Professional Documents
Culture Documents
Initial threshold
limit for Creeping Indirect
triggering of an Acquisition Acquisition
open offer
Takeover Code 2011 – SH’ing Thresholds
Trigger Point ?
Divestment of the
Only Tender Offer – excess shares within 1
Disclosure – Year.
No tender
Creeping
Acquisitions Delisting U / T / De-
offer listing Reg’s
Takeover Code, 1997 - Shareholding Thresholds
Maximum
Regulation Permissible Non-
Regulation
11(2) & Public SH’ing
10
11(2)A
Agreement or Understanding
(2) Without prejudice to the generality of the foregoing - Persons
falling within the following categories shall be deemed to be PAC
with other persons Within the Same Category, Unless the
Contrary is Established,
(i) A Co. - Its Holding Co. - Subsidiary Co. & any Co. U/T same
management / control;
(ii) A Co., its directors & any person entrusted w/t management of
the Co.;
(iii) Directors of Co’s referred to in item (i) & (ii) of T/
S.Cl. & associates of such directors;
(iv) Promoters & members of the promoter group;
(v) Immediate relatives (IR) –
- Any spouse of a person & includes parent – brother - sister /
child of such person / of the spouse (R.2 (l)))
PAC Cont….
(viii) VCF & its sponsor, Trustees, Trustee Co. & AMC;
(viiia) An alternative investment fund & its sponsor,
Trustees, Trustee Co. & manager;
(x) Merchant Banker & its client, who is an acquirer
Promoter is a
An IR of the
Promoter
promoter body
corporate: C
o
n
t
…
Cont…
(iii) In case promoter is a body corporate:
R. 2 (g) – Disinvestment -
Means the direct / indirect sale by CG / any SG / by a
Govt. Co., as the case may be, of shares / VR’s in /
control over, a TC, which is a PSU;
Qualified Institutional Buyer” Reg. 2 (zd)
means
(i) a MF - VCF, Alternative Investment Fund & FVCI registered
with SEBI;
(ii) a FPI other than Category III FPI, registered with SEBI;
Regulations 28 to 31
Continual
disclosures
Disclosures
Event based in case of
disclosures encumbered
shares
Disclosures
Reg.Disclosure
Event of Acquisition
Disclosu& Disclosure
Disposal- Event
Time Based
Disclosures
re by to
29(1) Acquiring 5% Acquirer TC at its Within 2 working
& shares / VR’s RO days of receipt of
29(3) Every SE intimation of
where TC allotment of
is listed shares