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2.4 FOR TRANSACTIONS FALLING UNDER REGULATION 3(1)(e) – ACQUISITION THROUGH INTER-SE TRANSFER OF SHARES.

PLEASE WRITE NOT APPLICABLE FOR THE SUB - CLAUSE THAT IS NOT APPLICABLE IN YOUR CASE.
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
%

** In case, there are any outstanding Convertible Instruments (CIs) besides the one which are proposed to be allotted, they shall also be taken in to account for determining the post acquisition capital and the same shall be indicated separately.

Acquirer’s holding should also take in to account any outstanding CIs, in their name.
 
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} 

    2.  

     

    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
B) 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. 		< color="#FF0000">Before acquisition

(one day prior to the date of acquisition)

 < color="#FF0000">After acquisition

one day after the date of 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.) 
  

 
< size=+0>Part - II
Sr. No. Item  
I Date of Inter se transfer (acquisition)  
II Acquisition price per share  
III No & % of shares transferred (acquired)  
IV Specify the sub clause of Reg 3(1)(e) to which the said transaction belongs  3(1)(e)(i)/ 

3(1)(e)(ii)/ 

3(1)(e)(iii)(a)/ 

3(1)(e)(iii)(b)/

3(1)(e)( iv)
V In case, the transaction belongs to sub clause (i) 
  1. Give names of transferors and transferees.
  2. Indicate by citing the relevant section of MRTP Act 1969 as to how transferor and transferee can be classified as Group within the definition of group as defined in MRTP Act 1969. 
  3. Whether persons constituting such Group have been shown as a group in the last published Annual Report of the Target Company. (Furnish a copy of the Annual Report.)
  4. Give Pre and post acquisition shareholding of transferees individually and collectively.
  5. Give Pre and post acquisition shareholding of transferors individually and collectively.

    6.  

     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

  
Pre

One day prior to date of 

acquisition

 Post

One day after date of acquisition
No.
%
No.
%
VI In case, the transaction belongs to sub clause (ii) 
  • Give names of transferors and transferees 
  • Indicate by citing the relevant sub section of section 6 and also the relation, as to how the transferor and transferee can be classified as relatives within the meaning of Section 6 of the Companies Act 1956. 
  • Give Pre and post acquisition shareholding of transferees individually and collectively.
  • Give Pre and post acquisition shareholding of transferors individually and collectively.


    •  
     
     
     
     
     
     
     
     
     
     
     
     

    Pre

    One day prior to date of 

    acquisition
     
     
     
     
     
     
     
     

    Post

    One day after date of acquisition 
    No
    %
    No
    %
    VII In case the transaction belongs to sub clause (iii)(a) & (b) 
    1. Explain as to how the transferor and transferee can be termed as promoters (cite relevant sub clause of Regulation 2(1)(h) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations1997)(Provide documentary evidence) 
    2. Whether transferee(s) and transferor(s) belong to the same/one Promoter group, if so, furnish documentary evidence.)
    1. Give Pre and post acquisition shareholding of transferees individually and collectively (and not the whole promoter group)
    2. Give Pre and post acquisition shareholding of transferors individually and collectively.(and not the whole promoter group) 
    1. Furnish a statement confirming the following: 
    1. Whether the transferor(s) have been holding shares in target company for a period of atleast three years prior to the date of acquisition.
    2. Whether the transferee(s) have been holding shares in target company for a period of atleast three years prior to the date of acquisition.
    1. Name of the transferee(s) (Acquirers) and their shareholding/ voting rights in Target company for the last three years prior to the date of acquisition.
    2. Name of the transferor(s) and their shareholding/ voting rights in Target company for the last three years prior to the date of acquisition. 
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

    Pre

    One day prior to date of 

    acquisition
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

    Post

    One day after date of acquisition
    No
     
     
     
     
     
     

     
    %
    No

     
    %
       
     
     
     
     
     
     
     
     

     
    < face="Arial">VIII In the transaction belongs to under sub clause (iv)
    1. Date of opening/ closing of the last public offer made by the acquirer(s) and the persons acting in concert with him. 
    2. Give Pre and post offer shareholding of transferees individually and collectively
    3. Give Pre and post offer shareholding of transferors individually and collectively.
    4. Confirm whether the transfer of shares has taken place three years after the date of closure of aforesaid public offer made by them. 
    5. Name of the transferee(s) (Acquirers) and their shareholding/ voting rights in target company for the last three years prior to the date of acquisition.
    6. Name of the transferor(s) and their shareholding/ voting rights in Target company for the last three years prior to the date of acquisition. 
    7. Forward copy of the Public Announcement made post offer.
     
