate:
a subsidiary or holding company
any company in which it holds 26% or more of the equity capital
any other body corporate under the same management
A financial institution, scheduled commercial bank, FII or VCF shall not be deemed to
be a promoter by virtue of shareholding
Public shareholding
Means shareholding held by persons other than promoters as defined
Substantial acquisition
– Acquisition upto 15% of shares or voting rights or control - No open offer
– Beyond 15% - Open offer triggered
Consolidation of Holdings
– 15% to 55% - Open offer triggered for acquisition beyond 5% per year
– 55% to 75% - Open offer triggered on every acquisition
– Beyond 75% - Delisting triggered
an Acquirer may also make an offer for less than 20% of shares of
target company in case the acquirer is already holding 75%
An acquirer may make a conditional offer which may be less than 20%
of minimum offer size – (S&P / Crisil)
– Acquirer to deposit in the escrow account in cash a sum of 50% of the
consideration payable under the public offer
– Cancel the MOU in case minimum acceptance condition is not met
– Disclosure in the Public Announcement
Transfer of 51%
stake in Indian listed
co to F co2
Consideration per share that would flow to Mr. A (500 + 150) Rs.650
Consideration per share that would flow to Mr. B Rs.525
What should A co and B do to ensure compliance with the Takeover Code? When
should these steps be taken?
Both A co and Mr. B will be required to make relevant disclosures.
Calculation to be based on the expanded capital presuming full conversion into shares.
Such disclosure shall be made at the time of conversion of such instruments into
shares carrying voting rights