Standard Letter of Offer for an Open Offer in terms of SEBI (SAST) Regulations, 1997
Summary
This section mandates specific content for the front inside cover page, including risk factors, an index, and definitions. It prescribes a mandatory disclaimer clause to be placed on the first page of the Letter of Offer regarding SEBI's limited role. It further details the required disclosures for the background of the offer, specifics of the proposed acquisition, and the background of the acquirer. This section mandates detailed disclosures regarding the acquirer's board, financials, and compliance with SEBI Takeover Regulations. It specifies requirements for individual acquirers, including net worth certification and relationship details. Additionally, it outlines background information needed for the target company, such as capital structure, trading history, and board composition. This section mandates the disclosure of un-audited financial results certification and reasons for income fluctuations. It requires detailed pre- and post-offer shareholding patterns along with promoter shareholding changes and compliance status. The text further outlines justification requirements for offer prices, including trading turnover data and specific calculation methods for infrequently tra
Text
Front inside cover page shall contain Risk factors relating to the transaction, the proposed offer and the probable risk involved in associating with the acquirer(s).
An index as follows: Sr. No. Subject Page No. 1 Disclaimer clauses 2 Details of the offer...
Definitions of the specialized terms used in the Letter Of Offer for easy understanding by the shareholders viz Target company, Acquirers, PACs, Regulations, etc. No other terms should be used in the Letter Of Offer for entities defined as such in the Regulations.
The following on the first page of Letter of Offer: “IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI.”
Mention the Regulation (10,11(1), 11(2), 12, 25(1) & 33) in accordance with which the offer is made i.e. mention whether the offer is made for substantial acquisition of shares or Consolidation of holdings and/or Change in Control or competitive Bid or is towards Bail out Takeover.
Details of the proposed acquisition (substantial acquisition of shares/voting rights or change in control or both) which triggered the open offer such as name(s) of acquirer(s) and of PACs, their existing share holding in the Target company...
In case there is any agreement, mention important features of the agreement(s) including those pertaining to Regulation 22(16), acquisition price per share (highest and average as well as separately for fully paid and partly paid up)...
Whether the proposed change in control is through an arrangement. Give salient features of the arrangement.
Whether any of acquirer(s), sellers or the Target Company has been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any of the regulations made under the SEBI Act.
Proposed change, if any, in Board of Directors after the offer, mentioning names of the Directors representing acquirers.
Mention names, dates and editions of the newspapers where the public announcement made in accordance with Regulation 15 appeared. Disclose the public announcement is also available on the Sebi website at www.sebi.gov.in.
Indicate the number and percentage of shares proposed to be acquired by the acquirers from the existing shareholders and the mode of payment of consideration, if it is in cash, then the offer price per share shall be mentioned...
You have read the preview. Create a free account to read the full document and see every order that applied it.
Free accounts include 10 searches/day with full text access.
Source: SecMarx — Standard Letter of Offer for an Open Offer in terms of SEBI (SAST) Regulations, 1997. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.