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| Sr. No. | Item | Factual Detail and comments if any |
| I | Date of report | |
| II | Name & address of Sender | |
| III | Whether sender is acquirer
If No, whether the person 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)
|
|
| Target company Details | ||
| Sr.No | Item | Factual Detail and comments if any |
| I |
|
Mention which of (i), (ii) or (iii) is relevant Three years means "At least three (3) audited accounts shall be available comprising not less than thirty six (36) months for determining the profit or loss" |
| 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 (**)–
|
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| 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
No. & % (one day prior to the date of acquisition) |
After acquisition
No. & % one day after the date of acquisition
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** 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.
| Acquirers’
Details
Please note : Unless otherwise stated Acquirer along with Persons acting in concert with him would be taken as "Acquirer" herein after. | ||||||
| Sr.No. | Item |
| ||||
| I |
|
(Enclose copies of the letter authorising the main acquirer to file the report.) | ||||
| II | In case, the acquirer
is company ,
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| III | Details of the secuirty
acquired.
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| IV | A) Share holding of
acquirer in target company ( in terms of no & % of shares of Target
company)
|
Before acquisition
No. & % (one day prior to the date of acquisition) |
After
acquisition
No. & % one day after the date of acquisition
| |||
| 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 has earlier filed any report/ documents to SEBI regarding any
acquisition in the TC (Yes/ No)
If yes, give the following information
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| Category of the Acquisition/ Transaction | ||||||
| Sr.No. | Item |
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| I | Specify the sub regulation / sub clause under Regulation 3, to which the transaction falls . | |||||
PART - II
| Form A
For transaction falling under Regulation 3(1)(a) - Allotment pursuant to an application made to a public issue. | ||
| Sr. No. |
|
Factual informa-tion / disclosure
given and Comments on compliance of Regulatory requirements.
Write " Complied with/ not complied with" if applicable. |
| I | Date of allotment | |
| II | Acquisition price per share | |
| III | No & percentage of shares of T.C are acquired | |
| IV | In case, the acquisition is by
way of application made in public issue
|
|
| V | In case, the acquisition is by
way of firm allotment in the public issue
|
Reproduce the relevant portion from the Prospectus against each disclosure. |
Other
requirements
| ||
| Supporting
Document
A copy of the prospectus with the relevant portion duly highlighted, should be sent alongwith the report. | ||
| Form
B
For transaction falling under Regulation 3(1)(b) - Allotment in pursuant to an application made in rights issue | ||
| Sr. No. | Item | Factual information/
disclosure given and Comments on compliance of Regulatory
requirements.
Write " Complied with/ not complied with" if applicable |
| I | Date of allotment (acquisition) | |
| II | Acquisition price per share | |
| III | Details of rights issue -
a) No of shares issued b) Ratio |
|
| IV | Pre issue holding of acquirer in target company ( in terms of no. of shares & %) | |
| V | Extent of rights entitlement of acquirers( No & %) ( % w.r.t no of shares issued in rights issue) | |
| VI | No and % of shares acquired in rights issue | |
| V II | Whether (VI) is to the extent of rights entitlement of acquirer specified at (V) above. | Yes/No |
| VIII | If (VII) is NO, indicate No & % of shares acquired over and above the rights entitlement | |
| IX | Whether the no & % of shares mentioned at (VIII) is within the limits specified in Regulation 11 | Yes/No |
| X | In (IX) is NO, disclose the
following:
|
Explain how the said acquirer is stated to be in control over the company. Reproduce the relevant disclosure from the letter of offer. |
| XI | Has there been any change in control of management of the company pursuant to this acquisition. | Yes/NO with reasons. |
Other requirements
|
| Supporting Document:
A copy of the Letter of offer with the relevant portion highlighted, should be sent alongwith the report. |
| Form C
For transaction falling under Regulation 3(1)(c) - Preferential allotment in Pursuant to a resolution passed under section 81(1A) of the Companies Act 1956. | ||
| Sr. No. | Item | Factual information/ disclosure
given and Comments on compliance of Regulatory requirements.
