One Day Punjab State Conference “Corporate Opportunities ... · “Corporate Growth –Creating...

One Day Punjab State Conference“Corporate Growth – Creating Opportunities through

Professional Value Addition”

CAPITAL MARKET & RECENT DEVELOPMENTS

– RECENT TAKEOVER CODE, ICDR REGULATIONS ETC

Presented By:

CS Rachna SayalAVP (IB) & Head (IA)

Almondz Global Securities Limited, New DelhiNovember 5th, 2011

Capital Market & Recent Developments – Recent Takeover Code, ICDR Regulations etc 2

DISCLAIMERDISCLAIMER

This presentation has been prepared by ALMONDZ GLOBAL SECURITIES LIMITED

(“AGSL” or “the Company”) solely for providing information on “Capital Market &

Recent Developments – Recent Takeover Code, ICDR Regulations etc”.

The information contained in this presentation is meant for private circulation only

and any unauthorized use of this information is prohibited and AGSL Directors or any

of its officers shall not be responsible for the same.

Any person should not rely or act on the content of this presentation and the same

should be independently verified from the relevant Circulars / Regulations issued by

the SEBI from time to time and the Reports, if any, mentioned herein.

The information contained in this presentation is only current as of its date. The

Company may alter, modify or otherwise change in any manner the content of this

presentation, without obligation to notify any person of such revision or changes.

3

CONTENTS

Capital Market & Recent Developments – Recent Takeover Code, ICDR Regulations etc

THE NEW TAKEOVER CODE – SEBI (SAST) REGULATIONS, 2011 ‐HIGHLIGHTSTHE NEW TAKEOVER CODE – SEBI (SAST) REGULATIONS, 2011 ‐HIGHLIGHTS

THE SEBI (SAST) REGULATIONS, 1997, TRAC REPORT & SEBI (SAST) REGULATIONS, 2011 – A COMPARISONTHE SEBI (SAST) REGULATIONS, 1997, TRAC REPORT & SEBI (SAST) REGULATIONS, 2011 – A COMPARISON

SEBI (SAST) REGULATIONS, 2011 – KEY PROVISIONSSEBI (SAST) REGULATIONS, 2011 – KEY PROVISIONS

ICDR REGULATIONS –RECENT DEVELOPMENTSICDR REGULATIONS –RECENT DEVELOPMENTS

THE NEW TAKEOVER CODE ‐BACKGROUNDTHE NEW TAKEOVER CODE ‐BACKGROUND

THE TAKEOVER CODE & ICDR REGULATIONSTHE TAKEOVER CODE & ICDR REGULATIONS


THE NEW TAKEOVER CODE ‐BACKGROUNDTHE NEW TAKEOVER CODE ‐BACKGROUND


THE NEW TAKEOVER CODE ‐ SEBI (SAST) REGULATIONS, 2011 ‐HIGHLIGHTSTHE NEW TAKEOVER CODE ‐ SEBI (SAST) REGULATIONS, 2011 ‐HIGHLIGHTS


THE SEBI (SAST) REGULATIONS, 1997, TRAC REPORT & SEBI (SAST) REGULATIONS, 2011 – A COMPARISON

THE SEBI (SAST) REGULATIONS, 1997, TRAC REPORT & SEBI (SAST) REGULATIONS, 2011 – A COMPARISON



FEW KEY DEFINITIONS – RELEVANT REGULATION 2FEW KEY DEFINITIONS – RELEVANT REGULATION 2

Subject Matter SEBI (SAST) Regulation, 1997 SEBI (SAST) Regulation, 2011Definition ‐Acquirer

“Acquirer” means any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights in the target company, or acquires or agrees to acquire control over the target company, either by himself or with any person acting in concert with the acquirer;

“Acquirer” means any person who, directly or indirectly, acquires or agrees to acquire whether by himself, or through, or with persons acting in concert with him, shares or voting rights in, or control over a targetCompany

Definition ‐Acquisition

‐ “Acquisition” means, directly or indirectly, acquiring or agreeing to acquire shares or voting rights in, or control over, a target company

Definition ‐Promoter

“Promoter”means—a)any person who is in control of the target company;b)any person named as promoter in any offer document of the target company or any shareholding pattern filed by the target company with the stock exchanges pursuant to the Listing Agreement, whichever is later; and includes any person belonging to the promoter group as mentioned in Explanation I :Provided that a director or officer of the target company or any other person shall not be a promoter, if he is acting as such merely in his professional capacity.

