When indirect acquisition is treated as direct acquisition as per SEBI (SAST) Regulations, 2011?

CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · December 2021
When indirect acquisition is treated as direct acquisition as per SEBI (SAST) Regulations, 2011?

Answer & Explanation:

As per Regulation 5(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 indirect acquisition will be treated as direct acquisition when: the proportionate net asset value of the target company as a percentage of the consolidated net asset value of the entity or business being acquired; the proportionate sales turnover of the target company as a percentage of the consolidated sales turnover of the entity or business being acquired; or the proportionate market capitalisation of the target company as a percentage of the enterprise value for the entity or business being acquired; is in excess of eighty per cent, on the basis of the most recent audited annual financial statements, such indirect acquisition shall be regarded as a direct acquisition of the target company for all purposes of these regulations including without limitation, the obligations relating to timing, pricing and other compliance requirements for the open offer. For the purposes of computing the percentage referred to in clause (c) of this sub-regulation, the market capitalisation of the target company shall be taken into account on the basis of the volume-weighted average market price of such shares on the stock exchange for a period of sixty trading days preceding the earlier of, the date on which the 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.

Topics: SEBI (SAST) Regulations, 2011

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