     

    Pre offer shareholding

    No. %

     
     
     
     
     

    Post offer shareholding

    No. %
    < face="Arial">IX If the exemption is claimed under sub-clause (iii) or (iv),
    1. Clarify whether the shares of the target company are frequently or infrequently traded in terms of Explanation (i) to Regulation 20(5) of the Regulations, taking the date of acquisition as the reference date. 
    2. Calculate and indicate the offer price of the shares of the target company, in accordance with Regulation 20 (taking date of acquisition as the reference date) considering all the parameters under Regulation/s 20(4) and/or 20(5), as may be applicable (depending upon the frequency status of the shares of the target company.) 
    3. Confirm whether the inter se transfer of shares (i.e. the said acquisition) is at a price exceeding 25% of the price as determined in terms of sub regulations (4) and (5) of Regulation 20. 
    .    		  
    X
    1. * Whether the transferee(s) have filed the declarations with the Target company in accordance with Chapter II of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. 
    2. * Whether the transferor(s) have filed the declarations with the Target company in accordance with Chapter II of the SEBI (SAST) Regulations, 1997. 
    * Confirm compliance as per tables given below.
     
     
     
     

     

    		 Yes/ No
     
     
     
     
     
     
     
     
     
     
     
     

    Yes/ No
    XI
    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 information was given 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. Documentary evidence in compliance with Regulation 3(3). 

    * - STATUS OF COMPLIANCE IN TERMS OF CHAPTER II- REFER POINT X OF PART -II

    1. By the transferees (as may be applicable)
      2. Sl. No. Regulation/ Sub- regulation Due Date for compliance as mentioned in the regulation Actual date of of compliance  Delay, if any (in No. of days) Col. 4- Col. 3 Remarks
      1
      2
      3
      4
      5
      6
      1
      6(1)
      20.04.1997
             		     
      2
      6(3)
      20.04.1997
             		     
      3
      8(1)
      21.04.1998
             		     
      4
      8(2)
      21.04.1998
             		     
      5
      8(1)
      21.04.1999
             		     
      6
      8(2)
      21.04.1999
             		     
      7
      8(1)
      21.04.2000
             		     
      8
      8(2)
      21.04.2000
             		     
      9
      8(1)
      21.04.2001
             		     
      10
      8(2)
      21.04.2001
             		     
      11
      8(1)
      21.04.2002
             		     
      12
      8(2)
      21.04.2002
             		     
      13
      7(1) & (2)
             		       
      14
      7(1A) & (2)
             		       
    2. By the transferors (as may be applicable)
    Sl. No. Regulation/ Sub- regulation Due Date for compliance as mentioned in the regulation Actual date of of compliance  Delay, if any (in No. of days) Col. 4- Col. 3 Remarks
    1
    2
    3
    4
    5
    6
    1
    6(1)
    20.04.1997
         		     
    2
    6(3)
    20.04.1997
         		     
    3
    8(1)
    21.04.1998
         		     
    4
    8(2)
    21.04.1998
         		     
    5
    8(1)
    21.04.1999
         		     
    6
    8(2)
    21.04.1999
         		     
    7
    8(1)
    21.04.2000
         		     
    8
    8(2)
    21.04.2000
         		     
    9
    8(1)
    21.04.2001
         		     
    10
    8(2)
    21.04.2001
         		     
    11
    8(1)
    21.04.2002
         		     
    12
    8(2)
    21.04.2002
         		     
    13
    7(1) & (2)
         		       
    14
    7(1A) & (2)
         		       

    Note: If a particular Regulation is ‘Not Applicable’, specify reasons

    In case the transaction belongs to under sub clause (iv)

    1. Date of opening/ closing of the last public offer made by the acquirer(s) and the persons acting in concert with him.
    2. Give Pre and post offer shareholding for each of the transferees.
    3. Give Pre and post offer shareholding for each of the transferors.

      4.  
    4. Confirm whether the transfer of shares has taken place three years after the date of closure of aforesaid public offer made by them.
    5. Name of the transferee(s) (Acquirers) and their shareholding/ voting rights in Target company for the last three years prior to the date of acquisition.
    6. Name of the transferor(s) and their shareholding/ voting rights in Target company for the last three years prior to the date of acquisition.
    7. Forward copy of the Public Announcement made post offer.