“Promoter” has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and includes a member of the promoter group;




Subject Matter

SEBI (SAST) Regulation, 1997 SEBI (SAST) Regulation, 2011

Definition ‐Control

“Control” shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in anyother manner.Explanation: i. Where there are two or more persons in control over the target company, the cesser of any one of such persons from such control shall not be deemed to be a change in control of management nor shall any change in the nature and quantum of control amongst them constitute change in control of management:Provided that the transfer from joint control to sole control iseffected in accordance with clause (e) of sub‐regulation (1) of regulation 3. If consequent upon change in control of the targetcompany in accordance with regulation 3, the control acquired isequal to or less than the control exercised by person(s) prior to such acquisition of control, such control shall not be deemed to be achange in control;

“Control” includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner:Provided that a director or officer of a target company shall not be considered to be in control over such target company, merely by virtue of holding such position;




Subject Matter SEBI (SAST) Regulation, 1997

SEBI (SAST) Regulation, 2011

Definition ‐ Enterprise Value

‐ “Enterprise value” means the value calculated as market capitalization of a company plus debt, minority interest and preferred shares, minus total cash and cash equivalents

Definition ‐ Frequently Traded Shares

‐ “Frequently traded shares” means shares of a target company, in which the traded turnover on any stock exchange during the twelve calendar months preceding the calendar month in which the public announcement is made, is at least ten per cent of the total number of shares of such class of the target company:Provided that where the share capital of a particular class of shares of the target company is not identical throughout such period, the weighted average number of total shares of such class of the target company shall represent the total number of shares

Definition – Identified Date

Specified Date – Date not later than 30th day from the date of PA –Regulation 19

“Identified date” means the date falling on the tenth working day prior to the commencement of the tendering period, for the purposes of determining the shareholders to whom the letter of offer shall be sent

Definition –Immediate Relative

‐ “Immediate relative” means any spouse of a person, and includes parent, brother, sister or child of such person or of the spouse

Definition – Manager to the Open offer

‐ “Manager to the open offer” means a merchant banker referred to in regulation 12




Subject Matter SEBI (SAST) Regulation, 1997

SEBI (SAST) Regulation, 2011

Definition –Tendering Period

‐ “Tendering period” means the period within which shareholders may tender their shares in acceptance of an open offer to acquire shares made under these regulations;

Definition – Shares “Shares” means shares in the share capital of a company carrying voting rights and includes any security which would entitle the holder to receive shares with voting rights but shall not include preference shares;

“Shares” means shares in the equity share capital of a target company carrying voting rights, and includes any security which entitles the holder thereof to exercise voting rights;Explanation.— For the purpose of this clause shares will include all depository receipts carrying an entitlement to exercise voting rights in the target company;

Definition ‐ Volume Weighted Average Market Price

‐ “Volume weighted average market price” means the product of the number of equity shares traded on a stock exchange and the price of each equity share divided by the total number of equity shares traded on the stock exchange

Definition ‐ Volume Weighted Average Price

‐ “Volume weighted average price” means the product of the number of equity shares bought and price of each such equity share divided by the total number of equity shares bought

Definition ‐ Weighted Average no. of total shares

‐ “Weighted average number of total shares”means the number of shares at the beginning of a period, adjusted for shares cancelled, bought back or issued during the aforesaid period, multiplied by a time‐weighing factor



OPEN OFFER – REGULATION 3 OPEN OFFER – REGULATION 3

0% 25% 75%90% 100%

Trigger Point for Open Offer

<=5% creeping acquisition permitted without open offer Delisting of SecuritiesIncrease in Initial Threshold

Limit from 15% to 25%

Increase in Creeping Acquisition Limit from 15%‐

55% to 25% ‐75%

Netting off not permissibleDifference between pre and post allotment % voting rights to be regarded as the quantum of additional acquisition in case of fresh issues by target companyIndividual Acquirer shareholding to be considered for determining Open Offer Trigger Threshold

