"Increase in voting rights in a target company by any shareholder pursuant to buy-back is exempted from the obligation to make an open offer subject to certain conditions". In the light of the statement, you are required
CS Executive · Securities Laws and Capital Markets · PYQS · December 2020
"Increase in voting rights in a target company by any shareholder pursuant to buy-back is exempted from the obligation to make an open offer subject to certain conditions". In the light of the statement, you are required to enumerate these conditions.
Answer & Explanation:
As per Regulation 10 of SEBI (SAST) Regulations, 2011, certain acquisitions are exempt from the obligation to make an open offer. Increase in voting rights in a target company by any shareholder pursuant to buy-back is exempted from the obligation to make an open offer subject to the following conditions: Such shareholder has not voted in favour of the resolution authorising the buy-back of securities under section 68 of the Companies Act 2013; In the case of shareholder resolution, voting is by way of postal ballot; Where a resolution of shareholders is not required for the buy-back, such shareholder in his capacity as a director, or any other interested director has not voted in favour of the resolution of the board of directors of the target company authorising the buyback of securities under section 68 of the Companies Act 2013; and the increase in voting rights does not result in an acquisition of control by such shareholder over the target company. However, where the aforesaid conditions are not met, in the event such shareholder reduces his shareholding such that his voting rights fall below the level at which the obligation to make an open offer would be attracted within 90 days from the date of closure of the buy-back offer by the target company, the shareholder shall be exempt from the obligation to make an Open offer.
Topics: Takeovers
Related Questions in this Topic
- MX Ltd. (Target Company) is a listed company. The company has 2 promoters, namely Namita and Sunita who holds paid up eq...
- MX Ltd. (Target Company) is a listed company. The company has 2 promoters, namely Namita and Sunita who holds paid up eq...
- MX Ltd. (Target Company) is a listed company. The company has 2 promoters, namely Namita and Sunita who holds paid up eq...
- What is competing offer? What is the timeliness in case of competing offer?
- Nova Industries Ltd. ('Nova') is an Indian company engaged in the business of manufacturing of Automotive Equipments. Th...