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This is an archive article published on September 24, 2011

Sebi notifies takeover norms; open offer trigger at 25

The threshold for mandatory open offer to minority shareholders has been upped to 25 per cent and the acquirer will need to make an offer.

The threshold for mandatory open offer to minority shareholders has been upped to 25 per cent and the acquirer will need to make an offer for at least an additional 26 per cent of the equity of the company,according to the new takeover code. Earlier,the trigger for making an open offer to small shareholders was 15 per cent with the buyer offering to buy at least 20 per cent of the outstanding equity. The new norm exempts inter se transfers of shares among promoters from making an open offer.

The substantial acquisitions of shares and takeovers 2011,notified on Friday by Sebi stipulates that open offer for acquiring shares,to be made by the acquirer shall be for at least 26 per cent of the total shares of the target firm.

The new norms also does away with the non-compete fee. The notification states the price paid for shares of the target company shall include any price paid to gain control. On competing offers,the new code says that any person,other than the acquirer who has announced an open offer,shall be entitled to make a competing open offer within 15 working days of the date of the detailed public statement made by the original acquirer.

The competing offer has to be for a number of shares which when taken together with shares held by the rival acquirer,shall be at least equal to the holding of the original acquirer,including the number of shares proposed to be acquired by him under the offer and any underlying agreement for the sale of shares of the target company.

 

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