Tata Aviation Ltd., having nation-wide terminals, is in the process of delisting its equity shares from recognized stock exchange. As per the provision of the delisting regulation, the company is providing exit opportuni

CS Executive · Securities Laws and Capital Markets · PYQS · December 2023
Tata Aviation Ltd., having nation-wide terminals, is in the process of delisting its equity shares from recognized stock exchange. As per the provision of the delisting regulation, the company is providing exit opportunity to its public shareholder; so the company has got approval from shareholders of the company on 18th March, 2023. Following details are made available to you by the company: No. of equity shares outstanding are 43,48,33,000 Shares held by promoters: 14,87,67,800 Shares held by public shareholders: 28,60,65,200 Floor price: ₹90 per share Indicative price: ₹97 per share You are required to calculate the amount to be deposited at the time of opening Escrow account and mention the date of opening of Escrow account as per the provisions of the SEBI (Delisting of Equity Shares) Regulations, 2021.

Answer & Explanation:

As per the SEBI (Delisting of Equity Shares) Regulations, 2021: Escrow Account Requirement: The acquirer shall open an interest-bearing escrow account with a Scheduled Commercial Bank, not later than seven working days from the date of obtaining the shareholders' approval. Deposit Amount: The acquirer must deposit an amount equivalent to twenty-five percent of the total consideration. This total consideration is calculated based on the number of equity shares outstanding with the public shareholders multiplied by the floor price or the indicative price, whichever is higher. Tripartite Agreement: The acquirer shall enter into a tripartite agreement with the Manager to the offer and the Bank for the purpose of opening the escrow account and shall authorize the Manager to the offer to operate such account. Calculation: In this case, the Indicative price (₹97) is higher than the Floor price (₹90). Therefore, the Indicative price will be considered for calculating the total consideration. Number of shares held by public shareholders = 28,60,65,200 Indicative Price = ₹97 Total Consideration = 28,60,65,200 shares × ₹97/share = ₹2,77,48,32,44,000 Amount to be deposited in Escrow Account = 25% of Total Consideration Amount = 25% of ₹2,77,48,32,44,000 = ₹6,93,70,81,100 Date of Opening Escrow Account: Shareholders' approval was obtained on 18th March, 2023. The escrow account must be opened not later than seven working days from this date. Considering Sunday as one holiday (and ignoring other holidays as not provided), the latest date for opening the escrow account would be 26th March, 2023 .

Topics: SEBI (Delisting of Equity Shares) Regulations, 2021

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