PART - I

GENERAL DETAILS

Sr. No.

Item

I

Date of report

II

Name, address, Tel , fax nos and e-mail of Sender

III

Whether sender is acquirer

If No, whether the sender is duly authorised by acquirer to act on his behalf in this regard (enclose copy of such authorisation)

Yes/No.

IV

Compliance of Reg 3(4) & 3(5)

1. Whether report has been submitted to SEBI within 21 days from the date of acquisition � Reg 3(4)
2. Whether the report stated at (i) is accompanied with fees as required u/r 3(5)

Target company Details

Sr.No

Item

I

1. Name & address of Target Company (TC)
2. Tel and fax nos
3. Contact person
4. Yearwise profit/loss of the T.C for the last 3 completed financial years.
5. Nature of business and product of TC

II

Name of Stock Exchange(s) where shares of TC are listed

III

Opening & Closing price of shares of TC as on date of acquisition (indicate the name of stock exchange)

In case , no quotation was available on that particular date, give the last quoted price available alongwith date.

IV

Total Paid up capital of TC in terms of Number of shares/ voting rights (**)�

1. Before acquisition of shares/voting rights under consideration (No. and %)
2. After Acquisition of shares/voting rights under consideration (No. and %)

V

A)

B)

Shareholding pattern of the TC (**)

In case the acquirer is a promoter

PROMOTERS HOLDING

Acquirers

Sellers (in case of interse)

Others

(A) Total

NON-PROMOTERS HOLDING

Public

Financial Institutions

(B) Total

TOTAL (A+B)

In case acquirer is a non-promoter

Promoters

Acquirer

Public

Financial Institutions

TOTAL

Before acquisition

(one day prior to the date of acquisition)

After acquisition

One day after the date of acquisition

No

%

No

%

Acquirer�s Details

Unless otherwise stated Acquirer along with Persons acting in concert with him would be taken as "Acquirer" herein after.

Sr.No.

Item

Comments, if any.

I

1. Name, address, telephone, fax no., e-mail of Acquirer(s) {Regarding Persons acting in concert with the main acquirer, give only names of PAC}


Identify the main acquirer and he must be authorized by other PAC to file a report with SEBI.

Any further correspondence by SEBI regarding the acquisition will be done with the main Acquirer

 

 

2. State whether the acquirer is

1. An individual or a company
2. Indian or foreign origin
3. Promoter of TC

(Enclose copies of the letter authorising the main acquirer to file the report.)

II

In case, the acquirer is company ,

1. Identify its promoters or persons having control over the said company and the group they belong to.
2. Paid up capital of the acquirer company
3. Mention the status of the acquirer whether a listed or a unlisted company
4. If listed, indicate the stock exchanges where the acquirer company is listed
5. Name of contact person

III

Details of the secuirty acquired.

1. Type of security acquired (State whether equity shares/ PCD/ NCD/ FCD/ warrants /CCPSetc)
2. Features of the security allotted in terms of price, exchange rate, conversion period, and exchange ratio.

IV

A) Share holding of acquirer in target company ( in terms of no & % of shares of Target company)

1. Before the acquisition under consideration(one day prior)
2. After the acquisition under consideration (one day after)
3. One year prior to the date of acquisition

2. Indicate the total no of shares acquired by you in the TC within a period of 12 months from the date of acquisition including the current acquisition.

No

%

No

%

V

Mention the regulation (10, 11(1), 11(2) or 12) which would have been triggered off, had the report not been filed under Regulation 3(4). Explain by giving pre and post acquisition holding of shares/ voting rights/ control over the target company or by giving the % shares/ voting rights acquired.

VI

Indicate whether the acquirer had earlier filed any report/ documents to SEBI regarding any acquisition in the TC (Yes/ No)

If yes, give the following information

1. Type of document filed ( report u/r 3(4) or offer document/ application u/r 4
2. Date when filed
3. No and % of shares proposed to be acquired
4. No and % of shares actually acquired
5. Type of acquisition (Preferential/ inter-se/ public/ rights etc.)

Part -II

Sr. No.

Item

I

Date when Board resolution was passed for considering the preferential allotment (i.e. the Board resolution passed prior to the shareholders meeting u/s 81 (IA).

II

1. Whether copy of the above Board resolution was sent to all SEs where shares of Target company are listed, for being notified on the notice board � Reg 3(1)(c)(i)
2. Mention the date when it was submitted to SEs.

Yes/No.

III

Date when Shareholders meeting was held to pass a resolution u/s 81(1A) of the Companies Act to approve the preferential allotment.

If the resolution was not passed / passed with modifications, please indicate so giving details of modifications, if any.

IV

Pre issue holding of acquirer in target company (in terms of no. of shares & %)

V

Details of preferential allotment

A) PROPOSED

1. Total No & % of shares proposed to be allotted as per the Board resolution
2. No & % of shares proposed to be allotted to acquirer & PACs.

