1 Prepared By Team Yogesh Gupta & Associates 349,

Transcript:1 Prepared By Team Yogesh Gupta & Associates 349,:
1 Prepared By Team Yogesh Gupta & Associates 349, 3rd Floor, Centrum Plaza, Golf Course Road, Sector 53, Gurgaon Takeover AND INSIDER TRADING 2 Takeover implies acquisition of control of a company which is already registered through the purchase or exchange of shares. Takeover takes place usually by acquisition or purchase from the shareholders of a company their shares at a specified price to the extent of at least controlling interest in order to gain control of the company. 3 4 The NEW TAKEOVER CODE 5 Old takeover code v/s New takeover code 6 Main purpose of the new takeover code 7 Important definitions Acquirer [Regulation 2(1)(a)] Acquisition [Regulation 2(1)(b)] 8 Persons acting in concert [Regulation 2(1)(q)] 9 Control [Regulation 2(1)(e)] 10 11 How the takeover code operates 12 Creeping acquisition 13 Rationale behind the new takeover code 14 Other matters 15 Computation of offer price [Reg. 8(1)] 16 Making a Public announcement and Escrow Account 17 Draft Letter of Offer (LOO) [Reg.16, 18] 18 Conditional Offer [Reg.19] Competing Offers [Reg. 20] 19 Withdrawal of offer [Reg.23] 20 INSIDER TRADING REGULATIONS, 2015 OVERVIEW With the objective of bringing the basic framework governing the regime of insider trading practice in line with the dynamic global scenario and to tighten the gaps of existing norms, SEBI (Prohibition of Insider Trading) Regulations, 2015 on 15th January, 2015. These Regulations will be effective with effect from 15th May, 2015. 21 Insider Trading is trading / dealing of company’s stock by an insider / connected person on the basis of Unpublished Price Sensitive Information (UPSI) 22 OR The Regulations also intend to bring in its ambit person who may seemingly not occupy any position in a company but are in regular touch with the Company and its officer who may have access to its internal nittygritties. 23 Any person who is has been associated with the Company, in any manner, during the six months prior to the concerned act An immediate relative of the concerned person A holding / associate / subsidiary company An official of stock exchange or of clearing corporation A banker of the Company A concern, firm, trust, HUF, Company or AOP where in a director of a company / immediate relative / banker of company, has more than 10% of the holding or interest 24 Any information, relating to a company or its securities, that is not generally available, and is