Romeo International Limited, an Indian public limited company, is listed on BSE. On Friday i.e. 14th December, 2018 one of the shareholders of the Company, Ganesh, who was already holding 30% stake in the company, made a

CS Executive · Securities Laws and Capital Markets · PYQS · December 2020
Romeo International Limited, an Indian public limited company, is listed on BSE. On Friday i.e. 14th December, 2018 one of the shareholders of the Company, Ganesh, who was already holding 30% stake in the company, made a public announcement for an open offer for the acquisition of 13 crore equity shares (Face value ₹ 10 each), constituting 26% of the equity share capital of the Romeo International Limited. The offer price per share according to Takeover Regulations is arrived at ₹ 500 per share. Explain the following with reference to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: (a) What is the time limit for depositing amount in escrow account and explain with the relevant provisions, what amount should be deposited in escrow account in this case?

Answer & Explanation:

The acquirer shall create an escrow account towards security for performance of his obligations under SEBI (SAST) Regulations, 2011, not later than 2 working days prior to the date of the detailed public statement of the open offer for acquiring shares. In the given case the escrow account should be created on or before December 12, 2018. The deposit in escrow account shall be calculated as below based on consideration payable under the Open offer: On the first ₹500 crores -an amount equal to 25% of the consideration On the balance consideration - An additional amount equal to 10% of the balance consideration Consideration payable in given case = 13 crore equity shares x ₹500 = ₹6500 crore Amount to be deposited in Escrow Account: (₹ 500 crore x 25%) + (₹ 6000 crore x 10%) = 125 + 600 = ₹ 725 Crore.

Topics: Takeovers

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