Star Ltd. and its group company Earth Ltd. acquired shares of Mars Ltd. (the target company) over a period of time. On 17th December, 2014, Star Ltd. and Earth Ltd. were holding 13.86% and 4.74% shares respectively of th

As per regulation 3 (1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 which provides that no acquirer shall acquire shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, entitle them to exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations. So, in the present case, the holdings of Star Ltd. and Earth Ltd in the target company (Mars Ltd.) is 13.86% and 4.74% which is collectively 18.60%. Both these companies want to further acquire shares in the target company. So as per the provisions of regulation 3(1) only if this further acquiring would result in entitling them to exercise 25% or more of the voting rights in such target company, then they have to make open offer before acquiring such additional shares.