Regulation 16 - Contents of the public announcement of offer. - Securities And Exchange Board of India(Substantial Acquisition of Shares And Takeovers) Regulations, 1997

Contents of the public announcement of offer. 16. The public announcement referred to in regulations 10 or 11 or 12 shall contain the following particulars, namely:- (i) the paid-up share capital of the target company, the number of fully paid-up and partly paid-up shares; (ii) the total number and percentage of shares proposed to be acquired from the public, subject to a minimum as specified in sub-regulation (1) of regulation 21; (iii) the minimum offer price for each fully paid-up or partly paid-up share; (iv) mode of payment of consideration; (v) the identity of the acquirer(s) and in case the acquirer is a company or companies, the identity of the promoters and, or the persons having control over such company(ies) and the group, if any, to which the company(ies) belong; (vi) the existing holding, if any, of the acquirer in the shares of the target company, including holdings of persons acting in concert with him; 1 [(via)the existing shareholding, if any, of the merchant banker in the target company;] (vii) the salient features of the agreement, if any, such as the date, the name of the seller, the price at which the shares are being acquired, the manner of payment of the consideration and the number and percentage of shares in respect of which the acquirer has entered into the agreement to acquire the shares or the consideration, monetary or otherwise, for the acquisition of control over the target company, as the case may be; (viii) the highest and the average price paid by the acquirer or persons acting in concert with him for acquisition, if any, of shares of the target company made by him during the twelve months period prior to the date of public announcement; (ix) the object and purpose of the acquisition of the shares and future plans, if any, of the acquirer for the target company, including disclosures whether the acquirer proposes to dispose of or otherwise encumber any assets of the target company in the succeeding two years except in the ordinary course of business of the target company: Provided that where the future plans are set out, the public announcement shall also set out how the acquirers propose to implement such future plans: 2 [Provided further that the acquirer shall not sell, dispose of or otherwise encumber any substantial asset of the target company except with the prior approval of the shareholders; (ixa) an undertaking that the acquirer shall not sell, dispose of or otherwise encumber any substantial asset of the target company except with the prior approval of the shareholders;] (x) the specified date as mentioned in regulation 19; (xi) the date by which individual letters of offer would be posted to each of the shareholders; (xii) the date of opening and closure of the offer and the manner in which and the date by which the acceptance or rejection of the offer would be communicated to the shareholders; (xiii) the date by which the payment of consideration would be made for the shares in respect of which the offer has been accepted; (xiv) disclosure to the effect that firm arrangement for financial resources required to implement the offer is already in place, including details regarding the sources of the funds whether domestic, i.e., from banks, financial institutions or otherwise or foreign, i.e., from Non-Resident Indians or otherwise; (xv) provision for acceptance of the offer by person(s) who own the shares but are not the registered holders of such shares; (xvi) statutory approvals, if any, required to be obtained for the purpose of acquiring the shares under the Companies Act, 1956 (1 of 1956), the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969), the Foreign Exchange Regulation Act, 1973 (46 of 1973), and/or any other applicable laws; (xvii) approvals of banks or financial institutions required, if any; (xviii) whether the offer is subject to a minimum level of acceptances from the shareholders; and (xix) such other information as is essential for the shareholders to make an informed decision in regard to the offer. ----------------- Notes: 1. Inserted by SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2004, w.e.f. 3-9-2004. 2. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002.