Write " Complied with/ not complied with" if applicable) |
| 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 |
|
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
B) ACTUAL
|
|
| 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: ****
|
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)
|
|
| VIII | Date of allotment ** | |
| IX |
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Yes/No.
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Other
requirements
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Supporting
Document:
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**** The disclosures to be given in the notice in accordance
with regulation 3(1)(c)(ii), shall be as per the format given at Annexure
I.
| Form D
For transaction falling under Regulation 3(1)(e) - Inter-se transfer of shares Please write NOT APPLICABLE for the sub - clause which is not applicable in your case. | ||||
| Sr. No. | Item | Factual information/
disclosure given and
Comments on compliance of Regulatory requirements. Write "Complied with/ not complied with" if applicable) | ||
| 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 falls | 3(1)(e)(i)/
3(1)(e)(ii)/ 3(1)(e)(iii) | ||
| V | In case, the transaction belongs
to sub clause (i)
|
Pre One day prior to date of Acquisitio No % |
Post One day after date of acquisition No % | |
| VI | In case, the transaction belongs
to sub clause (ii)
|
Pre One day prior to date of Acquisition No % |
Post One day after date of acquisition No % | |
| VII | In case the transaction falls
under sub clause (iii)(a) & (b)
|
Pre One day prior to date of No % |
Post One day after date of acquisition No % | |
| VIII |
|
Yes/No | ||
| IX |
|
Yes/No | ||
Other requirements
|
3) * - The Transferor and transferees must confirm, individually, as per Table A and the TC must confirm compliance as per Table B
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| Sl. No. (1) |
Reg # of captioned
regulations (2) |
Due Date as mentioned in the
reg. (3) |
Actual date of of compliance (4) |
Delay, if any (in
no. of days) Col 4 - Col 3 (5) |
Remarks (6) |
| 1 | 6(1) | 20.4.1997 | |||
| 2 | 6(3) | 20.4.1997 | |||
| 3 | 7(1) | ||||
| 4 | 7(2) | ||||
| 5 | 8(1) | ||||
| 6 | 8(2) | ||||
For 8(1)&(2) mention separately for all years w.e.f. 21.4.1997
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| Sl. No. (1) |
Reg # of captioned
regulations (2) |
Due Date as mentioned in the
regulations (3) |
Actual date of of compliance (4) |
Delay, if any (in no.
of days) Col 4 - Col 3 (5) |
Remarks (6) |
| 1 | 6(2) | ||||
| 2 | 6(4) | ||||
| 3 | 7(3) | ||||
| 4 | 8(3) | ||||
For 8(3) mention separately for all yrs w.e.f. 30.4.1997
Supporting Documents:
|
| Form E
For transaction falling under Regulation 3(1)(i) - Transfer of shares of Target company from State Level Financial Institutions (SLFIs) or its subsidiaries to Co-promoters of the Target company . | ||
| Sr. No. | Item | Factual information/ disclosure
given and Comments on compliance of Regulatory requirements, if
any.
Write " Complied with/ not complied with" if applicable |
| I | Date of Transfer | |
| II | Acquisition price per share | |
| III |
|
|
| IV | If the transfer is pursuant to an
agreement, mention
|
Reproduce the relevant portion from the agreement. |
| V | Whether acquirer is promoter or co-promoter as per definition given in Reg 2(h) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Cite the relevant section. | |
| VI |
|
Yes/No. |
Other
requirements
| ||
| Supporting
Document
A copy of the relevant portion of agreement duly highlighted , should be sent alongwith the report. | ||
Annexure I.
The disclosures which are required to be given in the notice of the
General Meeting (called for the purpose of consideration of the preferential
allotment) in accordance with Regulation 3(1)(c)(ii) of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997, shall be as per the
following format:
I. Allottee
Details:
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II. Acquisition
Details
% to be calculated w.r.t expanded capital ( post acquisition capital)
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 |
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Total paid up equity capital of Target company ----------------------------------------------------------- Note:
|
Pre allotment
In terms of shares No %
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in terms of shares No %
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