STANDARD FORMAT OF APPLICATION UNDER REGUALTION 4 OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997

Note

1. The Application should be made by the acquirer either himself or with any persons acting in concert with acquirer (PACs)(hereinafter referred as "acquirer"). If it is made by a person other than the acquirer, the letter of authority granted by the acquirer, must be attached with the application. Letters of authority from each of the persons acting in concert must be attached with the application.  The authority for appearance for personal hearing with SEBI Chairman, if required, may also be obtained and attached.
    
2. The application must be supported by a duly sworn affidavit of the applicant confirming that the details stated in the application are true and correct.

3. If the acquirer is a body corporate, a true copy of the resolution of its Board of Directors or the Governing Body authorizing making of the application and sanctioning the investment in acquisition of shares / voting rights under reference, must be attached with the application.
    
4. The application should be complete in all respects and only complete application would be processed.
    
5. Six copies of the complete application (including enclosures) should be submitted.
    
6. All the information given in the application should be as of the date of application unless otherwise specified herein.

1. GENERAL DETAILS

1. Date of the application.
    
2. Name and address of the acquirer(s) and PACs (including telephone number, fax, email etc.)
    
3. If the applicant is a person other than the acquirer, then state name, address, etc., of the applicant and its relationship with the acquirer and also state whether letter of authority given by the acquirer and persons acting in concert, is enclosed.
    
4. State the details of the filing fees paid in respect of the application.
    
5. State the identity of the acquirer (including group, if any, to which it belongs).
    
6. If the acquirer is a body corporate, state the following

                     i.            Whether true copy of the resolution authorizing the signatory and sanctioning the investment in acquisition of shares / voting rights under reference, is enclosed.

                   ii.            Brief history of acquirer company (including, inter-alia, date of incorporation, public / private / joint sector, areas of business, date of initial public offer, offer price etc.)

                  iii.            Total paid up share capital

                 iv.            Networth

                   v.            Whether it is a listed company, if so, the names of the Stock Exchanges where it is listed.

                 vi.            Furnish a copy of the latest annual reports.

7. State the sources of funds out of which the proposed acquisition will be financed.

8. If the acquirer already holds shares in the target company give the following particulars :

                     i.            The type and number of shares held and the percentage thereof to the total capital of the target company.
 

                   ii.            Whether disclosure in respect of these shares already held in the target company has been made as required under Chapter II. The details in this regard may be given as per the format enclosed.

9.      If any Application was filed under regulation 4 of the captioned regulations  with SEBI in the past,  give details including name of target company, pre and post acquisition shareholding, regulation triggered, exemption granted or not, conditions for exemption granted, if any, whether the said conditions were fulfilled etc.

10.  If any report was filed under regulation 3(4) of the captioned regulations with SEBI in the past, give details including name of target company, pre and post acquisition shareholding, sub-regulation of regulation 3 under which the acquisition was made,  whether the report was taken on record by SEBI etc.

11.  If any open offer was made in terms of the Regulations in the past, give details including name of target company, pre and post acquisition shareholding and whether offer formalities were completed.

12.  If any adjudication proceedings were initiated against the acquirers in the past by SEBI under the SEBI Act, 1992, give details of the outcome, including  the penalty, if any,  imposed by the adjudicating officer and whether the same was paid. 

13.  If any other action was taken by SEBI or any other authority in the past, give details thereof.

II.      DETAILS OF THE TARGET COMPANY

1. Name and address of the target company (include phone, fax, email etc )
    
2. Brief history of the target company stating inter alia, date of incorporation, place of registered office public sector / joint sector, main business activity, date of initial public offer, offer price etc.)
    
3. Details of Board of Directors stating the total number of directors, their names and status namely whether Executive Director, Promoter Director, Nominee Director and Independent director
    
4. Details of share capital of the target company.

                     i.      No. of equity shares issued / subscribed and paid up and face value of each equity share.

                   ii.      No. of preference shares issued, subscribed and paid up and face value of each preference share.

                  iii.      Whether all equity shares have uniform voting rights, if not, then the details of voting rights attached to equity shares.

                 iv.      Total paid up Equity Share Capital (number of shares x face value), showing separately, calls in arrears, if any.

                   v.      Total paid up Preference share Capital (number of shares x face value), showing separately calls in arrears, if any.

 5. State the following financial parameters of the target company for the immediately preceding financial year

                     i.            Networth Rs……….

                   ii.            Book value per equity share - Rs.

                  iii.            Return on Networth %

                 iv.            Earnings per share Rs.

Enclose a copy of the latest Balance Sheet / Annual Report of the company.

6. Name of Stock Exchanges where shares of Target company are listed / permitted to trade.
    
7. Indicate opening and closing prices of its shares as on a date prior to the date of the application.

8.  Clarify whether the shares of the target company are frequently or infrequently traded in terms of Explanation (i) to Reg. 20 (5) of the captioned Regulations, taking the date of application as the reference date.

9.      Calculate and indicate the minimum offer price of the shares of the target company, in accordance with Regulation 20 (taking date of application as the reference date) considering all the parameters laid down under Regulation/s 20(4) or 20(5), as may be applicable (depending upon the frequency status of the shares of the target company).

10.  Any open offer made under the Regulations in the past to the shareholders of the target company.  If yes, give details of the acquirer, duration of offer, pre and post offer holding of acquirers.

III.   DETAILS OF THE PROPOSED ACQUISITION

1. Whether it is acquisition of control of the target company, if so, the manner and relevant details of such acquisition of control inter- alia details like nature of approvals required for such acquisition , status of such approvals whether obtained or not etc.
    
2. Whether it is acquisition of shares / voting rights, if so the manner and mode of acquisition i.e. by purchase or otherwise. Enclose relevant documents like the copy of the Board Resolution for allotment of shares.
    
3. Total equity  share capital / voting rights of the target company before and after the proposed acquisition.

4. Number and details of shares of the target company proposed to be acquired and the voting rights attached thereto.
    
5. Percentage of Equity shares / voting rights proposed to be acquired, to the total subscribed and paid up share capital/total voting rights of the target company. The total paid up capital after the proposed acquisition, in case of change, if any, may be used as the denominator.
    
6. Acquisition price to be paid per share of the shares proposed to be acquired.
    
7. Names and address of parties from whom the above shares are proposed to be acquired.
    
8. Shareholding pattern of the target company before and after the proposed acquisition in the following format.

4. DETAILS OF THE EXEMPTION SOUGHT
    
1. Nature and details of the exemption sought (including reference to the relevant regulation from which exemption is sought viz 10,11(1),11(2) or 12)
2. Grounds for seeking such exemption .
    

V.            OTHER DETAILS , IF ANY

Any other material information, which the applicant may like to furnish , having a bearing on the subject matter including any litigation.
 
 

Name
 

Place

Date

Documents to be enclosed, as may be applicable

1.      Letter of Authority [Point I.3]

2.      Certified copy of Resolution [Point I.6(i)]

3.      Demand Draft for Rs. 1,00,000/- [Point I.4]

4.      Copy of Annual Report of Acquirer [Point I.6(vi)]

5.      Copy of Annual Report of Target Company [Point II.5]

6.      Affidavit [Regulation 4(2)]