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| PR No.300/2009 |
SEBI
Board Meeting
The Board met today and took the following decisions:
(I) Amendments to Listing
Agreement/ ICDR Regulations
(a)
Compliance with applicable Accounting
Standards
A listed company undergoing corporate
restructuring (merger, demerger or amalgamation)
under a scheme of arrangement shall submit an auditors’ certificate to the stock exchange to the effect that the
accounting treatment followed in respect of financials contained in the scheme
is in compliance with all the applicable accounting standards. This requirement
will be prescribed through amendments to listing agreement.
An unlisted
company undergoing similar corporate restructuring and proposing to make an IPO
shall make disclosures in the DRHP in terms of AS 14. This will be mandated
through the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2009.
(b) Facilities for issue of Indian Depository Receipts
The Board decided to extend the
facility of anchor investors to issue of IDRs on
similar terms as applicable to public issues made by domestic companies.
It also decided that at least 30% of issue size of the IDRs be reserved for allocation to retail
individual investors, who may otherwise be crowded out.
(II)
Amendments to SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations (Takeover Regulations)
(a) Applicability
of open offer obligations in case of GDRs/ ADRs etc.
In tune with market
developments, the Board decided to amend the Takeover Regulations to provide
that where the ADR/ GDR holders are entitled to exercise voting rights on the
shares underlying GDRs / ADRs
by virtue of clauses in the depositary agreement or otherwise, open offer
obligations shall be triggered upon crossing the threshold limits set out under
Chapter III of the Regulations.
(b) Disclosure
of sale/ purchase by acquirer under Regulation 7 (1A)
Regulation 7 (1A) of the Takeover
Regulations requires disclosures on (+ /-) 2% acquisition / divestment by the
acquirers holding shares / voting rights between 15-55%. The Board decided to
extend such disclosure requirements to acquirers holding shares / voting rights
between 15-75%.
(c)
Amendment for bringing clarity to Regulation
11(1) of Takeover Regulations
Regulation 11(1) would be amended to clarify
that under Regulation 11 (1), the creeping acquisition of 5% would be available
subject to the condition that post-acquisition, the shareholding / voting
rights of the acquirer together with persons acting in concert with him, shall
not increase beyond 55%. However, such acquisition up to 55% under Regulation
11(1) shall not be a bar on further acquisition up to 5% as envisaged under the
second proviso to Regulation 11 (2).
Mumbai