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MAR 17, 2017

SEBI simplified reporting requirements under Takeover Open Offer

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In terms of Regulation 16(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Acquirer shall through its Manager to the Offer file draft letter of offer along with certain annexures to SEBI. To revise the time period for which information is required to be filed with SEBI and in line with the provisions relating to maintenance of records under the Companies Act, 2013, SEBI has made an amendment to the list of documents required to be filed with SEBI. Pointwise amendments are as follows:

  1. The details of acquisition done by the Acquirer(s), PAC(s), Promoter(s), Promoter group(s) in the Target Company shall be disclosed for the financial year in which Public Announcement is made and for the period of last eight financial years preceding the financial year in which the public announcement is made. Also, in case any past open offer has been in last eight financial years then the above mentioned information shall be disclosed only after the expiry of that past open offer. Also, the formats for the same has been revised.
  2. The changes in capital structure of the Target Company be disclosed for the financial year in which Public Announcement is made and for the period of last eight financial years preceding the financial year in which the public announcement is made.
  3. Earlier the disclosure of compliance of Chapter II (1997 Regulations)/ Chapter V (2011 Regulations) was required to be made for Target Company, Seller(s), Promoter(s), Other Major Shareholder(s), Acquirer(s) and PAC(s) for last ten years prior to the date of Public Announcement. Now, SEBI has removed this requirement altogether as this of repetitive nature.

This amendment is done by SEBI to be in line with the provisions of Companies Act, 2013.

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