Formats under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011(Regulations) - SEBI - CIR/CFD/POLICYCELL/11/2013

CIRCULAR CIR/CFD/POLICYCELL/11/2013 October 21, 2013 To All Recognised Stock Exchanges All Registered Merchant Bankers Dear Sir/Madam, Sub: Formats under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011(Regulations). 1. The formats for the reports/disclosures to be filed under the Regulations have been prescribed by SEBI vide circular No SEBI/CFD/DCR/SAST/ 1/2011/09/23 dated September 23, 2011 and SEBI/CFD/DCR/SAST/ 2/2011/10/20 dated October 20, 2011. 2. In order to ensure that adequate disclosures are made to help investors in taking an informed decision, it has been decided to modify the formats for disclosures under regulation 29 (1), 29 (2) and 31 of the Regulations. 3. The formats for disclosures under regulation 29 (1), 29 (2), 31(1)/(2) of the Regulations are placed as Annexure-1, Annexure-2 and Annexure-3 respectively. 4. 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 . 5. This Circular shall come into force with immediate effect. Yours faithfully, Amit Tandon Deputy General Manager +91-22-26449373 [email protected] ANNEXURE - 1 Format for Disclosures under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Part-A- Details of the Acquisition Name of the Target Company (TC) Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer Whether the acquirer belongs to Promoter/Promoter group Name(s) of the Stock Exchange(s) where the shares of TC are Listed Details of the acquisition as follows 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 acquirer along with PACs of: a) Shares carrying voting rights b) Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others) c) Voting rights (VR) otherwise than by equity shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) e) Total (a+b+c+d) 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 category) acquired d) Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others) e) Total (a+b+c+/-d) After the acquisition, holding of acquirer along with PACs 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 d) Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others) e) Total (a+b+c+d) Mode of acquisition (e.g. open market / public issue / rights issue / preferential allotment / inter-se transfer/encumbrance, etc.) Salient features of the securities acquired including time till redemption, ratio at which it can be converted into equity shares, etc. 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. Equity share capital / total voting capital of the TC before the said acquisition Equity share capital/ total voting capital of the TC after the said acquisition Total diluted share/voting capital of the TC after the said acquisition Part-B*** Name of the Target Company: Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer Whether the acquirer belongs to Promoter/ Promoter group PAN of the acquirer and/ or PACs Signature of the acquirer / Authorised Signatory Place: Date: Note: (*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the listing Agreement. (**) 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. (***) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated. ANNEXURE 2 Format for disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Name of the Target Company (TC) Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer Whether the acquirer belongs to Promoter/Promoter group Name(s) of the Stock Exchange(s) where the shares of TC are Listed Details of the acquisition / disposal as follows 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) Shares in the nature of encumbrance (pledge/ lien/non-disposal undertaking/ others) c) Voting rights (VR) otherwise than by shares d) 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) e) Total (a+b+c+d) 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 d) Shares encumbered / invoked/released by the acquirer e) Total (a+b+c+/-d) After the acquisition/sale, holding of: a) Shares carrying voting rights b) Shares encumbered with the acquirer c) VRs otherwise than by shares d) 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 e) Total (a+b+c+d) Mode of acquisition / sale (e.g. open market / off-market / public issue / rights issue / preferential allotment / inter-se transfer etc). Date of acquisition / sale of shares / VR or date of receipt of intimation of allotment of shares, whichever is applicable Equity share capital / total voting capital of the TC before the said acquisition / sale Equity share capital/ total voting capital of the TC after the said acquisition / sale Total diluted share/voting capital of the TC after the said acquisition (*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the listing Agreement. (**) 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: