Under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, when are the shares of target company said to be infrequently traded? State how the minimum open offer price will be calculated.
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2016
Under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, when are the shares of target company said to be infrequently traded? State how the minimum open offer price will be calculated.
Answer & Explanation:
Answer 4(a) According to the Regulation 8 of SEBI (SAST) Regulations, 2011, the shares of the target company will deemed to be infrequently traded if the traded turnover on any stock exchange during the 12 calendar months preceding the calendar month, in which the PA is made, is less than 10% of the total number of shares of the target company. If the target company's shares are infrequently traded then the open offer price for acquisition of shares under the minimum open offer shall be highest of the following: Highest negotiated price per share under the share purchase agreement ("SPA") triggering the offer; Volume weighted average price of shares acquired by the acquirer during 52 weeks preceding the public announcement ("PA"); Highest price paid for any acquisition by the acquirer during 26 weeks immediately preceding the PA; The price determined by the acquirer and the manager to the open offer after taking into account valuation parameters including book value, comparable trading multiples, and such other parameters that are customary for valuation of shares of such companies. It may be noted that the Board at the expense of the acquirer may require valuation of shares by an independent merchant banker other than the manager to the offer or any independent chartered accountant in practice having a minimum experience of 10 years.
Topics: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
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