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TMI BlogExemption application under Regulation 11 (1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011X X X X Extracts X X X X X X X X Extracts X X X X ..... lication with the Board, supported by a duly sworn affidavit, giving details of the proposed acquisition and the grounds on which the exemption has been sought. 2. In order to ensure uniformity of disclosures in such applications, it has been decided to provide a standard format for filing of application with SEBI. The instructions and details in this regard are given at Annexure - A. 3. This circular shall be applicable to all the applications that are filed with SEBI after the date of this circular. 4. This circular is issued in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992. 5. This circular is available on SEBI website at www.sebi.gov.in under the categ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ein. II. General Details 1. Date of the application: 2. Name, PAN and address of the acquirer(s) and PACs (including telephone number, email etc.) 3. If the applicant is a person other than the acquirer, then state name, address, telephone number, email etc., of the applicant and state whether letter of authority given by the acquirer and persons acting in concert, is enclosed. 4. State the details of the filing fees as specified in regulation 11(4) of the SAST Regulations. 5. State whether the acquirer/ PACs are part of the promoter/ promoter group. 6. If any application was filed under regulation 11(1) of SAST Regulations with SEBI in the past, give details including name of target company, pre and post acquisition shareholding, re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e target company for the immediately preceding financial year I. Net-worth - Rs………. II. Book value per equity share - Rs. III. Return on Net-worth % IV. Earnings per share - Rs. 6. Name of Stock Exchanges where shares of Target Company are listed / permitted to trade and the date of listing. 7. Indicate opening and closing prices of its shares as on a date prior to the date of the application. 8. Clarify whether the shares of the target company are frequently or infrequently traded in terms of regulation 2(j) of SAST Regulations, taking the date of application as the reference date. 9. Calculate and indicate the minimum offer price of the shares of the target company, in accordance with regulation 8 of SAST ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng exemption 9. Details of relevant precedence, if any Schedule Cases involving Trust as acquirer SEBI in the recent past has received a number of applications pertaining to transfer of shares from promoters to Trusts which were referred to the panel of experts (Takeover Panel) as per Regulation 11 (5) of SAST Regulations. Based on the recommendations of the Takeover Panel, SEBI had passed orders granting / not granting exemption to the applicants. In the recent past, grant of exemption were considered if the following conditions were met by the applicants, expressly in trust deed: i. The Trust is in substance, only a mirror image of the promoters' holdings and consequently, there is no change of ownership or control of the shares or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mation shall be furnished to the company which it shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; x. The Trust shall get its compliance status certified from an independent auditor annually and furnish the certificate to the Stock Exchanges for public disclosure with a copy endorsed to SEBI for its records. Further, exemptions were granted when the following conditions were complied: xi. The proposed acquisition is in accordance with the provisions of the Companies Act, 2013 and other applicable laws; xii. The transferors are disclosed as promoters in the shareholding p ..... X X X X Extracts X X X X X X X X Extracts X X X X
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