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Untitled Document
CIRCULAR
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”.
SEBI/CFD/DCR/SAST/ 2/2011/10/20
Neelam Bhardwaj
General Manager
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) |
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| 2. Name(s) of the acquirer and
Persons Acting in Concert
(PAC) with the acquirer |
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| 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) |
|
|
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| 6. Mode of acquisition (e.g.
open market / public issue /
rights issue /preferential
allotment / inter-se transfer,
etc.) |
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| 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 |
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| 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 |
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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 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/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 T C (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. |
|
|
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| Total (a+b+c) |
|
|
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| 6. Mode of acquisition / sale (e.g. open
market / off-market / public issue /
rights issue / preferential allotment /
inter-se transfer etc). |
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| 7. Date of acquisition / sale of shares /
VR or date of receipt of intimation of
allotment of shares, whichever is
applicable |
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| 8. Equity share capital / total voting
capital of the TC before the said
acquisition / sale |
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| 9. Equity share capital/ total voting
capital of the TC after the said
acquisition / sale |
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| 10. Total diluted share/voting capital of
the TC after the said acquisition/sale. |
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(*) 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:
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