You are Company Secretary of D3-D Productions Ltd. The Managing Director requires you to prepare a note on the various obligations of the Company as the company has made Public Announcement (PA) for acquiring the control

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2021
You are Company Secretary of D3-D Productions Ltd. The Managing Director requires you to prepare a note on the various obligations of the Company as the company has made Public Announcement (PA) for acquiring the controlling interest of Sunny Productions Ltd. Explain the obligation of Company in this regard as per Regulation 26 of SEBI (SAST) Regulations, 2011.

Answer & Explanation:

Obligations of the acquirer (Regulation 25 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011): Prior to making the public announcement of an open offer for acquiring shares, the acquirer shall ensure that firm financial arrangements have been made for fulfilling the payment obligations and that the acquirer is able to implement the open offer, subject to any statutory approvals. In the event the acquirer has not declared an intention in the detailed public statement and the letter of offer to alienate any material assets of the target company or its subsidiarie(s) whether by way of sale, lease, encumbrance or otherwise outside the ordinary course of business, the acquirer, where he has acquired control over the target company, shall be debarred from causing such alienation for a period of two years after the offer period: It has been provided that in the event the target company or any of its subsidiaries is required to so alienate assets despite the intention to alienate not having been expressed by the acquirer, such alienation shall require a special resolution passed by shareholders of the target company, by way of a postal ballot and the notice for such postal ballot shall inter alia contain reasons as to why such alienation is necessary. The acquirer shall ensure that the contents of the public announcement, the detailed public statement, the letter of offer and the post-offer advertisement are true, fair and adequate in all material aspects and not misleading in any material particular, and are based on reliable sources. The acquirer and persons acting in concert with him shall not sell shares of the target company held by them, during the offer period. The acquirer and persons acting in concert with him shall be jointly and severally responsible for fulfillment of applicable obligations under these regulations.

Topics: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Open in Interactive Practice Hub · Full Practice Hub · Chapter Weightage · More in this subject

Related Questions in this Topic