Netting off not permissibleDifference between pre and post allotment % voting rights to be regarded as the quantum of additional acquisition in case of fresh issues by target companyIndividual Acquirer shareholding to be considered for determining Open Offer Trigger Threshold



VOLUNTARY OPEN OFFER – REGULATION 6VOLUNTARY OPEN OFFER – REGULATION 6



OFFER SIZE – REGULATION 7OFFER SIZE – REGULATION 7

Offer Size increased to 26% of the total shares of the target company

Acquirer to bring down the non‐public shareholding to the level specified and

within the time permitted under SCRA, 1957 in cases where in on completion of

Open Offer the shareholding exceeds the maximum permissible non‐public

shareholding

No voluntary delisting of securities allowed unless a period of 12 months have

elapsed from the date of completion of Offer period where acquirer shareholding

exceeds the maximum permissible non‐public shareholding



OFFER PRICE – RELEVANT REGULATIONS 2, 5 and 8OFFER PRICE – RELEVANT REGULATIONS 2, 5 and 8

Offer Price for an Open Offer under Regulation 3, 4 and 5 (DIRECT & INDIRECT ACQUISITION) {wherein parameters of Regulation 5 (2) are met} shall be the highest of:

Highest Negotiated Price per share of the Target Company under a Share Purchase Agreement


The volume –weighted average price paid or payable for acquisitions whether by the acquirer or by any PAC during the 52 weeks immediately preceding the date of PA

The volume –weighted average price paid or payable for acquisitions whether by the acquirer or by any PAC during the 52 weeks immediately preceding the date of PA

The highest price paid or payable for any acquisition whether by the Acquirer or PAC during the 26 weeks immediately preceding the date of PA

The highest price paid or payable for any acquisition whether by the Acquirer or PAC during the 26 weeks immediately preceding the date of PA

The volume weighted average market priceof such shares for a period of 60 trading days immediately preceding the date of PA as traded on the Stock Exchange where the maximum volume of trading in the shares of the Target Company are recorded during such period, provided the shares are frequently traded.

The volume weighted average market priceof such shares for a period of 60 trading days immediately preceding the date of PA as traded on the Stock Exchange where the maximum volume of trading in the shares of the Target Company are recorded during such period, provided the shares are frequently traded.

In case of infrequently traded shares – price determined by the acquirer and the manager to the Open Offer taking into a/c parameters such as BV, comparable trading multiples etc

In case of infrequently traded shares – price determined by the acquirer and the manager to the Open Offer taking into a/c parameters such as BV, comparable trading multiples etc

Per share value computed under sub‐regulation (5), if applicable




OFFER PRICE – RELEVANT REGULATIONS 2, 5 and 8OFFER PRICE – RELEVANT REGULATIONS 2, 5 and 8

Offer Price for an Open Offer under Regulation 3, 4 and 5 (INDIRECT ACQUISTION){wherein parameters of Regulation 5 (2) are not met} shall be the highest of:



The volume –weighted average price paid or payable for acquisitions whether by the acquirer or by any PAC during the 52 weeks immediately preceding the earlier of the date on which primary acquisition is contracted and the date on which the intention or the decision to make the primary acquisition is announced in the public domain.

The volume –weighted average price paid or payable for acquisitions whether by the acquirer or by any PAC during the 52 weeks immediately preceding the earlier of the date on which primary acquisition is contracted and the date on which the intention or the decision to make the primary acquisition is announced in the public domain.

The highest price paid or payable for any acquisition whether by the Acquirer or PAC during the 26 weeks immediately preceding the earlier of the date on which primary acquisition is contracted and the date on which the intention or the decision to make the primary acquisition is announced in the public domain

The highest price paid or payable for any acquisition whether by the Acquirer or PAC during the 26 weeks immediately preceding the earlier of the date on which primary acquisition is contracted and the date on which the intention or the decision to make the primary acquisition is announced in the public domain

The highest price paid or payable for any acquisition whether by the Acquirer or PAC between the earlier of the date on which primary acquisition is contracted and the date on which the intention or the decision to make the primary acquisition is announced in the public domain and the date of the PA of the open offer for shares of the Target Company.

