The document discusses various aspects of SEBI Takeover Code regulations including key definitions, compliance requirements, disclosure obligations, thresholds, exemptions and pricing provisions. Some key highlights include: - Definitions of acquirer, shares, person acting in concert and what constitutes control. - Disclosure obligations for acquisitions above certain thresholds (5%, 15% etc.) and timelines to comply. - Exemptions available for inter-se transfers between qualifying persons subject to certain conditions. - Determination of open offer price based on highest negotiated price or volume weighted average price for frequently/infrequently traded shares. - Issues around interpretation of creeping acquisition limits and applicability of regulations.

1. An Analysis of SEBI Takeover Code

3. Regulation 3(3) Regulation 3(4) Regulation 3(5) Regulation 6 Regulation 7 Regulation 8 Regulation 10, 11 & 12 Regulation 20(4) & 20(5) Clause 40A of Listing Agreement Disclosures & Compliances Open Offer Provisions Pricing Provisions Minimum Public Shareholding Regulation 3 (1) Exemptions under Takeover Code Regulation 4 Takeover Panel Exemptions Key Regulations Definitions Regulation 2

13. Disclosures Requirements

14. Acquisition of more than 5%, 10%, 14%, 54% & 74% [Regulation 7 (1)] Persons, who are holding between 15% - 55%, acquisition/ sale aggregating 2% or more share capital/ voting rights [Regulation 7(1A)] Person holding more than 5% shares and Promoter or any person having control over the company.(Transitional Provisions) [Regulation 6] Thresholds Defined

15. Compliance Chart – Regulation 6 Regulation No. By whom To whom Time limit ( from date of notification ) 6(1) Any person holding More than 5% shares or voting rights Target Company within 2 months 6(2) Target Company All Stock Exchanges where shares are listed within 3 months 6(3) Promoter or any person having control over the company Target Company within 2 months 6(4) Target Company All Stock Exchanges where shares are listed within 3 months

16. Compliance Chart – Regulation 7 Regulation No. By whom To whom Time limit 7(1) Any person who acquires more than 5%, 10%, 14%, 54%, 74% Target Company & Stock Exchanges where shares are listed Within 2 Days of Acquisition 7 (1A) Any person who holds 15%-55% shares and purchases/sells 2% or more of shares Target Company & Stock Exchanges where shares are listed Within 2 Days of purchase/sale 7 (3) Target Company All Stock Exchanges where shares are listed Within 7 Days of receipt of information

17. Disclosures by Promoters or Person having control over a company [ Regulation 8 (2 )] Disclosure by Person holding more than 15% shares [ Regulation 8(1 )] Thresholds Defined Disclosures by Target Company [ Regulation 8 (3 )]

18. Compliance Chart – Regulation 8 Regulation No. By whom To whom When Time limit 8(1) Any person who holds more than 15% shares Company As on 31 st March 21 Days 8 (2) Promoters or person having control over a company Company As on 31 st March Record Date 21 Days 8 (3) Target Company Stock Exchange As on 31 st March Record Date 30 Days 8 (4) Maintenance of Register of Holdings

20. Query Whether dispatch of disclosures is sufficient to ensure compliance? No The proof of dispatch is not sufficient to prove compliance. The obligation is to ensure delivery to the stock exchange. Therefore, proof of delivery should be produced. Sudeep Chitlangia vs. AO

21. Thresholds Defined Disclosure by Promoters or Person forming part of promoter group about the shares pledged before notification [ Regulation 8A(1) ] Disclosures by Promoters or Person forming part of promoter group on pledge of share.[ Regulation 8A (2) ] Disclosures by Promoters or Person forming part of promoter group on invocation of pledge .[ Regulation 8A (3) ] Disclosures by Company when shares pledged exceeds 25000 or 1% of share capital .[ Regulation 8A (4) ]

22. Compliance Chart – Regulation 8A Regulation No. By whom To whom When (Event) Time limit 8A(1) Promoter or person forming part of the promoter group Company Details of shares pledged before notification Within 7 working Days of notification 8A (2) Promoter or person forming part of the promoter group Company On pledge of single shares Within 7 working days of pledge 8A(3) Promoter or person forming part of the promoter group Company On invocation of pledge Within 7 working days of invocation of pledge

