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RMB CircularNo. 2 (2002-2003)/SAST

Oct 18, 2002
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Circulars

PRIMARY MARKET DEPARTMENT

 

 

RMB Circular no. 2 (2002-03)/SAST

October 10, 2002

To the Registered Merchant Bankers

Sub: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 {Regulations} - Post offer public announcement and standard formats on the website.

   

     
  1. Post offer Public Announcement

  

  1. In order to ensure more dissemination of information to the shareholders about the post offer details, it has been decided that once the offer formalities have been completed in terms of the Regulations including payment of consideration to all the shareholders whose shares have been accepted, the Acquirer through the Merchant Banker shall make a public announcement in all the newspapers in which the original public announcement was made.

    2.  

  2. The said Public announcement shall contain the particulars as per Annexure A enclosed.

    3.  

  3. Simultaneously with publication of the public announcement in the newspapers, a soft and hard copy of the same shall be submitted to SEBI through the merchant banker. The soft copy shall be sent along with a duly filled in checklist as per the format given in Annexure I to the standard public announcement of the offer available on the SEBI website.

    4.  

  4. This will be applicable in respect of offers closing on or after the date of this circular.

    5.  

     
  1. Standard formats of public announcements/ draft letter of offer

 

  1.  
    1. Pursuant to the amendments made to the captioned Regulations as notified on September 9, 2002, certain modifications have been carried out in the formats of Public announcement and Letter of Offer in order to ensure more clarity /disclosures regarding the open offers.
    2. The modified formats are available on SEBI’s web site at www.sebi.gov.in.
    3. The Merchant Bankers are advised to follow the respective formats while making the public announcement/s and submission of draft letter of offer.
  1. Please acknowledge receipt and confirm compliance of the same.

Yours faithfully,

 

Neelam Bhardwaj

Division Chief

 

 

Annexure A

 

Contents of Post Offer Public Announcement

 

  1. Name of the Target Company :
     
  2. Name of Acquirer(s) :
     
  3. Name of Manager to the offer :
     
  4. Name of the Registrar to the offer, if any :
     
  5. Offer Details
  1.  
    1. Date of opening of the offer :
    2. Date of closure of the offer
  1. Details of the acquisition

S. No.

Item

Proposed in the Offer document

Actuals

1

Offer price

 

 

2

Share holding of acquirer ( No & %) before MOU/P.A.

 

 

3

Shares acquired by way of MOU or market purchases ( No & %)

 

 

4

Shares acquired in the open offer 

(No & %)

 

 

5

Size of the open offer ( No of shares multiplied by offer price per share) 

 

 

6

Shares acquired after P.A but before 7 working days prior to closure date, if any .( No & % )

6.1 Price of the shares acquired

6.2 No of shares acquired

6.3 % of shares acquired

N.A

 

7

Post offer share holding of acquirer (No & %) (2+3+4+6)

 

 

8

Pre & Post offer share holding of Public ( No & %)

Pre offer 

Post offer

Pre offer

Post offer 
           
  1. Status of the escrow account, whether released or not.
  2. Payment of interest, if any, to the shareholders along with the details thereof.
  3. Status of investor complaints received, if any.