FORMAT OF DUE DILIGENCE CERTIFICATE
Securities And Exchange Board Of India
1st floor, Mittal Court
Nariman Point, Mumbai 400 021.
Sub.: OPEN OFFER TO ACQUIRE UP TO (NO & % OF SHARES)
OF . (TARGET COMPANY (T.C)) BY ............. (ACQUIRER ALONGWITH PERSONS
ACTING IN CONCERT WITH HIM) AT A PRICE OF RS. ......... PER FULLY PAID
UP SHARES AND AT A PRICE OF RS........ PER PARTLY PAID UP SHARES ( IF APPLICABLE)
The (Acquirer) vide its letter dated ........... has appointed us, as the
Merchant Banker to the captioned offer, in terms of Regulation 13 of the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
and subsequent amendments thereof.
The Public announcement (P.A.) for the captioned offer in terms of Regulation
15 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 ( referred as "Takeover Regulations" hereinafter) was made by us,
on behalf of acquirers, on.....
In this regard, we, the Merchant Banker, have examined various relevant
documents and confirm that ;
the acquirer is able to implement the offer
the escrow account in terms of regulations 28 was created on or before
Acquirer has authorised us to realize the value of escrow account in terms
of Takeover Regulations .
Firm financial arrangements are in place to fulfill the obligation under
Contents of P.A as well as Letter Of Offer (LOO) are true , fair and adequate
and are based on " reliable" sources.
We also confirm that -
we are a Merchant Banker holding a certificate of registration granted
by SEBI and till date our registration is valid.
we are not associate of or group of the acquirer or the Target company;
the P.A and the draft LOO forwarded to SEBI is in conformity with Takeovers
Regulations and the disclosures made in P.A and also in draft LOO/ final
LOO are true, fair and adequate to enable the investors to make a well
all the intermediaries named in the P.A/ LOO are registered with SEBI and
till date such registration is valid.
As a Merchant Banker, it shall be our duty to ensure compliance with the
Takeover Regulations and any other laws or rules as may be applicable,
in this regard.
Annexed herewith, also find the information furnished in accordance with
SEBI circular RMB (GI Series) No. 2 (97-98).
Manager to the offer
with his/ their seal.