23. Compliance Chart – Regulation 8A, Cont’d Regulation No. By whom To whom When Time limit 8A (4) Company Stock Exchange On receipt of information under regulation 8A (1), (2) and (3) if the total number of shares pledged during the quarter exceeds 25000 or 1% of the total paid up capital of the company Within 7 working days of receipt of information

24. Acquisition of 15% or more voting rights [Regulation 10] Persons, who are holding between 15% - 55%, acquisition more than 5% or more voting rights in a financial year.[Regulation 11(1)] Persons, who are holding between 55% - 75% , acquisition of any additional single share or voting right [Regulation 11(2)] Thresholds Defined Acquisition of Control or Change in Control with or without acquisition of shares [Regulation 12]

25. Compliance Chart – Regulation 10, 11& 12 Regulation No. By whom To whom When (Event) Time limit 10 Acquirer or by his PAC Shareholders of Target Company Acquisition of 15% or more voting rights Within 4 working Days of entering in to agreement for acquisition of share/voting rights 11(1) Acquirer or along with PAC holding equal or more than 15% but less than 55% of shares/ voting rights Shareholders of Target Company Acquisition of 5% or more shares or voting rights in Financial Year Within 4 working Days of entering in to agreement for acquisition of share/voting rights

26. Compliance Chart – Regulation 10, 11& 12 Regulation No. By whom To whom When (Event) Time limit 11(2) Acquirer or along with PAC holding equal or more than 55% but less than 75% of shares/ voting rights Shareholders of Target Company Acquisition of any additional single share or voting right Within 4 working Days of entering in to agreement for acquisition of share/voting rights 12 Acquirer or by his PAC Shareholders of Target Company Acquisition of control irrespective of with or without acquisition of shares Within 4 working Days of occurring the event

29. Amendment in Regulation 11 (2) w.e.f. October 31, 2008 Proviso to Regulation 11 (2) Extra limit of 5% is allowed to persons holding 55%-75% shares Routes Allowed Purchase through Open market Buy-back Routes Dis-allowed Bulk Deal Block Deal Off-market Preferential Allotment

36. Exemptions under Takeover Code

37. Key Exemptions

38. Exemptions Whether exemption is available from SEBI Takeover Code? No. Exemption is available only from the provisions of Regulation 10, 11 & 12. The provisions of regulation 7 are nevertheless required to be complie d.

39. Key Exemptions – Inter-se Exemption

40. Compliance Chart under Inter Se Transfer Particulars Inter se transfer among MRTP group Inter se transfer among relatives Inter se transfer among Qualifying promoters Inter se transfer between Acquirer and PACs Compliance with the regulation 6, 7 and 8 √ √ √ √ Advance Intimation under regulation 3(3) √ √ √ √ Report to SEBI under regulation 3(4) √ √ √ √ Pricing Norms i.e. Inter se transfer cannot be at a price exceeding 25% of the price determined under regulation 20(4) or 20(5). Χ Χ √ √ Prior holding of three years Χ Χ √ Χ

41. Query How the limit of 5% is calculated under regulation 3 (3) in case of acquisition of shares through fresh allotment? In case of acquisition of shares by way of fresh allotment, such percentage shall be calculating after taking the post-allotment capital as denominator

43. Query For claiming exemption on inter-se transfer, whether prior holding of 3 years is required by all transferors and transferees? No The collective holding of transferor and transferee is required, therefore if there are more than one transferors and transferees and one of them does not hold shares for 3 years, the transfer will be eligible for exemption. Pudumjee Agro Industries Limited

48. Payment of Non-Compete Consideration

49. Issue Involved

50. Issue involved …

51. What SEBI held …

53. Competitive Offer Competitive Offer to the shareholders of Orissa Sponge Iron and Steel Limited

54. Competitive Offer Competitive Offer to the shareholders of Great Offshore Limited

59. Practical Issues… Acquisition of shares but no increase in voting rights in terms of Voting Rights …

60. Thank You …