The highest price paid or payable for any acquisition whether by the Acquirer or PAC between the earlier of the date on which primary acquisition is contracted and the date on which the intention or the decision to make the primary acquisition is announced in the public domain and the date of the PA of the open offer for shares of the Target Company.

The volume weighted average market price of such shares for a period of 60 trading days immediately preceding the date on which primary acquisition is contracted and the date on which the intention or the decision to make the primary acquisition is announced in the public domain. as traded on the Stock Exchange where the maximum volume of trading in the shares of the Target Company are recorded during such period, provided the shares are frequently traded.

The volume weighted average market price of such shares for a period of 60 trading days immediately preceding the date on which primary acquisition is contracted and the date on which the intention or the decision to make the primary acquisition is announced in the public domain. as traded on the Stock Exchange where the maximum volume of trading in the shares of the Target Company are recorded during such period, provided the shares are frequently traded.





OTHER RELEVANT REGULATIONSOTHER RELEVANT REGULATIONS

Abolition of Non‐compete Fees

Indirect Acquisitions

New Provisions ‐ Increase in shareholding beyond the maximum permissible non‐public

shareholding due to Open Offer

Exemptions from Open Offer – Provisions Modified

Disclosures – Event based & Continual ‐Modified

Revision of Fees

Consequent Amendments in Listing Agreements etc

New Formats for PA, LOO, Disclosures and Exemptions etc introduced


SEBI (ICDR) REGULATIONS, 2009 – RECENT DEVELOPMENTSSEBI (ICDR) REGULATIONS, 2009 – RECENT DEVELOPMENTS

Date Details

23‐Sep‐2011Securities and Exchange Board of India (Issue Of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011

29‐Apr‐ 2011 SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2011

12‐Nov‐ 2010Notification of the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010

13‐Apr‐ 2010Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)(Third Amendment) Regulations, 2010

08‐Jan‐ 2010Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment)Regulations, 2010

01‐Jan‐ 2010Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Amendment Regulations, 2010

11‐Dec‐2009Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009

26‐Aug‐2009Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

http://www.sebi.gov.in/cms/sebi_data/commondocs/icdrsecondamend_p.pdf


http://www.sebi.gov.in/cms/sebi_data/commondocs/icdrnotification_p.pdf

http://www.sebi.gov.in/cms/sebi_data/commondocs/issuenotification_p.pdf


http://www.sebi.gov.in/cms/sebi_data/commondocs/icdrthirdamendapr2010_p.pdf


http://www.sebi.gov.in/cms/sebi_data/commondocs/icdrsecondamendreg08_p.pdf


http://www.sebi.gov.in/cms/sebi_data/commondocs/icdramendreg01_p.pdf


http://www.sebi.gov.in/cms/sebi_data/commondocs/icdramendreg _p.pdf

http://www.sebi.gov.in/cms/sebi_data/commondocs/icdramendreg _p.pdf

http://www.sebi.gov.in/cms/sebi_data/commondocs/sebiidcrreg_p.pdf

http://www.sebi.gov.in/cms/sebi_data/commondocs/sebiidcrreg_p.pdf



Date Details Amendment ‐ Highlights

01‐Jan‐2010

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Amendment Regulations, 2010

Regulation 58 (5) substituted ‐ The issuer shall provide the facility of ASBA in all public issues and rights issues, where not more than one payment option is given

08‐Jan‐2010

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment)Regulations, 2010

1. For the alternate method of book building in terms of Part D of Schedule XI, the issuer may offer specified securities to its employees at a price lower than the floor price with difference between the floor price and offer price to employees not to be more than ten per cent of the floor price.

2. The issuer may mention the floor price in the RHP or if the floor price is not mentioned in the RHP, the issuer shall announce thefloor price at least one working day before opening of the bid in all the newspapers in which the pre‐issue advertisement was released.

