1. An Overview ofNew Takeover Regulations SEBI (SAST) Regulations, 2011

2. ON TARGETAgenda Need of SEBI Takeover Regulations Highlights of SEBI Takeover Regulations, 2011 Key Definitions Initial Threshold and Creeping Acquisition Open Offer and its Related Concepts New Exemptions Introduced New Disclosure Limits 3. Need of SEBI Takeover RegulationsAnnouncement of Policy of Globalisation Opportunity for Overseas Investors Change in India Capital Market Scenario Need for some regulations to protect the interest of Investors1994 Enactment of SEBI (SAST) Regulations, 1994 1997 Enactment of SEBI (SAST) Regulations, 19972011 Enactment of SEBI (SAST) Regulations, 2011 4. ON TARGET Highlights of New Takeover Regulations Introduction of New Definitions. Increase in Initial Threshold Limit from 15% to 25%. Scope of Creeping Acquisition bracket widened from 15%-55% to 25%-75%: Open Offer Trigger Point based on Individual Holding. Increase in Offer Size from 20% to 26%. Non-compete fees or control premium to be added to the offer price. Detailed provisions for Voluntary Open Offer and Indirect Acquisition. Recommendation on the Open Offer by the Board of Target Company made mandatory. Redecoration of Exemptions Modification in Disclosure Limits 5. KEY DEFINITIONS 6. ON TARGETNEW DEFINITIONS INTRODUCEDAcquisitionEnterprise ValueVolume Weighted Average PriceVolume Weighted Average Market PriceWeighted Average Number Of Total Shares 7. ON TARGET ACQUISITION means Directly ORIndirectlyORAgreeing toAcquiring AcquireShares OR Voting Rights OR ControlTarget Company 8. ON TARGETENTERPRISE VALUEmeans value calculatedas Market Capitalization of a Company MinorityPreferredDebt Interest sharesCashTotal CashEquivalents 9. ON TARGETVOLUME WEIGHTED AVERAGE MARKET PRICEVolume weighted average market price means the productof the number of equity shares traded on a stock exchange andthe price of each equity share divided by the total number ofequity shares traded on the stock exchange; Number of shares traded on the Stock Exchange on a particular day: X Market Price: YX1*Y1+X2*Y2+X3*Y3 Volume weighted Average Market Price = X1+X2+X3.. 10. ON TARGET VOLUME WEIGHTED AVERAGE PRICEVolume weighted average price means theproduct of the number of equity shares bought andprice of each such equity share divided by the totalnumber of equity shares bought;Number of shares bought on a particular day: AMarket Price: B A1*B1+A2*B2+A3*B3Volume weighted Average Price = A1+A2+A3.. 11. ON TARGETWEIGHTED AVERAGE NUMBER OF TOTAL SHARESWeighted average number of total shares means thenumber of shares at the beginning of a period, adjusted forshares cancelled, bought back or issued during the aforesaidperiod, multiplied by a time-weighing factor; 12. ON TARGETDEFINITIONS MODIFIEDControlFrequently Traded SharesIdentified Date Shares 13. ON TARGET CONTROLDirector or officer of target company shall not be considered to be in controlover target company merely by virtue of holding such position 14. ON TARGETQUERY Meaning of Term Negative Control and the applicability of SEBI Takeover Regulations on the same? Exemption Rejected in the matter of acquisition of shares of Daikaffil Chemicals India Limited (Order dated 14.02.2007)Acquirer Proposes to acquire 25.10% voting rights through PreferentialAllotment.Increase in shareholding from Nil to 25.10%.Exemption Rejected as the acquirer will acquire Negative Control over theCompany. 15. ON TARGETFREQUENTLY TRADED SHARES2011 Regulations Trading Turnover Trading of 5%Turnover of 10%1997 Regulations 16. ON TARGETIDENTIFIED DATESPECIFIED DATE IDENTIFIED DATE Not later than Falling on 30th day 10th working day from PA. prior to the tenderingperiod. 17. ON TARGETSHARESThe scope of definition has been Broadened.Inclusion of Depository Receipts within the ambit of term shares.Holder of the depository receipts is treated at par with the one whoacquired the Equity Shares carrying voting rights. 18. INITIAL THRESHOLD AND CREEPING ACQUISITION 19. ON TARGET INITIAL THRESHOLD SEBI Takeover SEBI TakeoverRegulations, 1997 Regulations, 2011 15% 25% 20. ON TARGET CREEPING ACQUISITION ZONE REDEIFINED SEBI TakeoverSEBI TakeoverRegulations, 1997Regulations, 2011 15%-55% 25%-75%Creeping Acquisition5% in each FY 21. ON TARGET KEY POINTSNo Netting off Allowed *Individual shareholding to beconsidered for Open Offer*This is also provided in SEBI clarification dated August 6, 2009 22. ON TARGETKEY POINTS Incremental voting rights in case of fresh issue to be considered Suryajyoti Spinning Mills Ltd (InformalGuidance-02.04.2009)Bhumika Trading Pvt. Ltd. (Informal Guidance-28.01.2008)Adhunik Metaliks Ltd. (Informal Guidance-09.04.2008) Shares acquired during 1/4/2011 to 22/10/2011 will also be taken in toaccount for the purpose of determining the creeping acquisition limit. 23. ON TARGET KEY POINTSCan the acquisitions, resulting from any agreement attracting theobligation to make an open offer, be completed by way oftransactions settled on Stock exchange such as bulk/block deals?No.Since the same would result in completion of the triggering acquisition before the expiry of the offer period and would be against the provisions of regulation 22(1). 24. OPEN OFFER AND ITS RELATED CONCEPTS 25. ON TARGETCHANGE IN CONTROL Through Through Shareholder Shareholder ApprovalApproval SEBI (SAST) SEBI (SAST)Regulations, 201Regulations, 199 1 7 26. ON TARGET QUERYWhat is the impact of withdrawal of alternative for the change in control by shareholder approval? 27. ON TARGETMINIMUM OFFER SIZESEBI (SAST)SEBI (SAST)Regulations, 1997Regulations, 2011 Mandatory Offer 20% 26%Voluntary Offer 10% 28. ON TARGET OFFER PRICESeparate Criterias in case of Direct and Indirect AcquisitionVolume-weighted average market price instead of the simpleaverage60 trading days average instead of 26 weeks or 2 weeks 29. ON TARGETVOLUNTARY OPEN OFFER Prior holding of atleast 25% or more shares;Eligibility No acquisition during the preceding 52 weeks without attracting the obligation to make a public announcement. The aggregate shareholding not exceeds theConditionmaximum permissible non-public shareholding. No further acquisition of shares for a period of six months after completion of the open offerRestrictionexcept by way of another voluntary open offer or competing offer. 30. ON TARGET CAN PERSON HOLDING