New Delhi, December 22, 2017

In order to ensure uniformity of disclosures in applications, Sebi today issued a standard format for companies to file for such request under the ‘takeover’ norms with the markets regulator.

Under the standard format of application under SAST (Substantial Acquisition of Shares and Takeovers) norms, the applicants need to provide details of the target company along with the proposed acquisition. The applicants need to disclose about PAN, address of the acquirer (s) as well as PACs and whether the acquirer/ PACs are part of the promoter group. “If any application was filed under… SAST Regulations with Sebi in the past, give details including name of target company, pre and post acquisition shareholding, regulation triggered, exemption granted or not, conditions for exemption granted, if any, whether the said conditions were fulfilled, etc,” the regulator said adding that details of any pending proceedings before it should also be disclosed. The application need to have information about target company, details of board of directors stating the total number of directors, their names and status and details of share capital of the target company.

Besides, information pertaining to total equity share capital or voting rights of the target company before and after the proposed acquisition, net-worth, return on networth, book value per equity share and earnings per share also need to stated. “Indicate opening and closing prices of its (target company) shares as on a date prior to the date of the application…Calculate and indicate the minimum offer price of the shares of the target company…Clarify whether the shares of the target company are frequently or infrequently traded in terms of SAST Regulations taking the date of application as the reference,” Sebi said. With regards to details of the proposed acquisition, the regulator said that the application need to have information about the number and percentage of equity shares or voting rights that are proposed to be acquired. Further, names, PAN and address of the entities from whom the shares are proposed to be acquired, date(s) since the entities from whom the shares are proposed to be acquired have been disclosed as promoters in the shareholding pattern filed with the stock exchanges should also be disclosed.
With respect to cases involving Trust as acquirer, Sebi said that trust will have to give an undertaking with its application. Besides, the regulator said that the Takeover Panel and Sebi will continue to scrutinise exemption application based on certain conditions.

[The Financial Express]