1. Total no and % of shares actually allotted.
2. Out of (1) above no. & % of shares allotted to the acquirers & PACs.

VI

Acquisition price per share

VII A

Disclosures given in the notice sent to shareholders (enclose a copy of the notice) for the above meeting: **

1. Identity of the class of proposed allottee (s)
2. Identity of allottee (s)
3. Price at which allotment is proposed.
4. Purpose of & Reason for such allotment
5. Consequential changes if any in

1. Board of Directors
2. Voting rights
3. Shareholding pattern

6. Whether such allotment would result in any change in control over the company

Indicate the disclosure given in the notice for the details asked for in terms of Reg 3(1)(c)(ii) along with the compliance status whether complied or not.

VII B

Whether SEBI�s preferential offer guidelines dated August 4, 1994 have been complied with respect (indicate Y/N)

1. Pricing of security
2. validity of the resolution
3. upfront payment for acquiring security

VIII

Date of allotment ****

IX

1. Whether information about the proposed acquisition was given to all SEs where the shares of Target company are listed atleast 4 working days in advance of the proposed acquisition � Reg.3(3)
2. Mention the date when it was submitted to Ses.

Yes/No.

Other requirements

1. A statement from Acquirer that details given in the report are true and correct.
2. The report shall be signed by the acquirer mentioning date & place. In case, there are more than one acquirer, the report shall be signed either by all the persons or by a person duly authorised to do so.
3. A certified true copy of the Notice of the General Meeting along with the explanatory statement called for the purpose of the preferential allotment with the relevant portion duly highlighted.
4. Documentary evidence in compliance with regulations 3(1)(c)(i) & 3(3).

I. Allottee Details:

1. Name of the Allottee(s) and its relation, if any, with the existing promoters or persons in control over the Target company (T.C). Names of Persons deemed to be acting in concert with the allottee ( all referred as " Acquirer" hereinafter) who will be holding more than 5% in T.C. shall also be disclosed.
2. In case, the allottee(s) is a company, identify its promoters or persons in control over the company and the group they belong to, if any.

1. No and % of shares proposed to be allotted pursuant to special resolution passed under section 81(1A) - preferential allotment.
2. No & % of shares proposed to be allotted to each of the allottee(s) mentioned at (I) above.

Note :

% to be calculated w.r.t expanded capital ( post acquisition capital)

3. Price at which allotment is proposed.

1. The actual price shall be mentioned in the notice alongwith the statement that the same is in accordance with SEBI preferential offer guidelines dated 4/8/94.
2. In case, a instrument convertible into shares (CIs) i.e FCDs / PCDs / OFCDs /warrants etc is proposed to be issued;

1. mention the price at which the CIs is issued
2. mention the price at which the CIs would be converted into equity shares.
3. Disclose features of the instrument. ( Conversion pd , conversion price, redemption pd etc.)
4. Terms of payment

{ In case, the issuer wants to fix the relevant date, 30 days prior to the date on which CI holder becomes entitled to apply for the said shares, this intention shall be disclosed clearly. In this regard, please refer to SEBI preferential offer guidelines dated 4/8/94}

4. Purpose of and Reason of the said allotment
5. Consequential changes, if any , in Board of directors

A specific statement indicating the no of directors out of the total no of directors, proposed to be inducted in Board of Directors(BOD) of Target Company (T.C) after preferential allotment, shall be given. In case , no change in BOD is envisaged, a specific statement to that effect shall be incorporated

6. Consequential changes, if any, in the share holding pattern of the Target company

1. Promoter group

1. Acquirer(s)
2. Others
3. Total for promoter group

2. Acquirer(s)
3. MFs/FIIs/FIs
4. Public

-------------------------------------------------------
Total paid up equity capital of Target company
-----------------------------------------------------------
Note:

1. Give share holding under 1(a) or (2) as the case may be, for each acquirer having 5% or more in the post acquisition capital, separately.
2. In case, convertible instruments (CIs) are proposed to be allotted, the post acquisition capital shall take in to account the "post conversion capital."
3. In case, there are any outstanding CIs besides the one which are proposed to be allotted, they shall also be taken in to account for determining the post acquisition capital.
4. Acquirer�s holding should also take in to account any outstanding CIs, in their name.

Pre allotment

Post allotment

7. Consequential changes, if any, in Voting rights

1. Promoter group

1. Acquirer(s)
2. Others
3. Total for promoter group

2. Acquirer(s)
3. MFs/FIIs/FIs
4. Public

A specific statement that voting rights would change in tandem with share holding pattern shall be mentioned, if that is so. Otherwise a suitable categorical statement shall be made.

4. Whether the said allotment would result in change in control over the company

Note :