3. QIBs shall bid at any price above the floor price4. Allotment shall be on price priority basis for QIBs5. Allotment to retail individual investors, non‐institutional investors

and employees of the issuer shall be made proportionately6. Retail individual investors, non‐institutional investors and

employees shall be allotted specified securities at the floor price












13‐Apr‐2010

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)(Third Amendment) Regulations, 2010

1. Definition of Employee modified2. Amendment to Fast Track Issue provision to bring in clarity w.r.t Show Cause

Notices, Proceedings etc issued / initiated / pending against the Issuer.3. Conditions of IPO – Outstanding convertible securities as on the date of

registering the prospectus with the ROC4. Preferential Issue – Regulation 70 – Lock In provisions w.r.t Rehabilitation

scheme approved by BIFR5. IDR – 30% of the IDRs beng offered in the public issue available for allocation to

Retail Individual Investors6. Fee revision w.r.t rights issue7. Chapter XA w.r.t Issuance of Securities by SME introduced

12‐Nov‐2010

Notification of the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010

1. Postal Life Insurance Fund and Rural Postal Life Insurance Fund would now be recognized as QIB.

2. Monetary limit on bid / application money has been increased from Rs. 100,000 to Rs. 200,000 for “retail individual investor” – in case of new listing and that for “retail individual shareholder”

3. Issuer shall either on the date of filing the Draft Offer Document with SEBI or on the next day, make a public announcement in the newspapers that it has filed Draft Offer Document with SEBI and invite public to give their comments to SEBI in respect of disclosures made in Draft Offer Document .

4. SEBI has extended the exemption from making arrangements for the monitoring of the use of proceeds of the issue by the monitoring agency to an offer for sale or an issue of securities made by an insurance company.




















12‐Nov‐2010

Notification of the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010

5. No Issuer company can make an IPO if it has any outstanding convertible securities or other rights which entitles any person with an option to receive equity shares. Conversion has to be done on or before the date of filing of RHP (in case of book‐built issues) or the Prospectus (in case of fixed price issues)

6. Issuer shall give only one payment option out of the following to all the investors – a) part payment on application with balance money to be paid in calls (after taking necessary regulatory approvals); or b) full payment on application.

7. Merchant banker shall submit a compliance certificate in the prescribed format for the period between the date of filing the Draft Offer Document with SEBI and the date of closure of the issue, in respect of news reports appearing in any of the following media: a) newspapers; b) major business magazines; c) print and electronic media controlled by a media group where the media group has a private treaty / shareholders’ agreement with the issuer or promoters of the issuer.

8. It is clarified that promoter and promoter group will not be eligible for allotment of specified securities under preferential issue if any person belonging to promoter or promoter group has sold the equity shares of the issuer company during 6 months preceding the relevant date.

9. In relation to insurance companies: a) Exemption from appointment of monitoring agency for issue size above Rs. 5 billion; b) Disclosure of disclaimer clause of Insurance Regulatory and Development Authority [IRDA] in the offer documents.












29‐Apr‐2011

SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2011

Reduction in time between issue closure and listing to 12 working days.Indicative timeline schedule provided for various activities in the issue process for Non‐ASBA and ASBA along with details of data fields for bidding software which are modifiable / non‐modiifable after the closure of issue.

23‐Sep‐2011

Securities and Exchange Board of India (Issue Of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011

1. Regulation 13 (2) – At least 50% of the net offer to public proposed to be compulsorily allotted to QIB cannot be underwritten. Provision relating to 10% minimum dilution of the paid up share capital to the public under Rule 19(2)(b) of the SCRR, 1957 deleted

2. Requirement for the Issuer Company to hold not more than 50% of the net tangible assets in monetary assets deleted

3. Both standalone and consolidated track record of distributable profits required for at least 3 out of immediately preceding 5 years

4. Issuer Company to have net profits on a consolidated basis for at least 1 year during the period for which consolidated a/c’s are prepared in cases wherein the subsidiary of the Issuer Company is for a period of less than 5 years.

5. QIP to be in compliance with minimum 25% public shareholding criteria 6. Chapter XA for Rights Issue of IDRs introduced7. Standard Due Diligence Certificate to be provided by Merchant Bankers8. Comparison of Financial Ratios with peers to be done on both standalone

and consolidated basis9. Dispatch of refund orders vide registered post irrespective of value thereof10. Abridged Prospectus disclosures modified












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