Compliance under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 includes event bases/continual disclosures; and opening of an Escrow Account is one of important event. Explain the compliance req

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2017
Compliance under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 includes event bases/continual disclosures; and opening of an Escrow Account is one of important event. Explain the compliance required to be done for this purpose.

Answer & Explanation:

As Regulation 29 and Regulation 30 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 included event bases/continual disclosures. However, Regulation 17 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 provides for opening of an Escrow Account. The Major provisions under this regulation are as under: (i) An escrow account has to be opened and the following sum has to be deposited. (ii) The escrow amount shall be calculated in the following manner, as specified in regulation 17,- For consideration payable under the public offer,- On the first ₹500 crores: 25 per cent; of the consideration On the balance consideration: An additional amount equal to 10 % of balance consideration. If, an open offer is made conditional upon minimum level of acceptance, hundred percent of the consideration payable in respect of minimum level of acceptance or fifty per cent of the consideration payable under the open offer, whichever is higher, shall be deposited in cash in the escrow account. (2) The consideration payable under the open offer shall be computed as provided for in sub-regulation (2) of regulation 16 and in the event of an upward revision of the offer price or of the offer size, the value of the escrow amount shall be computed on the revised consideration calculated at such revised offer price, and the additional amount shall be brought into the escrow account prior to effecting such revision. (3) The escrow account referred to in sub-regulation (1) may be in the form of, - cash deposited with any scheduled commercial bank; bank guarantee issued in favour of the manager to the open offer by any scheduled commercial bank; or deposit of frequently traded and freely transferable equity shares or other freely transferable securities with appropriate margin: Provided that securities sought to be provided towards escrow account under clause (c) shall be required to conform to the requirements set out in sub-regulation (2) of regulation 9.

Topics: SEBI Regulations

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